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REG - RS Group PLC - Half-year Financial Report

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RNS Number : 4679G  RS Group PLC  06 November 2025

6 November 2025

RS GROUP PLC

RESULTS FOR THE HALF YEAR ENDED 30 SEPTEMBER 2025

FIRST HALF PERFORMANCE AS EXPECTED; FULL YEAR OUTLOOK UNCHANGED

SIMON PRYCE, CHIEF EXECUTIVE OFFICER, COMMENTED:

"I'm pleased our performance in the first half of the year was in line with
expectations and our full year outlook is unchanged.

Like-for-like sales for the Group were broadly flat, with growth in Americas
and APAC offsetting a small decline in EMEA, and the Group as a whole moved
into marginal growth in Q2.

This was a solid outcome given continued uncertainty in most of our markets
and was another half of relative outperformance. The first half results
benefited from ongoing restructuring efforts, and improved agility on both
pricing and cost management. We also continued to improve the business through
effective execution of a range of targeted and longer-term strategic
initiatives to accelerate growth, improve efficiency and drive better
operating leverage over time. These initiatives are driving improvements in
some of our key underlying operational metrics and providing resilience in
financial performance while market conditions continue to be weak.

Our continued good strategic and operational progress is a result of the focus
and continued hard work of all colleagues across the globe. This underpins our
confidence in delivering on our medium-term financial targets to generate much
improved returns and long-term sustainable value, particularly once our
markets demonstrate more sustained recovery."

 Highlights                            H1 2025/26  H1 2024/25(2)  Change     Like-for-like(1) change
 Revenue                               £1,403m     £1,441m        (3)%       (1)%
 Adjusted operating profit(1)          £122m       £133m          (8)%       (7)%
 Adjusted operating profit margin(1)   8.7%        9.2%           (0.5) pts  (0.5) pts
 Adjusted profit before tax(1)         £112m       £118m          (6)%       (4)%
 Adjusted basic earnings per share(1)  17.6p       18.5p          (5)%       (3)%
 Operating profit                      £122m       £119m          3%
 Operating profit margin               8.7%        8.3%           0.4 pts
 Profit before tax                     £112m       £105m          7%
 Basic earnings per share              17.7p       16.4p          8%
 Interim dividend                      8.7p        8.5p           2%
 Adjusted free cash flow(1)            £86m        £89m           (3)%
 Cash generated from operations        £166m       £163m          2%
 Net debt(1)                           £(333)m     £(437)m
 Net debt to adjusted EBITDA(1)        1.0x        1.3x

1.         See Note 15 for definitions and reconciliations of all
alternative performance measures, including like-for-like change and adjusted
measures.

2.         H1 2024/25 restated to reflect the correct application of the
Group inventory provisioning policy in the US. See Note 16 for further
details.

First half financial performance as expected

·   Group revenue down 3%; like-for-like down 1% in H1 2025/26, with growth
in Q2.

·   Gross margin improved by 0.4 percentage points.

·   Flat adjusted operating costs, with restructuring benefits and good cost
management offsetting impacts of cost inflation and planned increase in
organic investment.

·   Operating profit up 3%; like-for-like adjusted operating profit down 7%.

·   Adjusted operating cash flow conversion of 107%; net debt £31 million
lower than at the start of the year.

·   Interim dividend up 2%, in line with our progressive dividend policy.

Further strategic and operational progress

·   £9 million of restructuring and integration benefits in H1 2025/26;
total restructuring and integration benefits of £47 million since April 2023.

·   Growth accelerators delivering; like-for-like revenue up 4% for RS PRO
and up 7% for service solutions.

·   £19 million in H1 2025/26 of planned c. £35-£40 million full year
organic operating cost investment.

Full year outlook unchanged

PMIs(1) are higher in nearly all our markets than they were six months ago,
although they are generally still in contraction territory and markets remain
uncertain.

We continue to take market share, and are benefiting from active management of
the things we can control, remaining agile in our execution, pricing, and cost
and cash management to react effectively to prevailing market conditions,
while continuing to invest in improving the business to drive sustainable
long-term value creation. Our 2025/26 full year outlook remains unchanged.

