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REG - Renew Holdings PLC - Half-year Report

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RNS Number : 3499I  Renew Holdings PLC  13 May 2025

13 May 2025

 

Renew Holdings plc

 

("Renew" or the "Group" or the "Company")

 

Half-year Report

 

Strategic progress delivered and first half performance in line with
expectations positioning the Group well for future growth

 

Renew (AIM: RNWH), the leading Engineering Services Group supporting the
maintenance and renewal of critical UK infrastructure, announces its interim
results for the six months ended 31 March 2025 ("the period").

 

Financial Highlights

 

 Six months ended 31 March 2025  HY25      HY24         Change

(Restated)

 Group revenue                   £569.3m   £505.4m      +13.0%
 Adjusted operating profit       £32.0m    £32.3m       -1.0%
 Operating profit                £33.6m    £29.7m       +13.0%
 Adjusted operating margin       5.6%      6.4%         -0.8%
 Profit before tax               £31.0m    £29.5m       +5.0%
 Adjusted earnings per share     28.2p     30.5p        -7.6%
 Interim dividend                6.7p      6.3p         +5.4%

( )

 ·             Group revenue increased 13% to £569.3m driven by our diversified end market
               exposure and the consistent demand for our mission-critical services.
 ·             As guided in our Trading Update on 24 January 2025, adjusted operating profit
               remained flat during the first half of the year due to the delay and deferment
               within certain Rail programmes.
 ·             Pre-IFRS16 net debt position of £11.8m as at 31 March 2025 (HY24 net cash:
               £42.5m), following the acquisition of Full Circle in October 2024.
 ·             Group order book development continues at record levels to £908m (HY24:
               £831m).
 ·             Increased interim dividend reflects management's confidence in the Group's
               trading performance, cash generation and forward order book visibility.

 

Operational Highlights

 ·             Exited Specialist Building in October 2024; now a pureplay engineering
               business.
 ·             Acquisition of Full Circle in October 2024, with integration progressing well,
               significantly strengthening Renew's position in the growing renewable energy
               market.
 ·             In Water, we now work for 13 of the UK's water companies, positioning us well
               to capitalise on the significant opportunity in this sector.
 ·             In Transmission & Distribution, several of our collaborations including
               the AGE Joint Venture between AmcoGiffen and Excalon, and the partnership
               between Envolve and Excalon have been awarded key positions on National Grid
               frameworks, underscoring our expertise in delivering critical infrastructure
               and the strength of our combined offerings.

 

Current Trading & Outlook

 ·             In Water, following an incredibly successful AMP7 control period, we have
               entered AMP8, in our strongest position yet. The opportunity within this
               sector is significant with the total addressable market for AMP8 having
               increased 94% to £45 billion.
 ·             We have experienced transitional challenges through previous framework cycles,
               but the ongoing trading conditions in Rail are specific and isolated. Looking
               ahead, we fully anticipate the stringent regulatory drivers in this sector
               will compel the execution of the critical planned renewals work bank across
               the network.
 ·             We have seen consistent momentum in Infrastructure and our Highways division
               expects the budget for the Strategic Roads Network in the next Roads
               Investment Strategy (RIS3) funding cycle to be significantly greater than that
               of RIS2 (£4.3bn).
 ·             In Energy, our strategy to enter new verticals and diversify our routes to
               market has been extremely successful and, with a total annual addressable
               market of c.£9.2 billion, we continue to see significant opportunity in this
               sector.
 ·             Given the mission-critical nature of our services and our record order book,
               bolstered by our diversified and resilient business model, we remain uniquely
               positioned to capitalise on the significant growth opportunities in each of
               our end markets. As a result, the Group remains confident in its ability to
               navigate current headwinds and deliver against revised full year expectations.
 ·             We continue to have an active M&A pipeline guided by a well-established
               criteria and further supported by robust acquisition processes and a strong
               balance sheet.

 

Paul Scott, CEO of Renew, commented:

 

"The Group has delivered a financial performance in line with revised
expectations. To have achieved this, despite unprecedented delay and deferment
within certain Rail renewals programmes, serves to demonstrate the resilient
and increasingly diverse nature of our business model.

"The past six months has been a transformational period for the business as we
successfully executed against our strategy of securing routes to new growth
markets and focusing our activities exclusively on Engineering Services. I am
pleased to welcome Full Circle to the Group which operates in the exciting,
fast growing, Renewable Energy sector. Our increasingly diverse portfolio
across our four pureplay engineering sectors and the increasingly impactful
collaboration between our brands further enhances the resilience of our model.

 

"Renew's foundations have never been stronger in terms of the breadth of our
service offering, our secured new and existing frameworks and our
corresponding record order book. As we enter the second half of the year, we
are well placed to deliver on our ambitious long term growth strategy. As a
result, the Group remains confident in its ability to deliver against revised
full year expectations, which are ahead of the prior year.

 

"On behalf of the Board, I extend my sincere gratitude to all our teams for
their hard work, commitment, and professionalism in delivering excellent
service for all our clients."

 

 

For further information, please contact:

 

 Renew Holdings plc                                             www.renewholdings.com
 Paul Scott, Chief Executive Officer                            via FTI Consulting
 Sean Wyndham-Quin, Chief Financial Officer                     020 3727 1000

 Numis Securities Limited (Nominated Adviser and Joint Broker)  020 7260 1000
 Stuart Skinner / Kevin Cruickshank / William Wickham

 Peel Hunt LLP (Joint Broker)                                   020 7418 8900
 Ed Allsopp / Pete Mackie / Charlotte Sutcliffe

 FTI Consulting (Financial PR)                                  020 3727 1000
 Alex Beagley / Tom Hufton / Amy Goldup / Matthew Young         Renew@fticonsulting.com (mailto:Renew@fticonsulting.com)

 

Renew HY25 Results

Chief Executive Officer's Review

Strategic progress and diversified end market exposure underpins first half
performance

The Group has delivered a financial performance for the first six months of
the financial year in line with its revised expectations. To have achieved
this, despite unprecedented delay and deferment within certain Rail renewals
programmes, serves to demonstrate the resilient and diverse nature of our
business model.

In the last twelve months, we successfully executed a number of strategic
objectives including the disposal of Walter Lilly (October 2024) and the
acquisitions of Excalon (June 2024) and Full Circle (October 2024), marking a
transformational period for our business. As a result, we are now a pureplay
engineering services business with access to new, attractive, complementary
and high-growth sectors within the renewables and electricity distribution and
transmission markets.

During the period, we have also achieved a number of milestone successes
across our business divisions and we remain uniquely positioned to capitalise
on the significant growth opportunities in each of our end markets,
underpinned by the mission-critical nature of our services.

As announced in January 2025, the Rail sector has seen a slower than expected
start to the new control period (CP7), which began in April 2024. However,
despite the deferment of a number of renewals programmes, we are seeing
increasing demand for reactive and planned maintenance services and we
continue to trade in line with our revised expectations. Network Rail remains
committed to its £45.4 billion CP7 investment, reflecting a 10% increase from
the previous control period. Within our Rail addressable market, which grew 9%
to £31.9 billion, key framework wins have positioned us more strongly than
ever as we entered this latest control period. Whilst we remain cautious, we
were pleased with recent press commentary from our principal client(1),
reiterating its commitment to investment in renewal programmes, with the
second year of the funding cycle expected to be significantly smoother. Our
business continues to provide coverage across all five of Network Rail's
devolved regions and we remain focused on further strengthening our position
as a trusted partner to the network for the duration of this control cycle and
beyond.

