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REG - Rosebank Industries - ECI Acquisition Completion & Interim Results 2025

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RNS Number : 9824V  Rosebank Industries PLC  20 August 2025

 

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY
SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

20 August 2025

 

ROSEBANK INDUSTRIES PLC

("ROSEBANK" OR THE "COMPANY" OR THE "GROUP")

 

COMPLETION OF ELECTRICAL COMPONENTS INTERNATIONAL ("ECI") ACQUISITION, PLUS
UNAUDITED INTERIM RESULTS FOR ROSEBANK: SIX MONTHS ENDED 30 JUNE 2025

 

Further to the announcement on 6 June 2025, Rosebank is pleased to announce it
has successfully completed the acquisition of Electrical Components
International ("ECI"). All conditions have been satisfied, or, if applicable,
waived.

Completion of ECI acquisition

 

·      The acquisition of ECI, approved by shareholders on 1 July 2025,
completed late yesterday, valuing ECI at an enterprise value of approximately
9x expected 2025 Adjusted EBITDA

·      ECI's H1 trading was in line with our expectations, including a
record H1 adjusted operating margin of 15.1%(1), up 3 percentage points on
prior year

·      ECI new business wins in H1 2025 were up 28% on prior year and
are accretive to current margins

·      Tariffs incurred in the Period were fully recovered

·      Materially reduced ECI leverage on completion, freeing up
significant additional cashflow

·      Improvement plans for ECI already underway and include:

o  An initial restructuring plan with appropriate margin upside enhancement
has been started today

o  Closure of St Louis head office announced today

o  Diego Laurent, previously Finance Director of GKN Powder Metallurgy, has
been appointed Finance Director of ECI, effective today

·      In accordance with AIM technical requirements, shares in Rosebank
will be cancelled and readmitted to trading at 8.00 a.m. on 21 August 2025.
The issued ordinary share capital will remain unchanged at 406,607,653
ordinary shares

 

 

Unaudited interim results for Rosebank for the six months ended 30 June 2025

Rosebank today announces its interim results for the six month period ended 30
June 2025 ("H1 2025" or the "Period").

 

                            6 months ended 30 June 2025             7 months ended 31 Dec 2024
                            Adjusted(2) results  Statutory results  Adjusted(2) results  Statutory results

 £m
 Operating loss             (2.2)                (33.2)             (1.6)                (9.5)
 Free cash flow(2)          (1.2)                n/a                (0.6)                n/a
 Cash and cash equivalents  55.2                 55.2               48.1                 48.1

 

Rosebank H1 2025 results

·      The adjusted operating loss in the Period was £2.2 million,
reflecting a disciplined approach to head office cost management. The
statutory operating loss in the Period of £33.2 million(3) includes expenses
in relation to the acquisition of ECI, which was completed yesterday

·      Rosebank held cash and cash equivalents of £55.2 million(4) at
30 June 2025

 

(1.) Source: unaudited ECI interim results presented under US GAAP

(2.) Described in the glossary to the Preliminary Announcement and considered
by the Board to be a key measure of performance

(3.) A full reconciliation of statutory operating loss to adjusted operating
loss is shown in note 3 to the Condensed Consolidated Interim Financial
Statements

(4.) 30 June 2025 cash and cash equivalents include £11.0 million of the ECI
Capital Raise proceeds received in advance of the period end

 

Simon Peckham, Chief Executive of Rosebank Industries plc, today said:

"The ECI acquisition, that completed late yesterday, presents an exciting
first step in Rosebank's journey to create significant value for shareholders
and we are already underway with our plans. ECI's strong H1 performance, which
included a record adjusting operating margin for the business, shows its
underlying potential."