We believe a more stable macro-economic environment and structural industry
trends will return our end-markets to growth over time. The investments we are
making to improve our business are already having a positive impact and we are
now better positioned to capture growth and further improve share, with much
improved operating leverage, particularly once our markets demonstrate more
sustained recovery. This underpins our confidence in delivering our
medium-term financial targets of growing revenue at twice the market, mid-teen
adjusted operating margins, over 80% cash conversion and over 20% return on
capital employed.

1.         Purchasing Managers' Index (PMI).

Company compiled consensus for the year ending 31 March 2026 has revenue of
£2,925 million, adjusted operating profit of £265 million and adjusted
profit before tax of £240 million. Source:
https://www.rsgroup.com/investors/analyst-consensus/
(https://www.rsgroup.com/investors/analyst-consensus/) .

 Enquiries:
 Kate Ringrose    Chief Financial Officer          020 7239 8426

 Martyn Espley    Interim VP, Investor Relations   020 7239 8427
 Martin Robinson  Teneo                            020 7353 4200

 

There will be an audio presentation today at 9am (UK time) which can be
accessed live and later as a recording on the RS Group website at
www.rsgroup.com (http://www.rsgroup.com) .

Webcast link:
https://www.investis-live.com/rsgroup/68fa09210727be00165cdbae/lrwwer
(https://url.uk.m.mimecastprotect.com/s/huVCCz7lqCR4my7ZU4fAu9tLqT?domain=investis-live.com)

It is advisable to pre-register early to avoid any delays in joining the
conference call. To ask a question, participants will need to be connected by
phone.

Participant dial-in numbers

United Kingdom (Local):                     +44 20 3936 2999

United Kingdom (Toll-Free):              +44 800 041 8829

All other locations:                              Global
Dial-In Numbers
(https://url.uk.m.mimecastprotect.com/s/n0UQCkrM6sO3LKBLCVh9FG9Fr7?domain=netroadshow.com)
 
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Participant access code:                     406437

Presentation timing

Date: Thursday, 6 November 2025

Time: 9am UK time

Notes to editors:

RS Group plc is a high-service global product and service solutions provider
for industrial customers, enabling them to operate efficiently and
sustainably. We operate in 36 markets, stock over 830,000 industrial and
specialist products and list an additional five million relevant for our
industrial customers, sourced from over 2,500 suppliers. This extensive range
supports our customers across the industrial lifecycle of designing, building,
and maintaining equipment and operations. We enhance their experience through
a tailored service model, leveraging our efficient physical, digital and
process infrastructure sustainably. We combine a technically led and digitally
enabled approach with an exceptional team of experts; ultimately, it's our
people that make the difference. Our purpose, making amazing happen for a
better world, reflects our focus on delivering results for people, planet and
profit.

RS Group plc is listed on the London Stock Exchange with stock ticker RS1 and
in the year ended 31 March 2025 reported revenue of £2,904 million.

BUSINESS REVIEW

We made further strategic and operational progress in the first half of the
year, against an uncertain market backdrop. Like-for-like revenue for the
Group was broadly flat, continuing the trend from the final quarter of the
previous financial year, with the Group in marginal growth in Q2. Trading in
EMEA continued to be impacted by soft PMI and industrial production data,
while performance in Americas and Asia Pacific was more resilient. At a Group
level, our supplier data indicates that we are outperforming the market and
gaining market share in most of our product categories.

We continue to invest in strategic initiatives to accelerate growth, improve
efficiency and drive better operating leverage over time. In the absence of
market recovery, the benefits of these initiatives are yet to be reflected in
our financial performance. However, we are already beginning to see them
driving improvement in some of our key underlying operational metrics,
providing resilience for the Group, and our growth accelerators are
delivering. We achieved an additional £9 million of restructuring and
integration benefits in H1 2025/26, taking the cumulative total since April
2023 to £47 million, well ahead of our initial expectations.

Our performance underpins our confidence both in our strategy and in
delivering on our medium-term financial targets to generate stronger returns
and long-term sustainable value, particularly once markets demonstrate more
sustained recovery.

First half financial performance as expected

We delivered financial performance in line with our expectations in the first
half of 2025/26. Like-for-like revenue reduced by 1% compared to the same
period last year, with growth in Americas and Asia Pacific offset by a decline
in EMEA against a continuing backdrop of soft markets. Group like-for-like
revenue in the second quarter was up 1%, continuing the underlying trend of
stabilisation we saw in the first quarter and the fourth quarter of last year.
First quarter like-for-like revenue was down 2%, which was adversely impacted
by our significant projects to upgrade our digital commerce platform in
Americas and the closure of a Distrelec distribution centre in EMEA.