In Environmental, activity levels in Water remain ahead of expectations. The
AMP7 control period cycle was incredibly successful for Renew and we have
entered AMP8, which commenced in April 2025, in our strongest position yet.
With 94% growth in our total addressable market to £45 billion, we now hold
frameworks with 13 UK water companies, including with 10 of the 12 largest
combined waste and water firms - an impressive increase from 3 at the start of
AMP7. This milestone reflects the breadth and depth of our offering, alongside
the dedication of our teams in securing these new opportunities, and we look
forward to continuing to build on these solid foundations as we capitalise on
the significant growth opportunities available to us in this sector.

In Energy, during October 2024, we completed the acquisition of Full Circle, a
leading provider of repair, maintenance, and monitoring services for onshore
wind turbines across the UK and Europe. The business is integrating well and
significantly strengthens Renew's position in the growing renewable energy
market. In June 2024 we acquired Excalon Limited which saw the Group enter the
UK Electricity Distribution market, a new complementary sector with high
barriers to entry and resilient attributes. I am pleased to report that the
integration process is now complete and the business is performing in line
with expectations. There are a number of exciting opportunities for our civil
nuclear business and we are committed to leveraging our multidisciplinary
expertise to adapt to the evolving needs of our clients as they respond to
meet the UK's ambitious net zero targets as well as the requirement to safely
decommission our legacy nuclear assets. Our strategy to enter new verticals
and diversify our routes to market has been extremely successful and, with a
total annual addressable market of c.£9.2 billion, we see significant
opportunity for growth across the Energy division to build on our current
solid foundation of 28 frameworks.

In infrastructure, our Highways sector continues to make strong progress and
the UK's ageing network of roads and bridges means the renewals and capital
maintenance of this critical infrastructure has never been more important. As
such, the budget for the Strategic Roads Network in the next Roads Investment
Strategy (RIS3) funding cycle is expected to be significantly greater than
that of RIS2 (£4.3bn), which evidently plays to our core strengths as a
Group. Additionally, the ongoing momentum in both Communication Networks and
Aviation serves to demonstrates the Group's ability to adapt to evolving
critical infrastructure needs, ensuring strong levels of demand remain across
all our services.

The performance delivered during the period is as a result of the outstanding
work of all our colleagues, whose dedication and expertise remain integral to
the Group's long-term success. On behalf of the Board, I extend my sincere
gratitude to all our teams for their hard work, commitment, and
professionalism in delivering excellent service for our clients.

With a record order book, and bolstered by our diversified and resilient
business model, the Group is confident in its ability to navigate current
macroeconomic headwinds and deliver against full year expectations, with
operating profit expected to be ahead of the prior year (2024: £70.9m). We
have entered the second half of the financial year in a strong position with
established positions in our core markets and the visibility afforded by
committed regulatory spending cycles which continue to give confidence in our
future success.

Our strong track record of resilient growth through the economic cycle is
testament to the Group's market leading capabilities, entrepreneurial drive
and well established reputation as a high-quality provider of mission-critical
services in long-term, sustainable growth sectors.

 

Over the past five years*, we have delivered:

 

·      Group organic revenue growth of 51 per cent and total revenue
growth of 76 per cent;

·      adjusted earnings per share growth of 63 per cent;

·      an increase in dividends of 65 per cent from 11.5p to 19p per
share;

·      an increase in our adjusted operating margin from 6.4 per cent to
6.7 per cent; and

·      seven strategic acquisitions supported largely by our strong free
cash flow, deploying £124m.

 

*Five years to 30 September 2024

 

Results overview

During the period, Group revenue increased 13% to £569.3m (HY24: £505.4m).
The adjusted operating profit was £32.0m (HY24: £32.3m) with an adjusted
operating margin of 5.6% (HY24: 6.4%).

As at 31 March 2025, the Group had pre-IFRS16 net debt of £11.8m (31 March
2024: Net cash £42.5m). The Group's order book at 31 March 2025 had
strengthened to £908m (HY24: £898m) underpinned by long-term framework
positions.

Dividend

The Group's resilient trading performance, cash position and record forward
order book have consistently allowed the Group to pursue its progressive
dividend policy. The Board has declared an interim dividend of 6.67p (HY24:
6.33p) per share, representing an increase of 5%. This will be paid on 9 July
2025 to shareholders on the register as at 6 June 2025, with an ex-dividend
date of 5 June 2025.

 

Rail

 

As announced on 24 January 2025, we have experienced challenges moving through
the initial stages of CP7, with the complex transition to the current control
period and macroeconomic headwinds resulting in slower than anticipated
programme mobilisations in specific areas of their national programme.

 

The impact on Renew:

 ·             While deferment to specific renewal and structures schemes has impacted our
               wider Rail sector during the period, Renew has seen a shift in work type
               prioritisation with an increase in reactive and planned maintenance services
               complementing its increasingly diversified offering.
 ·             The estimated net impact of the slower than anticipated start to the control
               period remains consistent with our expectations and our clients continue to
               demonstrate a strong commitment to renewing and maintaining the national rail
               network to meet their regulatory obligations.

 

Mitigatory measures:

 ·             We have initiated a number of measures to counter the impact of the slower
               than anticipated start, while ensuring that we remain well placed to
               capitalise on the sizeable opportunity in the sector once conditions
               normalise.
 ·             These initiatives include:
               o                                       An ongoing right sizing programme to ensure operational efficiency
               o                                       Increased engagement with Network Rail, ensuring we remain a valued partner
                                                       and are kept abreast of latest developments
               o                                       Reallocating resources to most effectively respond to evolving demands,
                                                       particularly regarding mandates for unplanned and reactive maintenance,
                                                       through our regionally based team infrastructure

 

Sector highlights:

 ·             Renew continues to be the largest provider of maintenance and renewals
               services to Network Rail nationally and the third largest supplier overall. As
               such, we are well positioned to benefit from ongoing rail investment as we
               look to expand our current work bank by securing new CP7 frameworks as the
               cycle progresses.
 ·             Network Rail remains committed to £45.4bn of investment over the CP7 period,
               within this allocation the maintenance and renewal budget has increased 9%
               from CP6 to £31.9bn.
 ·             The majority of CP7 tendering is now complete and we are in a much stronger
               position with significantly better UK coverage and scope responsibility than
               in CP6.
 ·             Continued selective expansion of our rail client base beyond Network Rail
               including work for Train Operating Companies and the telecommunication upgrade
               programme.
 ·             The establishment of Great British Railways will present an opportunity to
               modernise the UK's railways, focusing on meeting the growing demand for
               passenger and freight services, improving connectivity, and ensuring long-term
               sustainability.

 

In summary, our long term trust and performance-based relationship with our
clients, alongside our unrivalled national framework coverage and
industry-leading delivery, positions us well to navigate the current
challenges and capitalise when market conditions improve. We continue to work
closely with our Rail clients as they focus on delivering their regulatory
commitments.