ENDS

 

Enquiries:

Investor Relations:

Chris Dyett                                +44
(0) 7974 974 690, ir@rosebankindustries.com (mailto:ir@rosebankindustries.com)

 

Montfort Communications:

Nick Miles                                 +44
(0) 7739 701 634, miles@montfort.london (mailto:miles@montfort.london)

Charlotte McMullen                    +44 (0) 7921 881 800,
mcmullen@montfort.london (mailto:mcmullen@montfort.london)

 

Investec Bank plc                      +44 (0)20 7597
5970

(Nominated Advisor, Joint Broker & Financial Advisor)

Carlton Nelson

Christopher Baird

 

Capitalised terms used in this announcement have the meanings given to them in
Rosebank's announcement on 6 June, unless the context provides otherwise.

 

 

 

 

 

CONDENSED CONSOLIDATED INCOME STATEMENT

                                       Notes  Six months  Seven month

                                              ended       period ended

                                              30 June     31 December

                                              2025        2024

                                              Unaudited   Audited

                                              £m          £m
 Operating expenses                           ((33.2)     (9.5)
 Operating loss                        3      (33.2)      (9.5)
 Finance income                               1.0         0.9
 Loss before tax                       4      (32.2)      (8.6)

 Tax                                          -           -
 Loss after tax for the period                (32.2)      (8.6)
                                       5      (160.7p)    (53.5p)

 Earnings per share                    5      (160.7p)    (53.5p)

 - Basic

 - Diluted

 Adjusted((1)) results
 Adjusted operating profit             3      (2.2)       (1.6)

 Adjusted profit after tax             3      (1.2)       (0.7)

 Adjusted basic earnings per share     5      (5.7p)      (4.4p)

 Adjusted diluted earnings per share   5      (5.7p)      (4.4p)

(1) Defined in the summary of material accounting policies (see note 2).

There was no other comprehensive income during the periods, therefore a
Statement of Other Comprehensive Income has not been presented. The above
results have been derived from continuing operations.

 

condensed Consolidated Statement of Cash Flows

                                                            Notes  Six months  Seven month

                                                                   ended       period ended

31 December
                                                                   30 June
2024

                                                                   2025        Audited

£m
                                                                   Unaudited

                                                                   £m
 Operating activities
 Net cash used in operating activities                      6      (5.1)       (1.5)

 Investing activities

 Interest received                                                 1.2         0.7
 Net cash from investing activities                                1.2         0.7

 Financing activities

 Cash proceeds from issuing shares                                 -           50.0

 Cash received in advance of issuing shares((1))                   11.0        -

 Associated costs from issuing shares                              -           (1.1)
 Net cash from financing activities                                11.0        48.9
                                                                   7.1         48.1

 Net increase in cash and cash equivalents                         48.1        -

 Cash and cash equivalents at the beginning of the period
 Cash and cash equivalents at the end of the period                55.2        48.1

((1)) Further information is set out in note 1.

 

CONDENSED CONSOLIDATED BALANCE SHEET

                                                   30 June     31 December

 2024
                                                   2025

           Audited
                                                   Unaudited
£m

                                                   £m
 Non-current assets                                0.5         0.5

 Property, plant and equipment
                                                   0.5         0.5
 Current assets                                    0.3         0.3

 Other receivables                                 55.2        48.1

 Cash and cash equivalents
                                                   55.5        48.4
 Total assets                                      56.0        48.9
 Current liabilities                               24.5        4.3

 Trade and other payables                          15.2        -

 Derivative financial liabilities                  0.1         -

 Lease obligations
                                                   39.8        4.3
 Net current assets                                15.7        44.1
 Non-current liabilities

 Lease obligations

 Provisions
                                                   0.4         0.5

                                                   0.2         0.2
                                                   0.6         0.7
 Total liabilities                                 40.4        5.0
 Net assets                                        15.6        43.9
 Equity

 Issued share capital                              48.9        48.9

 Retained earnings                                 (33.3)      (5.0)
 Equity attributable to owners of the parent       15.6        43.9

 

The Financial Statements were approved and authorised for issue by the Board
of Directors on 19 August 2025 and were signed on its behalf by:

 

Simon Peckham
 
Matthew Richards

 

Chief
Executive
Group Finance Director

19 August
2025
19 August 2025

 