Average order value increased by 3% to £257, although we saw reductions in
average order frequency and in the number of customers in our Key customer
segment, with the weak economic environment impacting demand. In line with our
strategy to grow share of customer wallet, we delivered 4% like-for-like
revenue growth from our Corporate customer segment. Higher uptake of our
eProcurement solution from these larger customers was a major factor in 7%
like-for-like revenue growth in service solutions. We also continue to drive
revenue growth in our own-brand RS PRO products, up 4% like-for-like. At a
product category level, the more resilient product categories of Facilities
& Maintenance and Mechanical & Fluid Power continue to outperform in
EMEA, with Americas delivering improved Automation & Control (A&C) and
Electrification revenues. Demand for Semis & Passives remained weak across
the Group.

Gross margin was 43.1%, up 0.4 percentage points on last year, as we start to
see some benefits from inflation and active price management. Adjusted
operating costs were broadly flat, with restructuring savings and focused cost
management helping offset the impact of cost inflation and continued strategic
investment to improve the business. Adjusted operating profit of £122 million
was 8% lower than the same period last year, or 7% lower on a like-for-like
basis. The adjusted operating profit margin was 0.5 percentage points lower at
8.7%, largely reflecting the planned increase in spend on our strategic
investments.

Continued good working capital management resulted in adjusted operating cash
flow conversion of 107%, well in excess of our greater than 80% target. Net
debt fell by £31 million over the first six months of the year to £333
million, and our balance sheet remains strong, with net debt to adjusted
EBITDA reducing to 1.0x.

Strategic and operational investment delivering

We continue to progress with our multi-year strategic growth and operational
improvement plan to strengthen our differentiated proposition and accelerate
growth, improve efficiency and drive better operating leverage over time.
These organic investments are already driving improvement in some of our key
underlying operational metrics, providing resilience and delivery in our
growth accelerators.

People

Create an inclusive and engaging environment where everyone is proud and
excited to come to work, perform at their best, thrive and grow.

We continue to strengthen our senior leadership team through a mix of external
hires, internal promotions and increased investment in training and mobility.
We are also enhancing our people management capability, including through the
introduction of our Leadership Advantage Programme to around 100 senior
leaders across the globe. We have enhanced our programme management
capabilities and discipline, rolling out an 'RS Way of Change and Program
Management' to improve prioritisation, address interdependencies and drive
better execution combined with time allocation tracking systems for informed
decision making.

Maintaining and improving employee engagement at all levels remains a key
priority. Our recent employee engagement survey again demonstrated high levels
of engagement, with a one point increase in the engagement score to 73 despite
the challenging markets and the level of change taking place across the Group.
We have also recognised the contribution of our employees below senior
leadership level through the introduction of an

all-employee share scheme and in July made an award of shares to all eligible
employees with the aim of driving further engagement and shared ownership.

Customers

Focus on higher value customers through harnessing data, effective strategic
engagement, and optimising cost to serve.

A key driver of our strategy is to grow our number, and share of wallet, of
higher potential value customers. This will be achieved through data driven
insights and targeted omnichannel engagement that delivers a tailored value
proposition and personalised experience with an optimised cost to serve. This
is enabled through the creation of consistent and connected customer data,
engagement and management platforms coordinated across all channels.

In H1 2025/26 we completed the design and build of our customer data master
platform, bringing together all our customer data to create consistent and
unique insights into our customers and their potential, globally. We have
developed granular, potential-based, segmentation models, and cleansed,
uploaded and matched 90% of our customer data across EMEA and Asia Pacific. In
H2 2025/26, we will be using this insight to develop prioritised customer
targeting, based on potential, to effectively deploy our sales and marketing
efforts for activation in 2026/27, initially in our EMEA region.

We have also developed our customer data platform to allow us to build
opportunity-based personalised experiences - online and offline - to better
attract and nurture a larger share of customer wallet. We are now beginning to
integrate our master data with our customer data platform to enable real time
activation of customers. Ultimately, we will be able to do this across all
channels, using other engagement platforms such as our Customer Relationship
Management (CRM) system and upgraded digital commerce engine. In parallel, we
will be using agile working techniques and our cleansed and unique data to
design, experiment with and launch tailored and more effective 'always-on'
omnichannel marketing campaigns.