 

Infrastructure

 

Highways

 

The maintenance of the UK's strategic highways network has never been more
important. By the end of 2025, 70% of National Highway's network of roads and
bridges will be more than 45 years old(2) and as such, the prioritisation of
renewing the network's structures, rigid pavements and lighting &
technology is essential. As confirmed in the 2024 Autumn Budget, an interim
12-month funding settlement, which began in April 2025, was allocated to
bridge the gap between the previous cycle and the start of the RIS3 period.
This has allowed RIS3 to be considered as part of the multi-year Spending
Review, which was delayed due to the 2024 General Election. The interim year
will therefore be followed by the 5-year funding deal for RIS3, commencing in
April 2026, and as part of their recent announcement, the Department for
Transport preparatory consultations have indicated that the spending will be
increasingly focussed on maintaining and renewing the existing Strategic Road
Network. The budget for highways maintenance is therefore expected to be a
significant increase on that of RIS2 (£4.3bn), which plays to our core
strengths as a business and uniquely positioning us to deliver further growth.
We expect to receive further clarity on the Government's Spending Review in H2
2025.

Sector highlights:

 ·             The existing National Highways Scheme Delivery Frameworks (SDF) will run to
               2027 and we continue to execute on their ongoing work banks. These include
               five framework lots covering civil engineering, road restraint systems and
               drainage disciplines, worth more than £147m over the six-year period.
 ·             Tendering engagements for the replacement SDF2 have started and the
               opportunities are expected to come to market in late 2025. Our teams are well
               placed to capitalise on the next set of frameworks to unlock further growth
               across the strategic highways network.
 ·             Eight of the current Design-Build-Finance-Operate (DBFO) schemes end in 2026
               which will increase the strategic roads network maintained by National
               Highways by 10% or 1,842 lane miles. These will require significant investment
               before the conclusion of the schemes, providing the Group with further
               opportunities for growth.
 ·             Carnell's acquisition of Route One is continuing to perform in line with
               expectations, and the business's expansion into Scotland is progressing very
               well. We are particularly pleased that we are now working for all four of
               Transport for Scotland's operating units.
 ·             The AGC collaboration (between AmcoGiffen & Carnell) continues to be
               successful as a leading road restraint services supplier to National Highways.

 

Aviation

Our strategy to increase market share in Aviation has proved successful and we
continue to see further growth opportunities across the sector as a growing
number of the UK's major airports focus on investment programmes dedicated to
renewals and asset maintenance.

Communication Networks

Once again, we have seen sustained momentum in this sector as improvements to
the UK's connectivity remains of critical importance and we continue to
experience strong levels of demand from all of the Multiple Network Operators
(MNOs) we support. We remain well positioned to help these customers develop
their networks across the UK, both increasing access to 5G services and
providing additional capacity in high demand areas.

Sector highlights:

 ·             The CMA's decision to approve the Joint Venture between Vodafone and Three, as
               announced in February 2025, is another very positive development for the
               Group. The merger of their networks is backed by an eight-year investment plan
               worth £11 billion and having been selected to deliver on the first two
               schemes, we are well placed to further capitalise on this opportunity as we
               continue to establish ourselves as a valued partner to the nation's largest
               network providers.
 ·             During the period we continued to establish ourselves as a core delivery
               partner for the Small Cell roll out programme and we now have work banks
               progressing with a number of network developers including Cellnex, BT and most
               recently, Freshwave.
 ·             We have also continued to benefit from the growth of neutral host network
               operators rolling out small cell networks to support the MNOs in large urban
               and commercial environments. This demonstrates the proven ability of our
               entrepreneurial management teams to consistently evolve to meet the needs of
               our specialist end markets where we continue to see considerable
               opportunities.

 

Energy

 

Renewables

 

In October 2024, we completed the £50.5m acquisition of Full Circle, a
leading provider of repair, maintenance, and monitoring services for onshore
wind turbines across the UK and Europe. The business is integrating well and
trading in line with expectations, significantly strengthening Renew's
position in the growing renewable energy market. With governments in the UK
and across Europe remaining committed to achieving net zero carbon emissions
by 2050(3) and improving energy security, the renewable energy sector presents
significant long-term growth opportunities.

 

Sector highlights:

 ·             The onshore wind market is well-established and forecast to grow at c.8% CAGR
               over the next six years.
 ·             The market for maintenance and renewal of these turbines is highly fragmented
               and represents a significant opportunity for Full Circle to grow both
               organically and through acquisitions.
 ·             As part of the UK Government's ambitious 'Clean Power 2030' initiative to
               establish a zero-carbon electricity network by 2030, it has committed to
               once-in-a-generation(4) levels of energy investment worth an estimated £40
               billion aiming to create, amongst other sources, 27-29 GW of onshore wind
               energy as part of 'a new era of clean electricity'.
 ·             The Onshore Wind Industry Taskforce, the body designed to bring together key
               decision makers from across the industry, is actively exploring ways to
               further accelerate this growth, ensuring that the UK is able to harness the
               full potential of renewable energy. We welcome this positive driving force and
               remain dedicated to supporting the transition towards a carbon-free
               electricity network.
 ·             During the period, we have secured new Master Service Agreements for 64 wind
               turbines in the UK and France.
 ·             Looking ahead, we have a very strong pipeline of target opportunities
               involving over 1,500 turbines expected to be allocated in the next 18 months.

 

Transmission & Distribution

 

Having acquired Excalon in June 2024, we have successfully expanded into a new
complementary sector with high barriers to entry and resilient attributes. We
are pleased to report that the integration process is now complete and the
business is performing in line with expectations.

 

Sector highlights:

 ·             The UK electricity Distribution Network Operator (DNO) market operates in
               five-year funding cycles. The existing funding for the RIIO-ED2 cycle, which
               commenced in April 2023 and runs to March 2028, is valued at £22.5 billion.
               Renew's entry into this dynamic market provides access to a number of ED2
               opportunities, supporting critical upgrades to the grid to better enable the
               UK's zero-carbon generation and renewable energy objectives.
 ·             Draft business plans for RIIO-T3, which runs from April 2026 to March 2031,
               have been submitted to Ofgem and highlight an unprecedented(5) £68 billion in
               total spend, driven by increased investment from National Grid, SSEN, and
               Scottish Power. This provides significant opportunity for us to further embed
               with existing suppliers and increase our market share throughout the control
               period.
 ·             The AGE Joint Venture between AmcoGiffen and Excalon has been awarded a
               position on National Grid's Substation Civils DPS framework, underscoring our
               expertise in delivering critical infrastructure and the strength of our
               combined offering.
 ·             Collaboration between Envolve and Excalon has been awarded a significant
               scheme for National Grid in Melksham, where our combined capabilities proved
               compelling.
 ·             We remain well positioned to play a significant role in helping drive the
               formation of the UK's EV charging infrastructure landscape, underpinned by the
               Government's ambition of achieving net zero emissions by 2050. Momentum has
               improved over the period.

 

Nuclear

 

Nuclear energy is becoming an increasingly important element of the UK
Government's new energy plan as it drives to meet its ambitious net zero
targets. As a result, there are a number of exciting opportunities for our
civil nuclear business and we are committed to leveraging our
multidisciplinary expertise to maintain momentum and adapt to the evolving
needs of our clients.

 

Sector highlights:

 ·             The UK Government remains committed to its c.£4bn(6) decommissioning
               programme, with approximately 75% of spend allocated to Sellafield, which
               continues to drive significant demand for our civil nuclear business. We
               remain one of the largest Mechanical & Electrical contractors at
               Sellafield, operating across several decommissioning frameworks. With full
               site remediation expected to take until 2125, this offers very long-term
               opportunities for our civil nuclear business.
 ·             Nuclear power is an essential element of the Government's clean energy
               strategy as evidenced by its commitment to construct up to three new nuclear
               plants in the next 10 years(7). These programmes will provide long-term and
               sustainable demand for our range of specialist services.
 ·             In April, we were pleased to see the UK Government approved a £20 billion
               investment for the construction of Sizewell C, alongside a number of Small
               Modular Reactor's (SMR's).