 

condensed Consolidated statement of changes in equity

                                             Issued share capital  Retained   Equity attributable to owners

of the parent
                                             £m                    earnings

          £m
                                                                   £m
 At 31 May 2024                              -                     -          -
 Loss for the period                         -                     (8.6)      (8.6)
 Issue of new shares net of costs paid((1))  48.9                  -          48.9

 Equity-settled share-based payments         -                     3.6        3.6
 At 31 December 2024 (audited)               48.9                  (5.0)      43.9
 Loss for the period                         -                     (32.2)     (32.2)
 Equity-settled share-based payments         -                     3.9        3.9
 At 30 June 2025 (unaudited)                 48.9                  (33.3)     15.6

(1) Further information is set out in note 1.

 

1.   Corporate information

The interim financial information for the six months ended 30 June 2025 has
not been audited. The information for the six month period ended 30 June 2025
shown in this report does not constitute statutory accounts for that year as
defined in Article 105 (11) of the Companies (Jersey) Law 1991. No
comparatives have been presented for the one month period ended 30 June 2024
as only the initial transaction to recognise two shares issued to directors
had been recorded. The requirement in IAS1 to present comparatives has been
met in this note as a balance of £2 would have been presented for the
comparative period ended 30 June 2024 in share capital and receivables.

The principal risks and uncertainties are consistent with those detailed in
the Group's Annual Report for the period ended 31 December 2024 on page 6. A
risk management and internal controls framework is in place for the Group
which is reflective of the Group's current size, however, this will evolve in
the second half of the year as Electrical Components International ("ECI") is
integrated.

2.   Summary of material accounting policies

Basis of accounting

The interim financial information for the six months ended 30 June 2025, which
has been approved by the Board of Directors, has been prepared on the basis of
the accounting policies set out in the Group's 2024 Annual Report on pages 26
to 31.

The Group's 2024 Annual Report can be found on the Group's website
www.rosebankindustries.com. These Condensed Consolidated Interim Financial
Statements should be read in conjunction with the 2024 information and have
been prepared in accordance with UK-endorsed International Financial Reporting
Standards ("IFRS"). These unaudited Condensed Consolidated Interim Financial
Statements do not constitute statutory accounts and have been prepared in
accordance with those parts of the Companies (Jersey) Law 1991 applicable to
companies reporting under IFRS and IAS34: "Interim Financial Reporting".

Capital structure

On 11 July 2024 the shares of the Company were admitted to trading on AIM, a
market operated by the London Stock Exchange plc. In addition to the 2 shares
issued at incorporation on 31 May 2024, the Company allotted a further
19,999,998 ordinary shares of nil par value at 250 pence each, which resulted
in a placed share capital balance of £48.9 million, being proceeds received
of £50.0 million, net of associated costs of £1.1 million.

On 6 June 2025, the Group announced that it had reached an agreement with
Cerberus Capital Management LLP to acquire ECI. ECI is one of the world's
leading suppliers of electrical distribution systems, control box assemblies,
and other critical engineered components for a range of diversified end
markets ranging from consumer appliances to smart industrial equipment.

To finance the acquisition, a share capital raise has been completed following
the period end and as a result 386,607,653 shares were issued on 3 July 2025,
generating total proceeds of £1.16 billion of the total proceeds, cash was
received from Directors in June 2025, in advance, and contingent on, the
shareholder vote to approve the Capital Raise on 1 July 2025. For further
information see note 8.

Alternative Performance Measures

The Group presents Alternative Performance Measures ("APMs") in addition to
the statutory results of the Group. These are presented in accordance with the
Guidelines on APMs issued by the European Securities and Markets Authority
("ESMA").

APMs used by the Group are set out in the glossary to these Condensed
Consolidated Financial Statements and the reconciling items between statutory
and adjusted results are listed below and described in more detail in note 3.

Adjusted profit measures exclude items which are significant in size or
volatility or by nature are non-trading or non-recurring.