We completed the rollout of our global CRM tool in 2024/25. This is
foundational to allow us to focus on higher value customers and we have now
recorded over 340,000 customer interactions. This has already enabled our
sales teams to identify more than 50,000 new sales opportunities and,
leveraging the richer insight into our customers, drive increased win rates
and deal sizes, and 4% like-for-like revenue growth from our Corporate
customer segment in H1 2025/26. These insights will be significantly enhanced,
driving greater opportunity and further improved conversion rates once we
complete the integration of our CRM tool with our customer data platform and
ultimately with our upgraded digital commerce engine as it rolls out over
time.

Product and suppliers

Deliver a seamless, mutually value creative supplier experience with
appropriate and data driven breadth, depth and range curation.

Our upgraded Product Management Solution, launched last year, removed system
constraints when introducing new products. This allows faster and more
targeted management of our curated product range, while the new localisation
and product information capabilities created will allow us to improve product
content further for customers. Average monthly new product introductions
tripled to more than 30,000 in H1 2025/26, with a 30% increase in monthly
sales of new products. It also allows us to improve our inventory management
with one third of over 300,000 new products launched in the past twelve months
stocked and two thirds unstocked.

There is increasing recognition by suppliers of the value to them of
omnichannel distributors and we continue to expand and strengthen our top
supplier relationships, through a programme of increased collaboration at
Group, regional and local levels. This has given us access to broader ranges
of products and enhanced technical product expertise to support our customers.

We continue to invest in margin optimisation capability, and in H1 2025/26 we
invested further in more dynamic and data-based pricing capability using
availability and price elasticity. This has been successfully trialled in
North America and we plan to standardise and systemise this in H2 2025/26
before rolling it out more widely across the Group next year. Our enhanced
pricing capability has also been integral in allowing us to navigate global
trade uncertainty effectively, including the impact of tariffs. It allowed us
to manage 3x the historic volume of price changes in H1 2025/26, ensuring that
our pricing better reflects the current cost of products, and that gross
margin is optimised to give us greater flexibility in support of both
suppliers and customers.

Solutions

Deliver valued, scalable solutions to build greater strategic engagement and
drive product pull-through.

We continue to scale our digital procurement solutions, with eProcurement
like-for-like revenue growth of 9% reflecting our focus on deepening
relationships with our higher value customers. Performance was particularly
strong in Americas, with the launch of our re-engineered eProcurement solution
helping drive like-for-like revenue growth of 22%. We are also upgrading our
Purchasing Manager solution in support of our Key customer segment, with
introduction planned for 2026/27.

In RS Integrated Supply (RSIS), we continued to improve efficiency, simplify
the business model and focus our offer on attractive industry vertical
sectors. In H1 2025/26 we delivered 6% like-for-like revenue growth and
improved operating profit. We also continued to invest in our innovative and
data-led proprietary technology solution for full sourced Maintenance, Repair
and Operations (MRO) procurement. This included the incorporation of a mobile
application, tariff functionality, automated sourcing capability and
multi-site inventory visibility within the tailored marketplace function. RSIS
also continues to collaborate more closely with the rest of the Group to
better support RSIS customers' MRO spend, while ensuring the independence that
is important for other RSIS suppliers.

Experience

Strengthen and tailor our customer experience to provide a digitally-enabled,
seamless omnichannel service relevant for our customers' needs.

We completed the rollout of our AI-enabled web search capabilities in 2024/25,
which continues to deliver enhanced "findability" across our ranges. This
resulted in an increase in the 'Add to Cart' rate from visits containing a
search from 18.0% to 18.4%. During the first half, we also launched a new
Basket & Checkout experience, with the basket to order conversion rate up
from 39% to 41% post-implementation.

We launched the initial version of our upgraded Adobe-based digital commerce
engine to support enhanced web search experience and more granular data
capture in Mexico at the end of 2024/25. In H1 2025/26, we continued the
phased development and enhancement of this digital commerce capability,
launching it in the US. We continue to tune the website and customer
experience journey, and web orders are close to where they were before launch
as we put in place fixes to resolve some interface issues which impacted web
sales in Q1 in particular. We are now seeing much improved core web metrics on
the new platform, with website load times a third quicker than the old system.
 Learnings from the US upgrade have been adopted, and we plan to introduce
the new platform in our first EMEA market in 2026/27.