 

Environmental

 

Water

 

The AMP7 control period was incredibly successful for the Group and I am
pleased to confirm that we have entered AMP8, which began post-period end on 1
April 2025, in our strongest position yet. The total addressable market for
the new control period has grown by 94% to £45 billion and we now have
frameworks secured for 13 of the UK's water companies, including 10 of the 12
largest combined waste and water companies, up from three at the start of
AMP7. This is a significant achievement for the Group and is testament to our
hard working teams that have invested significant time and dedication
tendering and securing these new frameworks.

 

Strategic developments:

 ·             Our multidisciplinary approach and the extent of the service offering we can
               provide each utility company continues to grow, further strengthening our
               position in this market.
 ·             Increasing collaboration success across our water brands including Seymour and
               Enisca working together to secure new long-term frameworks with both Yorkshire
               Water and Northumbrian Water.
 ·             As we transition from AMP7 to AMP8 we are pleased to see that there has been
               minimal interruption to our activity levels or work bank as is often the case
               when transitioning between AMP cycles.

 

As stated previously, Thames Water's operations remain unaffected by the
ongoing news headlines, and we continue to be allocated work schemes through
our existing frameworks with the utility. Due to the mission critical nature
of our work, operations in these maintenance and renewal frameworks will
continue regardless of any refinancing or ownership changes.

 

Health & Safety

 

Ensuring the health, safety and wellbeing of our colleagues and those in the
communities in which we operate has always been our highest priority and I am
very pleased to report that once again our Lost Time Injury Frequency Rate
(LTIFR) continues to be very low and sector leading. This performance reflects
our rigorous Group-wide safety programmes that ensure we take a proactive
approach to health and safety. Part of this approach centres on our increasing
commitment to driving innovation and we continue to make significant
advancements in this regard. Some highlights during the period included:

 

 ·             Safety developments include the adoption of human form recognition on
               operational plant and AI powered vehicle telematics to support driver
               behaviour change and reduce road accidents.
 ·             Better utilising behavioural science across the business to further educate
               employees about, and thus reduce, 'at risk' behaviours.

 

Sustainability

 

The Group remains committed to achieving net zero by no later than 2040 and
the Board is pleased with the progress we've made against our quantitative
sustainability targets so far, led by our Climate and Nature Steering Group.
The progress delivered in the period includes:

 ·             Implementing the ongoing roll out of Battery Storage Units (BSUs) and
               Hydrotreated Vegetable Oil (HVO) to reduce carbon emissions from temporary
               site power setups and vehicle fleet.
 ·             Progressing collaborative work across our supply chain on the capture of Scope
               3 emissions.
 ·             Undertaking additional carbon data assurance work to further improve how we
               measure and report our Scope 1, 2 and 3 emissions.
 ·             Launch of Group-wide mandatory EV commercial vehicle trial.

 

Talent retention & attraction

The training and development of our colleagues remains essential to the
Group's long-term growth and I am pleased to confirm we now have a total of
378 apprentices, trainees and graduates working across the business, an
increase from 330 at 30 September 2024.

To complement the development schemes offered by our individual subsidiaries,
Renew also provides a number of dedicated programmes at Group-level, designed
to further support our employees as they progress on their chosen career
paths. Specifically, for early careers we offer four separate programmes
designed to engage emerging talent, empower these future leaders and provide
specialist training in key skills, knowledge and behaviours. All of which
ensures Renew remains fit for the future and is well placed to deliver
long-term growth.

One of the schemes we are particularly proud of is the Women in Leadership
programme which has been designed to run in parallel with all of our other
development initiatives, it is open to all women across the Group and has
received high levels of engagement.

 

Outlook

Renew's foundations have never been stronger in terms of the breadth of our
service offering, our secured new and existing frameworks and our
corresponding record order book. Further to this, following the successful
execution of our strategy to secure routes to new growth markets, the Group
now has two established brands in the exciting Renewable Energy and
Electricity Transmission and Distribution sectors. Our increasingly diverse
portfolio across our four pureplay engineering sectors further enhances the
resilience of our model.

We have experienced transitional challenges through previous framework renewal
cycles, but the ongoing trading conditions in Rail are very specific and
isolated and looking ahead, we fully anticipate that the stringent regulatory
drivers in this sector will compel the execution of the critical planned
renewals work bank across the rail network.

We are confident our strategy, to seek out critical infrastructure support
services with a disciplined approach to commercial risk and M&A, will
continue to serve us well. Our growth ambitions remain focused on the pursuit
of organic opportunity across all of our sectors, leveraging the strengths of
our embedded relationships and our unique ability to collaborate between our
brands to better serve both new and existing customers. To complement this, we
have an active M&A pipeline guided by a well-established criteria and
further supported by robust acquisition processes and a strong balance sheet.

Given the mission-critical nature of our services and our record order book,
bolstered by our diversified and resilient business model, we remain uniquely
positioned to capitalise on the significant growth opportunities in each of
our end markets. As a result, the Group remains confident in its ability to
navigate current headwinds and deliver against revised full year expectations.

 

(1)https://www.constructionnews.co.uk/civils/network-rail-boss-promises-smoother-cp7-funding-flow-09-04-2025/?utm_id=3300&delivery_name=2614&utm_campaign=CONE_CN_MARKETING_WYMHM_250412&utm_content=&utm_term=READ%20NOW&utm_medium=email&utm_source=Adestra
(https://www.constructionnews.co.uk/civils/network-rail-boss-promises-smoother-cp7-funding-flow-09-04-2025/?utm_id=3300&delivery_name=2614&utm_campaign=CONE_CN_MARKETING_WYMHM_250412&utm_content=&utm_term=READ%20NOW&utm_medium=email&utm_source=Adestra)

(2)https://nationalhighways.co.uk/media/3v2nqsee/cre22_0102-srn-initial-report-2025-2030_vn-updated.pdf
(https://nationalhighways.co.uk/media/3v2nqsee/cre22_0102-srn-initial-report-2025-2030_vn-updated.pdf)

(3) HM Treasury, 'Autumn budget 2024', October 2024, HC 295 of session
2024-25, pp 77-9.
(https://assets.publishing.service.gov.uk/media/672b9695fbd69e1861921c63/Autumn_Budget_2024_Accessible.pdf#page=82)

(4)
https://www.gov.uk/government/publications/clean-power-2030-action-plan/clean-power-2030-action-plan-a-new-era-of-clean-electricity-main-report
(https://www.gov.uk/government/publications/clean-power-2030-action-plan/clean-power-2030-action-plan-a-new-era-of-clean-electricity-main-report)

(5)https://www.nationalgrid.com/media-centre/press-releases/riio-t3-business-plan-published-framework-deliver-most-significant-step-forward-uks-transmission
(https://www.nationalgrid.com/media-centre/press-releases/riio-t3-business-plan-published-framework-deliver-most-significant-step-forward-uks-transmission)

(6)https://committees.parliament.uk/writtenevidence/139008/html/#:~:text=The%20UK%20continues%20to%20invest%20almost%20three,concern%20for%20Cumberland%20Council%20and%20we%20are
(https://committees.parliament.uk/writtenevidence/139008/html/#:~:text=The%20UK%20continues%20to%20invest%20almost%20three,concern%20for%20Cumberland%20Council%20and%20we%20are)