On this basis, the following are the principal items included within adjusting
items impacting operating profit and profit before tax:

·      Acquisition and disposal related gains and losses including such
costs incurred during acquisition and disposal processes that do not
materialise;

·      The charge for the Rosebank equity-settled compensation scheme,
including its associated employer's tax charge; and

In addition to the items above, adjusting items impacting profit after tax
include:

·      The tax effects of adjustments to profit before tax.

The Board considers the adjusted results to be an important measure used to
monitor how the businesses are performing as this provides a meaningful
reflection of how the businesses are managed and measured on a day-to-day
basis. As the size and complexity of the Group increases, these measures are
intended to achieve consistency and comparability between future reporting
periods. For the six month period ended 30 June 2025, the Board has used the
adjusted measures to monitor the underlying cost base of the Group as it
establishes its Head office operations.

The adjusted measures are also in alignment with performance measures used by
certain external stakeholders.

Adjusted profit is not a defined term under IFRS and may not be comparable
with similarly titled profit measures reported by other companies. It is not
intended to be a substitute for, or superior to, GAAP measures. All APMs
relate to the current period results.

 

2.   Summary of material accounting policies continued

Basis of consolidation

Going concern

The Group's business activities in the period, together with the factors
likely to affect its future development, performance and position are
consistent with the prior period and are set out in more detail in the Chief
Executives review and the Finance Director's review on pages 3 to 5 in the
Group's Annual Report for the period ended 31 December 2024.

 

The Group retains £55.2 million classified within cash and cash equivalents
as at 30 June 2025, which provides significant funding for the ongoing Head
Office costs. After making appropriate enquiries and consideration of the
impact of the acquisition of ECI on the forecasts of the Group, the Directors
have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing these Condensed
Consolidated Financial Statements.

 

3.   Reconciliation of adjusted profit measures

As described in note 2, adjusted profit measures are an alternative
performance measure used by the Board to monitor the operating performance of
the Group.

a)   Operating profit

                                                       Notes  Six months  Seven month

                                                              ended       period ended

31 December
                                                              30 June
2024

                                                              2025        Audited

£m
                                                              Unaudited

                                                              £m
 Operating loss                                               (33.2)      (9.5)
 Acquisition and disposal related gains and losses

 Rosebank equity-settled compensation scheme charges    a

                                                       b      27.1        4.1

                                                              3.9         3.8
 Total adjustments to operating loss                          31.0        7.9
 Adjusted operating loss                                      (2.2)       (1.6)

 

a.   An acquisition and disposal related charge of £27.1 million (seven
month period ended 31 December 2024: £4.1 million) arose in the period which
relates to costs incurred in respect of acquisition processes. It includes a
fair value loss of £15.2 million (seven month period ended 31 December 2024:
£nil) as at 30 June 2025 associated with a deal contingent hedging
instrument, entered into to mitigate foreign exchange risk and fix the US
dollar rate for acquisition-related payments at approximately 1.35, depending
on the date of execution. These are shown as adjusting items due to their size
and non-trading nature.

b.   The charge for the Rosebank Incentive Schemes equity-settled Employee
Share Scheme of £3.9 million (seven month period ended 31 December 2024:
£3.8 million), which includes a charge to the accrual for employer's tax
payable of £nil (seven month period ended 31 December 2024: £0.2
million), is excluded from adjusted results due to its size and volatility.
The shares that would be issued, based on the current value of both schemes at
the end of the reporting period, are included in the calculation of the
adjusted diluted earnings per share.