Continued development of our Enterprise Data Platform through 2024/25 has
enabled us to run AI and machine learning over our data more easily and it
analysed over 100,000 customer interactions in the first half, helping us to
identify and implement areas of improvement to the customer journey.

We released our deliver-to-promise solution in 2024/25, which provides more
accurate and reliable delivery information to our customers. This launch
initially resulted in some cancellations and returns due to real lead time
visibility. However, with the release of the customer facing module, and as we
upgrade with further features and capabilities such as live availability, this
is resulting in an improved customer experience, with cancellations and
returns now at or below historical levels.

Operational excellence

Deliver efficient physical, digital and process infrastructure, improved
operating leverage and marginal

drop-through.

In the first half, we made good progress against all three aspects of our
operational excellence pillar:

 

 

Leveraging our physical infrastructure

We continue to invest in our distribution network to ensure we are ready for
growth, having added capacity to our distribution centre at Beauvais in France
and broken ground on upgraded facilities in Italy and Ireland. Meanwhile, the
upgrade of our UK automated warehouse management system continues, with the
final phase planned for 2026/27.

Migration of Distrelec's distribution centre in the Netherlands to our Bad
Hersfeld facility in Germany was completed at the end of June. This will save
us more than €10 million from reduced annual costs and deliver increased
operational gearing through the use of existing infrastructure.

Optimising our technology estate

We are simplifying our technology estate and having removed around 40
applications in 2024/25 we have decommissioned c. 100 more in H1 2025/26. This
includes, as part of the Distrelec integration, the decommissioning of
redundant search and discovery tools across the Group, simplifying our
processes and removing unnecessary licence costs. Our active management of
applications is creating space for the shift into a more

licence-based "software as a service" technology model.

As part of the upgrade programme we are undertaking across our technology
estate, we are optimising and increasing the capacity of our test environment.
This will create additional bandwidth for experimentation and pre-release
testing of our applications with more detail and current data. Preparation for
the upgrade of our Enterprise Resource Planning (ERP) systems is on track and
we are now moving into the design and build phase.

Harmonising and improving our processes

Middle and back-office transformation began in 2024/25 and has continued
through the first half. We have now completed the preparation phase and
detailed process reviews towards our goal to standardise non-differentiating
Group-wide processes.

We also continue to optimise product flow through our distribution network,
and in H1 2025/26 we reduced the number of times a product was handled more
than once from 52% to 40%, resulting in a lower cost to serve.

Advancing sustainability for a better world

ESG remains a strategic priority and a core strength for RS, increasingly
influencing customer sourcing decisions and supplier partnerships. Our
commitment to ESG is deeply embedded in our company values of 'doing the right
thing' and 'making every day better', supporting our long-term success and
resilience. We are platinum EcoVadis and CDP A-list rated and our ESG
leadership stands out as a differentiator with our customers, suppliers and
people.

Our Better World product range continues to grow as a sustainability and
commercial differentiator, now spanning over 33,000 products and 140+
suppliers. Backed by our industry-standard claims-based framework, the range
helps customers operate more sustainably and strengthens supplier
partnerships. We are expanding the framework to recognise more products that
combine together to form Better World solutions that will deliver more product
choice and sustainability benefits for our customers - such as reduced
resource use, CO₂ emissions and waste, and cost savings. We are also
developing carbon reporting for our higher-value customers, designed to drive
further value and deepen our relationships by supporting their sustainability
goals more effectively.

We continue to drive efficiencies across our own operations to reduce cost and
carbon and offer our customers a more sustainable distribution service. Our
regionalised supply chain and distribution network enables us to shorten
delivery distances, resulting in lower transportation costs and reduced
emissions. As of H1 2025/26, we have reduced our emissions intensity from
product transportation by 35% from our 2019/20 baseline, 95% of our packaging
is recyclable, 85% of our waste is recycled and 92% of our electricity is from
renewable sources.

We have eight non-financial KPIs to help measure progress against our strategy
and the commitments of our 2030 ESG action plan - For a Better World. To
provide greater transparency on our performance in the period, a summary of
our progress is included below with further details available in the ESG
section on our website: www.rsgroup.com (http://www.rsgroup.com)
/sustainability.