(7)https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution
(https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revolution)

 

 

 

 CONDENSED CONSOLIDATED INCOME STATEMENT

 for the six months ended 31 March 2025

                                                                                         Before exceptional items and amortisation of intangible assets  Exceptional items and amortisation of intangible assets                                    Before exceptional items and amortisation of intangible assets                                                            Year ended

                                                                                                                                                         (see Note 3)                                             Six months ended                                                                                                                                            30 September

                                                                                                                                                                                                                  31 March                                                                                          Exceptional items and amortisation of intangible assets

                                                                                                                                                                                                                                                                                                                    (see Note 3)

                                                                                         2025                                                            2025                                                     2025        2024*                 2024                                                            2024                                                      2024

                                                                                                                                                                                                                              (restated**)
                                                                             Note                                                                                                                                                                   Audited                                                         Audited                                                   Audited

                                                                                         Unaudited                                                       Unaudited                                                Unaudited        Unaudited

                                                                                                                                                                                                                                                    £000                                                            £000                                                      £000

                                                                                         £000                                                            £000                                                     £000        £000

 Revenue: Group including share of joint ventures                                                                                                        -                                                                    505,382               1,056,985                                                       -                                                         1,056,985

                                                                                         569,269                                                                                                                  569,269
 Less share of joint ventures'  revenue                                                                                                                  -                                                                    (25,022)              (48,015)                                                        -                                                         (48,015)

                                                                                         (22,691)                                                                                                                 (22,691)
 Group revenue from continuing activities                                                                                                                -                                                                    480,360               1,008,970                                                       -                                                         1,008,970

                                                                                         546,578                                                                                                                  546,578
 Cost of sales                                                                           (469,147)                                                       -                                                        (469,147)   (412,458)             (867,306)                                                       -                                                         (867,306)
 Gross profit                                                                            77,431                                                          -                                                        77,431      67,902                141,664                                                         -                                                         141,664
 Administrative expenses                                                                 (47,101)                                                        1,649                                                    (45,452)    (40,314)              (74,980)                                                        (9,479)                                                   (84,459)
 Other operating income                                                                  1,640                                                           -                                                        1,640       2,250                 4,165                                                           -                                                         4,165
 Share of post-tax result of joint ventures                                                                                                              (80)                                                     (43)        (125)                 25                                                              (224)                                                     (199)

                                                                                         37
 Operating profit                                                                        32,007                                                          1,569                                                    33,576      29,713                70,874                                                          (9,703)                                                   61,171
 Finance income                                                                          199                                                             -                                                        199         388                   791                                                             -                                                         791
 Finance costs                                                                           (2,824)                                                         -                                                        (2,824)     (623)                 (1,828)                                                         -                                                         (1,828)
 Other finance income - defined benefit pension schemes                                                                                                  -                                                        -           -                     90                                                              -                                                         90

                                                                                         -
 Profit before income tax                                                                29,382                                                          1,569                                                    30,951      29,478                69,927                                                          (9,703)                                                   60,224
 Income tax expense                                                          5           (7,061)                                                         1,364                                                    (5,697)     (7,370)               (17,771)                                                        1,558                                                     (16,213)
 Profit for the period from continuing activities                                                                                                        2,933                                                    25,254      22,108                52,156                                                          (8,145)                                                   44,011

                                                                                         22,321
 Loss for the period from discontinued operations                            4                                                                                                                                    (663)       (1,201)                                                                                                                                         (2,440)
 Profit for the period attributable to equity holders of the parent company                                                                                                                                       24,591      20,907                                                                                                                                          41,571

  Basic earnings per share from continuing operations                         6                                                                          3.71p                                                    31.91p      27.98p                65.91p                                                          (10.30)p                                                  55.61p

                                                                                         28.20p
 Diluted earnings per share from continuing operations                       6                                                                            3.71p                                                   31.91p      27.92p                65.88p                                                                  (10.29)p                                          55.59p

                                                                                               28.20p
 Basic earnings per share                                                    6           28.20p                                                            2.87p                                                  31.07p      26.46p                65.91p                                                          (13.38)p                                                  52.53p
 Diluted earnings per share                                                  6           28.20p                                                            2.87p                                                  31.07p      26.40p                65.88p                                                          (13.37)p                                                  52.51p

 Proposed dividend                                                           7                                                                                                                                    6.67p       6.33p                                                                                                                                           19.00p

 

*Operating profit for the six months ended 31 March 2024 is stated after
charging £2,480,000 of amortisation cost and £151,000 of acquisition costs
(see Note 3).

 

** The comparatives have been restated due to the classification of a
component of the Group as a discontinued operation in the previous year.
Please see Note 1c) Basis of preparation for further details.

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 31 March 2025

 

                                                                                        Six months ended      Year ended
                                                                                        31 March              30 September
                                                                                 2025              2024       2024

                                                                                 Unaudited         Unaudited  Audited
                                                                                 £000              £000       £000

 Profit for the period attributable to equity holders of the parent company      24,591            20,907     41,571

 Items that will not be reclassified to profit or loss:
 Movement in actuarial valuation of the defined benefit pension schemes          -                 -          81
 Movement on deferred tax relating to the defined benefit pension schemes        -                 -
                                                                                                              (5)
 Total items that will not be reclassified to profit or loss                     -                 -          76
 Items that are or may be reclassified subsequently to profit or loss:
 Exchange movement in reserves                                                   -                 -          -
 Total items that are or may be reclassified subsequently to profit or loss      -                 -                                     -
 Total comprehensive income for the period attributable to equity holders of     24,591            20,907                                41,647
 the parent company

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 31 March 2025

 

 

                                                                    Share    Capital     Share based            Total
                                                           Share    premium  redemption  payments     Retained  equity
                                                           capital  account  reserve     reserve      earnings  Unaudited
                                                           £000     £000     £000        £000         £000      £000

 At 1 October 2023                                         7,913    66,419   3,896       1,267        99,902    179,397
 Transfer from income statement for the period                                                        20,907    20,907
 Dividends paid                                                                                       (9,497)   (9,497)
 New shares issued                                         1                                                    1
 Recognition of share based payments                                                     356                    356
 Vested share option transfer                                                            (602)        (253)     (855)
 At 31 March 2024                                          7,914    66,419   3,896       1,021        111,059   190,309
 Transfer from income statement for the period                                                        20,664    20,664
 Dividends paid                                                                                       (5,009)   (5,009)
 Recognition of share based payments                                                     351                    351
 Vested share option transfer                                                            3            (4)       (1)
 Actuarial movement recognised in the pension schemes                                                 81        81
 Movement on deferred tax relating to the pension schemes

                                                                                                      (5)       (5)
 At 30 September 2024                                      7,914    66,419   3,896       1,375        126,786   206,390
 Transfer from income statement for the period                                                        24,591    24,591
 Dividends paid                                                                                       (10,029)  (10,029)
 New shares issued                                         2                                                    2
 Recognition of share based payments                                                     400                    400
 Vested share option transfer                                                            (596)        596       -
 At 31 March 2025                                          7,916    66,419   3,896       1,179        141,944   221,354

 

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEET

at 31 March 2025

 