 

b)   Profit after tax

                                                     Six months  Seven month

                                                     ended       period ended

31 December
                                                     30 June
2024

                                                     2025        Audited

£m
                                                     Unaudited

                                                     £m
 Loss after tax                                      (32.2)      (8.6)
 Adjustments to operating loss as above              31.0        7.9

 Tax effect of adjustments to loss before tax        -           -
 Total adjustments to loss after tax                 31.0        7.9
 Adjusted loss after tax                             (1.2)       (0.7)

 

 

4.   Tax

The tax charge for the period can be reconciled to the loss before tax per the
Income Statement as follows:

                                          Six months  Seven month

                                          ended       period ended

31 December
                                          30 June
2024

                                          2025        Audited

£m
                                          Unaudited

                                          £m
 Loss before tax                          (32.2)      (8.6)
 Tax credit on loss before tax at 19%     6.1         1.6

 Tax effect of:

 Non-deductible and non-taxable items     (6.1)       (1.6)
 Total tax charge for the period          -           -

 

The reconciliation has been performed at a tax rate of 19% as results in the
period arose in the UK and as such the UK small profits rate has been used.

 

Global Minimum Tax rules

The Group has reviewed the impact of the new Global Minimum Tax ("Pillar 2")
rules and considers they are unlikely to have a material impact on the Group
tax charge in their current form.

 

5.   Earnings per share

 Earnings attributable to owners of the parent  Six months  Seven month

                                                ended       period ended

31 December
                                                30 June
2024

                                                2025        Audited

£m
                                                Unaudited

                                                £m
 Earnings for basis of earnings per share       (32.2)      (8.6)

 

                                                                                Six months  Seven month

                                                                                ended       period ended

31 December
                                                                                30 June
2024

                                                                                2025        Audited

£m
                                                                                Unaudited

                                                                                £m
 Weighted average number of ordinary shares for the purposes of basic earnings  20          16
 per share (million)

                                                                              -           -
 Further shares for the purposes of diluted earnings per share (million)
 Weighted average number of ordinary shares for the purposes of diluted         20          16
 earnings per share (million)

 

On 11 July 2024, the Company was admitted to trading on AIM. The Company
allotted a further 19,999,998 Ordinary shares, in addition to the 2 shares
issued at incorporation.

 Earnings per share          Six months  Seven month

                             ended       period ended

31 December
                             30 June
2024

pence
                             2025

                             Unaudited

                             pence
 Basic earnings per share    (160.7)     (53.5)
 Diluted earnings per share  (160.7)     (53.5)

 

 Adjusted earnings                                               Six months  Seven month

                                                                 ended       period ended

31 December
                                                                 30 June
2024

                                                                 2025        Audited

£m
                                                                 Unaudited

                                                                 £m
 Adjusted earnings for the basis of adjusted earnings per share  (1.2)       (0.7)

 

Adjusted earnings per share:

                                       Six months  Seven month

                                       ended       period ended

31 December
                                       30 June
2024

                                       2025        Audited

pence
                                       Unaudited

                                       pence
 Adjusted basic earnings per share     (5.7)       (4.4)

 Adjusted diluted earnings per share   (5.7)       (4.4)

 

6.   Cash flow statement

                                                                            Notes  Six months  Seven month

                                                                                   ended       period ended

31 December
                                                                                   30 June
2024

                                                                                   2025        Audited

£m
                                                                                   Unaudited

                                                                                   £m
 Reconciliation of operating loss to net cash used in operating activities         (33.2)      (9.5)

 Operating loss                                                                    31.0        7.9

 Adjusting items

                                                                            3
 Adjusted operating loss                                                    3      (2.2)       (1.6)

 Adjustments for:

 Change in receivables                                                             (0.2)       (0.1)

 Change in payables                                                                -           0.4

 Acquisition related costs                                                         (2.7)       (0.2)
 Net cash used in operating activities                                             (5.1)       (1.5)

 

7.   Financial Instruments and risk management

The table below sets out the Group's accounting classification of each
category of financial assets and liabilities and their carrying values as at
30 June 2025:

                                                              Current  Non-current  Total

£m
                                                              £m       £m
 30 June 2025

 Financial assets                                             55.2     -            55.2

 Classified as amortised cost

 Cash and cash equivalents

 Financial liabilities                                        (13.5)   -            (13.5)

 Classified as amortised cost                                 (0.1)    (0.4)        (0.5)

 Other financial liabilities

 Lease obligations

 Classified as fair value                                     (15.2)   -            (15.2)

 Derivative financial liabilities

      Contingent foreign currency forward contract((1))
 31 December 2024

 Financial assets                                             48.1     -            48.1

 Classified as amortised cost

 Cash and cash equivalents

 Financial liabilities                                        (4.3)    -            (4.3)

 Classified as amortised cost                                 -        (0.5)        (0.5)

 Trade and other payables

 Lease obligations

(1) Represents the fair value of a deal contingent hedging instrument, entered
into to mitigate foreign exchange risk and fix the US dollar rate for
acquisition-related payments at approximately 1.35, depending on the date of
execution.