                                                              31 March   31 March      30 September
                                                              2025       2024          2024
                                                                         (restated*)
                                                              Unaudited  Unaudited     Audited
                                                              £000       £000          £000
 Non-current assets
 Intangible assets - goodwill                                 192,877       149,517    161,172
                       - other                                47,296     26,350        33,925
 Property, plant and equipment                                26,062     22,102        25,608
 Right of use assets                                          26,743     21,556        26,294
 Investment in joint ventures                                 3,736      3,852         3,780
 Retirement benefit asset                                     2,954      2,456         2,954
                                                              299,668    225,833       253,733
 Current assets
 Inventories                                                  13,135     4,002         6,365
 Assets held for sale                                         -          24,452        19,519
 Trade and other receivables                                  208,524    174,100       183,488
 Current tax assets                                           1,812      3,384         4,389
 Cash and cash equivalents                                    8,205      37,974        80,219
                                                              231,676    243,912       293,980

 Total assets                                                 531,344    469,745       547,713

 Non-current liabilities
 Lease liabilities                                            (15,570)   (12,161)      (15,605)
 Retirement benefit obligation                                (641)      (822)         (641)
 Deferred tax liabilities                                     (12,269)   (8,515)       (9,982)
 Provisions                                                   (338)      (338)         (338)
                                                              (28,818)   (21,836)      (26,566)
 Current liabilities
 Borrowings                                                   (20,000)   -             (52,000)
 Trade and other payables                                     (238,884)  (199,078)     (207,244)
 Lease liabilities                                            (9,353)    (7,607)       (8,975)
 Provisions                                                   (12,935)   (16,708)      (17,461)
 Liabilities directly associated with assets held for sale    -          (34,207)      (29,077)
                                                              (281,172)  (257,600)     (314,757)

 Total liabilities                                            (309,990)  (279,436)     (341,323)

 Net assets                                                   221,354    190,309       206,390

 Share capital                                                7,916      7,914         7,914
 Share premium account                                        66,419     66,419        66,419
 Capital redemption reserve                                   3,896      3,896         3,896
 Share based payments reserve                                 1,179      1,021         1,375
 Retained earnings                                            141,944    111,059       126,786
 Total equity                                                 221,354    190,309       206,390

 * The comparatives have been restated due to the classification of a component
 of the Group as a discontinued operation in the previous year. Please see Note
 1c Basis of preparation for further details.

CONDENSED CONSOLIDATED CASHFLOW STATEMENT

for the six months ended 31 March 2025

                                                                         Six months ended                   Year ended
                                                                           31 March                         30 September
                                                                    2025                2024                2024
                                                                                        (restated*)
                                                                    Unaudited           Unaudited           Audited
                                                                    £000                £000                £000
 Profit for the period from continuing operating activities         25,254              22,108              44,011
 Profit on disposal of subsidiary                                   (7,500)             -                   -
 Share of post-tax trading result of joint ventures                 43                  125                 199
 Amortisation of intangible assets and goodwill remeasurement       4,376               2,346               5,960
 Research and development expenditure credit                        (563)               (1,556)             (4,894)
 Depreciation                                                       7,439               5,934               12,683
 Profit on sale of property, plant and equipment                    (360)               (181)               (549)
 (Increase)/decrease in inventories                                 (634)               179                 (1,770)
 Increase in receivables                                            (5,338)             (1,882)             (1,520)
 Increase/(decrease) in payables                                    2,626               (4,943)             (4,593)
 Charge/(credit) in respect of share options                        400                 (499)               707
 Settlement of share options                                        -                   -                   (856)
 Finance income                                                     (199)               (388)               (791)
 Finance expense                                                    2,824               623                 1,738
 Interest paid                                                      (2,824)             (623)               (1,828)
 Income taxes paid                                                  (2,767)             (7,462)             (16,243)
 Income tax expense                                                 5,697               7,370               16,213
 Net cash inflow from continuing operating activities               28,474              21,151              48,467
 Net cash (outflow)/inflow from discontinued operating activities   (2,312)             4,194               (4,032)
 Net cash inflow from operating activities                          26,162              25,345              44,435
 Investing activities
 Interest received                                                  199                 388                 791
 Proceeds on disposal of property, plant and equipment              489                 369                 1,326
 Purchases of property, plant and equipment                         (1,389)             (996)               (6,146)
 Acquisition of subsidiaries net of cash acquired                   (47,373)            (4,208)             (26,083)
 Net cash outflow from continuing investing activities              (48,074)            (4,447)             (30,112)
 Net cash outflow from discontinued investing activities            -                   (119)               (545)
                                                                    (48,074)            (4,566)             (30,657)
 Financing activities
 Dividends paid                                                     (10,029)            (9,497)             (14,506)
 Issue of Ordinary Shares                                           2                   1                   1
 New loan                                                           20,000              20,000              72,000
 Loan repayments                                                    (52,000)            (20,000)            (20,000)
 Repayment of obligations under finance leases                      (5,540)             (4,437)             (9,246)
 Net cash (outflow)/inflow from financing activities                (47,567)            (13,933)            28,249

 Net (decrease)/increase in continuing cash and cash equivalents    (67,167)            2,771               46,604
 Net (decrease)/increase in discontinued cash and cash equivalents  (2,312)             4,075               (4,577)
 Net (decrease)/increase in cash and cash equivalents               (69,479)            6,846               42,027
 Cash and cash equivalents at the beginning of the period           77,684              35,657              35,657
 Cash and cash equivalents at the end of the period                 8,205               42,503              77,684

 Bank balances and cash (see Note 10)                               8,205               42,503              77,684

 

 * The comparatives have been restated due to the classification of a component
 of the Group as a discontinued operation in the previous year. Please see Note
 1c Basis of preparation for further details.

 

NOTES TO THE CONDENSED CONSOLIDATED ACCOUNTS

 

1      Basis of preparation

 

a)     The condensed consolidated interim financial report for the six
months ended 31 March 2025 and the equivalent period in 2024 has not been
audited or reviewed by the Group's auditor. It does not comprise statutory
accounts within the meaning of Section 435 of the Companies Act 2006.  It has
been prepared under the historical cost convention and on a going concern
basis in accordance with UK-adopted International Accounting Standards ("UK
adopted IAS").

The report does not comply with IAS 34 "Interim Financial Reporting" which is
not currently required to be applied for AIM companies and it was approved by
the Directors on 12 May 2025.

 

b)    The accounts for the year ended 30 September 2024 were prepared under
UK-adopted International Accounting Standards and have been delivered to the
Registrar of Companies. The report of the auditor on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain any statement under Section 498 (2) or (3) of the Companies Act 2006.
In this report, the comparative figures for the year ended 30 September 2024
have been audited. The comparative figures for the period ended 31 March 2024
are unaudited.

 

c)     The accounting policies applied in preparing the condensed
consolidated interim financial information are the same as those applied in
the preparation of the annual financial statements for the year ended 30
September 2024 as described in those financial statements.

 

Prior year restatement - disposal of Walter Lilly

 

On 4 October 2024 Walter Lilly was sold to Size Group Holdings Ltd (see Note
9). Management determined that, as a separate major line of business which met
the criteria to be classified as held for sale as at 30 September 2024, Walter
Lilly qualified as a discontinued operation. Under IFRS 5, the classification
of Walter Lilly as a discontinued operation resulted in the requirement to
separately present the totals of its result for the period and any gain or
loss on remeasurement on the face of the income statement. IFRS 5 also
requires that these disclosures be re-presented for prior periods presented in
the financial statements. Accordingly, it was necessary to restate the
comparative information as originally reported in order to present the result
of Walter Lilly within discontinued operations.

 

d)    The principal risks and uncertainties affecting the Group are
unchanged from those set out in the Group's Accounts for the year ended 30
September 2024.  The Directors have reviewed financial forecasts and are
satisfied that the Group has adequate resources to continue in operational
existence for the foreseeable future.  Accordingly, the Group continues to
adopt the going concern basis in preparing the condensed consolidated interim
financial report.

 

This condensed consolidated interim financial report is being sent to all
shareholders and is also available upon request from the Company Secretary,
Renew Holdings plc, 3125 Century Way, Thorpe Park, Leeds, LS15 8ZB, or via the
website, www.renewholdings.com (http://www.renewholdings.com) .

 

2      Segmental analysis

 

As set out in the accounting policy, the Group's operating segments have been
identified at the level of the individual subsidiaries based on the
information provided to the CODM. However, these operating segments are then
combined to identify the externally reportable segments based on the
aggregation criteria in IFRS 8. In previous years, having applied the
aggregation criteria,  the Group identified two reportable segments -
Engineering Services and Specialist Building. Historically the Specialist
Building segment comprised Walter Lilly and Allenbuild Limited. Walter Lilly
was sold on 4 October 2024 and, as a separate major line of business, was
classified as a discontinued operation under IFRS 5 (see Note 1 Accounting
policies prior year restatement).  Allenbuild Limited had previously been
sold in October 2014.

 

As Walter Lilly represented the last remaining CGU in the Specialist Building
segment, and was classified as a discontinued operation at September 2024, the
Group now comprises a single operating segment - Engineering Services.

 

(a) Geographical analysis

 

Group revenue for all financial periods is derived from continuing activities
predominantly in the UK.

 

All of the Group's non-current assets are deployed in the UK.

 

 

3      Exceptional items and amortisation of intangible assets

 

                                                                    Six months ended                Year ended
                                                                    31 March                        30 September
                                                                    2025               2024         2024
                                                                    Unaudited          Unaudited    Audited
                                                                    £000               £000         £000
 Costs associated with acquisitions and disposal                    1,475              151          3,519
 Total losses arising from exceptional items                        1,475              151          3,519
 Amortisation of intangible assets                                  4,456              2,480        6,184
 Profit on disposal of subsidiary                                   (7,500)            -            -
 Total exceptional items and amortisation charge before income tax  (1,569)                         9,703

                                                                                       2,631
 Taxation credit on exceptional items and amortisation              (1,364)                         (1,558)

                                                                                       (620)
 Total exceptional items and amortisation charge                    (2,933)            2,011        8,145

 

 

 During the period the Company incurred £251,000 of costs acquiring Full
 Circle Holdings B.V.

 Other costs relate to the disposal of Walter Lilly & Co Ltd and deferred
 remuneration linked to the acquisition of  Excalon Holdings Ltd.

 

4      Loss for the period from discontinued operations

 

 The loss for the period from discontinued operations recognised in the Income
 Statement of £663,000 (March 2024: £1,201,000, September 2024: £2,440,000)
 comprises:

 - a loss of £663,000 (March 2024: 1,803,000, September 2024: £3,466,000)
 arising from ongoing costs associated with the disposal of Allenbuild Ltd; and

 - the profit after tax of Walter Lilly of £Nil (March 2024: £602,000,
 September 2024: £1,026,000).

 Further details in relation to the disposal of Walter Lilly and an analysis of
 its revenue, expenses, pre-tax profit and income tax expense are provided in
 Note 9.

 The Group has increased provisions as a result of an internal reassessment of
 the likely costs required to settle Allenbuild Ltd's other known contractual
 claims.

 

 

5      Income tax expense

 

                                              Six months ended        Year ended
                                              31 March                30 September
                                              2025       2024         2024
                                                         (restated*)
                                              Unaudited  Unaudited    Audited
                                              £000       £000         £000
 Current tax:
 UK corporation tax on profit for the period  (5,830)    (6,472)      (16,407)
 Adjustments in respect of previous periods   -          -            (668)
 Total current tax                            (5,830)    (6,472)      (17,075)
 Deferred tax                                 133        (898)        862
 Income tax expense                           (5,697)    (7,370)      (16,213)

 

 

 * The comparatives have been restated due to the classification of a component
 of the Group as a discontinued operation in the previous year. Please see Note
 1c Basis of preparation for further
 details.

 

 

 

6      Earnings per share

 

                                                                                                                                                                                Year ended 30 September
 Six months ended 31 March
                                                                  2025                                                                                                                 2024

                                                                                                              2024
                                                                                                                         (restated*)
                                                                  Unaudited                                              Unaudited                                                            Audited
                                                     Earnings     EPS        DEPS                  Earnings              EPS                   DEPS                             Earnings      EPS           DEPS

                                                     £000         Pence      Pence                 £000                  Pence                 Pence                            £000          Pence         Pence
 Earnings before exceptional items and amortisation               28.20      28.20                                       30.53                 30.46                            52,156        65.91         65.88

                                                     22,321                                        24,119
 Exceptional items and amortisation                               3.71       3.71                                        (2.55)                (2.54)                           (8,145)       (10.30)       (10.29)

                                                        2,933                                         (2,011)
 Basic earnings per share - continuing activities                 31.91      31.91                                       27.98                 27.92                            44,011        55.61         55.59

                                                     25,254                                        22,108
 Loss for the period from discontinued activities                 (0.84)     (0.84)                                      (1.52)                (1.52)                           (2,440)       (3.08)        (3.08)

                                                     (663)                                         (1,201)
 Basic earnings per share                                         31.07      31.07                                       26.46                 26.40                            41,571        52.53         52.51

                                                     24,591                                        20,907

 Weighted average number of shares                                79,142     79,142                                      79,011                79,178                                         79,137        79,165

 

 

 The dilutive effect of share options is to increase the number of shares by
 Nil (March 2024: 167,350; September 2024: 28,000) and reduce the basic
 earnings per share by 0.00p (March 2024: 0.06p; September 2024: 0.02p).

 * The comparatives have been restated due to the classification of a component
 of the Group as a discontinued operation in the previous year. Please see Note
 1c Basis of preparation for further
 details.

 

7      Dividends

 

The proposed interim dividend is 6.67p (2024: 6.33p) per share. This will be
paid out of the Company's available distributable reserves to shareholders on
the register on 6 June 2025, payable on 9 July 2025.  The ex-dividend date
will be 5 June 2025.  In accordance with IAS 1 "Presentation of Financial
Statements", dividends are recorded only when paid and are shown as a movement
in equity rather than as a charge in the income statement.

 

8      Acquisition of subsidiary undertaking - Full Circle Holdings B.V.

 

On 7 October 2024 the Group announced that it has acquired Full Circle Group
Holding B.V. ("Full Circle" or the "Company"), a specialist provider of
repair, maintenance and monitoring services for onshore wind turbines in the
UK and Europe for a total cash consideration of €59.0m (£49.3m), funded
from the Group's existing cash resources and banking facilities (the
"Acquisition"). Full Circle was controlled and owned predominantly by
AtlasInvest Holding, the Belgian family holding specialised in the energy
sector.