The Directors consider that the carrying amount of financial assets and
liabilities approximate to their fair values.

 

8. Post Balance Sheet Events

On 6 June 2025, the Group announced that it had reached an agreement with
Cerberus Capital Management LLP to acquire ECI. Subsequent to the period end,
a share capital raise was completed and as a result 386,607,653 shares were
issued on 3 July 2025 raising approximately £1.16 billion.

 

On 1 July 2025, the Group also agreed a new three-year banking facility, with
the potential to be extended for two additional one-year periods at the
Group's option. The new facility, totalling $900 million, is split into a $400
million term loan and a $500 million revolving credit facility and is
contingent upon the completion of the acquisition of ECI. The term loan and
revolving credit facility will be used to finance the existing indebtedness of
ECI and the enlarged Group's working capital requirements.

 

Transaction costs relating to the ECI transaction, which include equity
raising fees, debt arrangement fees and other costs of acquisition are
expected to be approximately £60 - £65 million, of which approximately £11
million relates to bank arrangement fees in relation to the raising of debt
finance. During the six months to 30 June 2025, £11.9 million of
non-contingent acquisition related costs were recognised within adjusting
items. Costs contingent on the acquisition have not been accrued at the half
year in compliance with IAS 37: "Provisions, Contingent Liabilities and
Contingent Assets".

On 19 August 2025 Rosebank completed the acquisition of ECI for a total cash
consideration of approximately £1.5 billion. The fair value and initial
carrying amount recognised at the acquisition date for each class of ECI's
assets, liabilities and contingent liabilities along with profits earned
during the period have not been disclosed as it is not practical to do so in
the time available since the acquisition.

 

 

GLOSSARY

Alternative Performance Measures ("APMs")

In accordance with the Guidelines on APMs issued by the European Securities
and Markets Authority ("ESMA"), additional information is provided on the APMs
used by the Group below.

In the reporting of financial information, the Group uses certain measures
that are not required under IFRS. These additional measures (commonly referred
to as APMs) provide additional information on the performance of the business
and trends to stakeholders. The Board considers the adjusted results to be an
important measure used to monitor how the businesses are performing as this
provides a meaningful reflection of how the businesses are managed and
measured on a day-to-day basis. As the size and complexity of the Group
increases, these measures are intended to achieve consistency and
comparability between future reporting periods. For the six month period ended
30 June 2025, the Board has used the adjusted measures to monitor the
underlying cost base of the Group as it establishes its Head office
operations.

These APMs may not be directly comparable with similarly titled measures
reported by other companies and they are not intended to be a substitute for,
or superior to, IFRS measures. All Income Statement and cash flow measures are
provided for continuing operations.

Income Statement Measures

 APM

 Adjusting items
 Closest equivalent statutory measure

 None
 Reconciling items to statutory measure

 Adjusting items (note 3)
 Definition and purpose

 Those items which the Group excludes from its adjusted profit metrics in order
 to present a further measure of the Group's performance.

 These include items which are significant in size or volatility or by nature
 are non-trading or non-recurring.

 This provides a meaningful comparison of how the businesses are managed and
 measured on a day-to-day basis and provides consistency and comparability
 between reporting periods.