 

Acquisition highlights:

 

 ·             Entry into the highly fragmented onshore wind services market
 ·             Technology-enabled platform providing 24/7 remote maintenance across nine
               countries from a centralised control centre in Amersfoort, the Netherlands
 ·             Attractive servicing model built on strong customer relationships, with
               long-term, recurring full-scope contracts
 ·             Experienced and committed management team in place to execute growth
               strategy

The provisional fair value of the assets and liabilities of Full Circle at the
date of acquisition were:

 

                                              Fair value
                                              £000
 Assets
 Intangible assets                            17,747
 Property, plant and equipment                1,251
 Right of use assets                          1,239
 Inventories                                  6,136
 Trade and other receivables                  19,697
 Cash                                         2,070
 Total assets                                 48,140

 Liabilities
 Borrowings                                   (102)
 Lease liabilities                            (1,291)
 Trade and other payables                     (26,615)
 Corporation tax                              (76)
 Deferred tax liabilities                     (2,420)
 Total liabilities                            (30,504)

 Total identifiable net assets at fair value  17,636

 Goodwill arising on acquisition              31,705
 Purchase consideration transferred           49,341

 

 

Goodwill of £31,705,000 arose on acquisition and is attributable to the
expertise and workforce of the acquired business.

 

Other intangible assets valued at £17,747,000, which represent customer
relationships and contractual rights, were also acquired and will be amortised
over their useful economic lives in accordance with IAS 38 and as defined
within accounting policy Note 1.v  Intangible assets. Amortisation of this
intangible asset commenced from October 2024. Deferred tax has been provided
on this amount.

 

Fair value adjustments arising from the
acquisition

 

In accordance with IFRS 3, the Board will review the fair value of assets and
liabilities using information available during the 12 months after the date of
acquisition. Fair value has been calculated using Level 3 inputs as defined by
IFRS 13.

 

The fair value of trade and other receivables was £19.7m. The gross amount of
trade and other receivables was £19.7m and it is expected that the full
contractual amounts will be collected.

 

Transaction costs of £0.2m were expensed and are included in exceptional
items (please see Note 3).

 

9. Disposal of Walter Lilly & Co Ltd

 

On 4 October 2024 the Company announced the disposal of Walter Lilly & Co.
Limited ("Walter Lilly") for a nominal net cash impact on a cash free/debt
free basis to Size Holdings Limited ("Size") (the "Disposal"), a leading
provider of premium quality construction, specialist crafts and maintenance
services. Size will assume any ongoing liabilities relating to Walter Lilly.
The disposal will enhance Group operating margins

 

The disposal saw the Group exit its only remaining Specialist Building
business and is consistent with the Group's strategy of focusing activities on
Specialist Engineering where it targets end markets delivering maintenance and
renewals programmes that benefit from long-term, non-discretionary funding
programmes.

 

At 30 September 2024 Walter Lilly was classified as a disposal group held for
sale and as a discontinued operation. Consequently, the March 2024
comparatives have also been restated accordingly. (Please see Note 1c for
details.)

 

The business of Walter Lilly represented the entirety of the Group's
Specialist Building operating segment until 30 September 2024.  With Walter
Lilly being classified as a discontinued operation, the Specialist Building
segment is no longer presented in the segment note.

 

 

The results of Walter Lilly for the periods are presented below.

 

                                                   Six months ended      Year ended
                                                   31 March              30 September
                                                   2025       2024       2024
                                                   Unaudited  Unaudited  Audited
                                                   £000       £000       £000

 Revenue from contracts with customers             -          47,416     91,535
 Expenses                                          -          (46,614)   (90,130)
 Operating income                                  -          802        1,405
 Finance costs                                     -          -          -
 Profit before tax from discontinued operations    -          802        1,405
 Tax expense                                       -          (200)      (379)
 Profit for the year from discontinued operations  -          602        1,026

 

The major classes of assets and liabilities of Walter Lilly classified as held
for sale as at 30 September 2024 are as follows:

 

                                Six months ended      Year ended
                                31 March              30 September
                                2025       2024       2024
                                Unaudited  Unaudited  Audited
                                £000       £000       £000

 Property, plant and equipment  -          245        602
 Right of use assets            -          53         707
 Cash                           -          4,529      -
 Debtors                        -          19,625     18,210
 Assets held for sale           -          24,452     19,519

 

 Bank overdraft                                               -                               -                          (2,535)
 Lease liability                                              -                               (53)                       (707)
 Creditors                                                    -                               (34,154)                   (25,835)
 Liabilities directly associated with assets held for sale    -                               (34,207)                   (29,077)

 Group net asset directly associated with the disposal group  -                               (9,755)                    (9,558)

 Group net asset directly associated with the disposal group                                                             (9,558)
 At 30 September 2024 Walter Lilly had an inter-company debtor, settled on                                               19,696
 disposal
 Subsidiary net assets                                                                                                   10,138
 Other provisional post year-end movements                                                                               (541)
 Exceptional profit on disposal                                                                                          7,500
 Provisional sale proceeds                                                                                               17,097

 Provisional sale proceeds                                                                                               17,097
 Overdraft                                                                                                               2,535
 Inter-company settlement                                                                                                (19,696)
 Estimated cash impact                                                                                                   (64)

                                                              Six months ended                                           Year ended
                                                              31 March                                                   30 September
                                                              2025                            2024                       2024
                                                              Unaudited                       Unaudited                  Audited
                                                              £000                            £000                       £000
 Net cashflows incurred by Walter Lilly are as follows:

 Operating                                                    -                               4,648                      (3,167)
 Investing                                                    -                               (119)                      (546)
 Financing                                                    -                               -                          -
                                                              -                               4,529                      (3,713)

 Sale proceeds are provisional, and are subject to finalising a completion
 accounts exercise which may impact the net assets, consequent sale proceeds,
 profit on disposal and net
 cash.

 

 

10.  Cash and cash equivalents

                Six months ended      Year ended
                31 March              30 September
                2025       2024       2024
                Unaudited  Unaudited  Audited
                £000       £000       £000

 Cash at banks  8,205      37,974     80,208
 Cash in hand   -          -          11
                8,205      37,974     80,219

 

 For the purpose of the statement of cash flows, cash and cash equivalents
 comprise the following:

 

                                                                 £000   £000    £000
 Cash at banks                                                   8,205  37,974  80,208
 Cash in hand                                                    -      -       11
                                                                 8,205  37,974  80,219
 Bank overdraft attributable to discontinued operation (Note 9)  -      4,529   (2,535)
                                                                 8,205  42,503  77,684

 

                            £000      £000    £000
 Cash and cash equivalents  8,205     42,503  77,684
 Cash in hand               (20,000)  -       (52,000)
 Net (debt)/cash            (11,795)  42,503  25,684

 

Renew Holdings plc has not included finance lease liabilities within its
measure of net cash due to their asset-backed nature. Therefore, whilst IFRS
16 has brought additional lease liabilities onto the balance sheet, the
standard has had no effect on the Group's net debt measure, which has been
calculated consistently with previous reporting periods.

 

IFRS 16 measurement of debt

 

The equivalent figures on an IFRS 16 measure would be :

 

 

 

                                                                        £000      £000      £000
 Net (debt)/cash (as above)                                             (11,795)  42,503    25,684
 Hire purchase liabilities                                              (6,051)   (6,018)   (6,103)
 Net (debt)/cash including hire purchase liabilities                    (17,846)  36,485    19,581
 Other IFRS 16 right of use liabilities                                 (18,872)  (13,750)  (18,477)
 Net (debt)/cash including all lease liabilities on an IFRS 16 measure  (36,718)  22,735    1,104

 

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