 

 APM

 Adjusted operating profit
 Closest equivalent statutory measure

 Operating profit/(loss)((1))
 Reconciling items to statutory measure

 Adjusting items (note 3)
 Definition and purpose

 The Group uses adjusted profit measures to provide a useful and more
 comparable measure of the ongoing performance of the Group. Adjusted measures
 are reconciled to statutory measures by removing adjusting items, the nature
 of which are disclosed above and further detailed in note 3.

 Adjusted operating profit                    Six months  Seven month

                                              ended       period ended

31 December
                                              30 June
2024

                                              2025        Audited

£m
                                              Unaudited

                                              £m
 Operating loss                               (33.2)      (9.5)

 Adjusting items to operating loss (note 3)   31.0        7.9
 Adjusted operating profit                    (2.2)       (1.6)

 

 APM

 Adjusted profit after tax
 Closest equivalent statutory measure

 Profit/(loss)((1))
 Reconciling items to statutory measure

 Adjusting items (note 3)
 Definition and purpose

 Profit after tax but before the impact of the adjusting items. As discussed
 above, adjusted profit measures are used to provide a useful and more
 comparable measure of the ongoing performance of the Group. Adjusted measures
 are reconciled to statutory measures by removing adjusting items, the nature
 of which are disclosed above and further detailed in note 3.

 

 Adjusted profit after tax                             SIx months  Seven month

                                                       ended       period ended

31 December
                                                       30 June
2024

                                                       2025        Audited

£m
                                                       Unaudited

                                                       £m
 Profit/(loss) after tax                               (32.2)      (8.6)

 Adjusting items to profit/(loss) after tax (note 3)   31.0        7.9
 Adjusted profit after tax                             (1.2)       (0.7)

 APM

 Adjusted basic earnings per share
 Closest equivalent statutory measure

 Basic earnings per share
 Reconciling items to statutory measure

 Adjusting items (note 3 and note 5)
 Definition and purpose

 Profit after tax attributable to owners of the parent and before the impact of
 adjusting items, divided by the weighted average number of ordinary shares in
 issue during the financial period.

 

 APM

 Adjusted diluted earnings per share
 Closest equivalent statutory measure

 Diluted earnings per share
 Reconciling items to statutory measure

 Adjusting items (note 3 and note 5)
 Definition and purpose

 Profit after tax attributable to owners of the parent and before the impact of
 adjusting items, divided by the weighted average number of ordinary shares in
 issue during the financial period adjusted for the effects of any potentially
 dilutive options.

 

Cash Flow Measures

 APM

 Adjusted operating cash flow
 Closest equivalent statutory measure

 Net cash from operating activities
 Reconciling items to statutory measure

 Acquisition related costs (note 6)
 Definition and purpose

 This measure provides additional useful information in respect of cash
 generation and is consistent with how business performance is
 measured internally.

 Adjusted operating cash flow           Six months  Seven month

                                        ended       period ended

31 December
                                        30 June
2024

                                        2025        Audited

£m
                                        Unaudited

                                        £m
 Net cash used in operating activities  (5.1)       (1.5)

 Acquisition related costs               2.7         0.2
 Adjusted operating cash flow           (2.4)       (1.3)

 

 

 APM

 Free cash flow
 Closest equivalent statutory measure

 Net increase/decrease in cash and cash equivalents
 Reconciling items to statutory measure

 Acquisition related costs, cash proceeds from issuing shares, cash received in
 advance of issuing shares and associated costs from issuing shares
 Definition and purpose

 Free cash flow represents cash generated after all trading costs.

 Free cash flow                               Six months  Seven month

                                              ended       period ended

31 December
                                              30 June
2024

                                              2025        Audited

£m
                                              Unaudited

                                              £m
 Net increase in cash and cash equivalents    7.1         48.1

 Acquisition related costs                     2.7         0.2

 Cash proceeds from issuing shares            -           (50.0)

 Cash received in advance of issuing shares   (11.0)      -

 Associated costs from issuing shares         -           1.1
 Free cash flow                               (1.2)       (0.6)

(1) Operating profit/(loss) is not defined within IFRS but is a widely
accepted profit measure being profit/(loss) before finance costs, finance
income and tax.

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