 

 

 

 

 

 

Non-financial KPIs

                                                                   H1 2025/26                   H1 2024/25
 Carbon intensity(1,2)                                             1.6                          1.9

(tonnes of CO(2)e due to Scope 1 and 2 emissions / £m revenue)
 Carbon emissions(1)                                               2,250                        2,650

(tonnes of CO(2)e due to Scope 1 and 2 emissions)
 Packaging intensity(2) (tonnes / £m revenue)                      1.68                         1.55
 Waste(1) (% of waste recycled)                                    85%                          84%
 Group rolling 12-month Net Promoter Score (NPS) (3)               46.1                         49.9
 Employee engagement                                               73                           72
 Percentage of management that are women                           35%                          36%
 All accident rate (all accidents per 200,000 hours)               0.31                         0.46
 1.         H1 2024/25 Scope 1 and scope 2 emissions and waste figures
 have been updated to reflect improvements to our
 reporting methodologies, with more detail provided in our basis of
 reporting.

 2.         Intensity metrics are reported on a constant exchange rate
 basis.

 3.         Commentary on NPS scores by region is included in the Regional
 Performance section.

Full year outlook unchanged

PMIs are higher in nearly all our markets than they were six months ago,
although they are generally still in contraction territory and markets remain
uncertain. We continue to take market share and are benefiting from active
management of the things we can control, remaining agile in our execution,
pricing, and cost and cash management to react effectively to prevailing
market conditions, while continuing to invest in improving the business to
drive sustainable long-term value creation. Our 2025/26 full year outlook
remains unchanged since the time of our AGM on 17 July 2025.

We currently expect full year gross margin to be slightly above 43%, compared
to 42.8% in 2024/25, as we see some benefit of inflation and pricing
optimisation. For operating costs, the guidance we provided at the time of the
Preliminary Results in May 2025 remains unchanged, and we will continue to
actively manage our cost base in response to the market environment. We expect
organic investment at the lower half of the £35-£45 million range (compared
to £31 million in 2024/25) and cost inflation of around 3% compared to
2024/25. Restructuring and integration costs are still expected to be in the
range of £10-£15 million (compared to £17 million in 2024/25) and
depreciation and employee incentives will be second half weighted. Total
restructuring and integration savings are expected to be in excess of £15
million.

Capital expenditure is forecast to be around £50 million. We plan to deliver
a progressive dividend for the full year, in line with our dividend policy,
with improved profit and cash flow over time expected to result in an increase
in dividend cover.

Confidence in long-term value creation

Our performance in the first half and the strong underlying progress we are
making confirms to us that RS Group is:

·   Uniquely well-positioned in fragmented markets which, while uncertain at
the moment, have attractive through-cycle growth characteristics.

·   Driving market share gains through a differentiated technical and
digital product and service solutions offer.

·   Investing to improve efficiency and operating leverage of global
infrastructure to drive significant margin expansion.

·   Pursuing disciplined acquisition opportunities to accelerate growth,
subject to our key criteria of strategic fit, value accretion and successful
integration.

·   Targeting the creation of significant and sustainable value for
stakeholders.

 

This progress underpins our confidence in delivering on our medium-term
financial targets of revenue growth of twice our market, mid-teen adjusted
operating margin, cash conversion of over 80% and a sustainable return on
capital of more than 20%.

 

REGIONAL PERFORMANCE

EMEA

                               H1 2025/26  H1 2024/25  Change     Like-for-like(1) change
 Revenue                       £864m       £879m       (2)%       (2)%
 Operating profit(2)           £86m        £95m        (9)%       (11)%
 Operating profit margin(2)    10.0%       10.8%       (0.8) pts  (0.9) pts
 Digital revenue(3)            £654m       £656m       (0)%       (0)%
 Service solutions revenue(3)  £285m       £267m       6%         7%
 RS PRO revenue(3)             £178m       £172m       3%         4%

1.         Like-for-like adjusted for currency; revenue also adjusted for
trading days. See Note 15.

2.         See Note 2 for reconciliation to Group operating profit.

3.         See Note 2 for disaggregation of revenue analysis and
reconciliations to regional revenue.

In EMEA, we have a broad product and service solutions proposition and
significant opportunity to grow market share, with the focus on larger
Corporate and Key customers. We remain focused on driving efficiencies, to
benefit from improved operational leverage.

Revenue decreased by 2% and was down by the same on a like-for-like basis,
with a slightly stronger euro during the period offset by the impact of fewer
trading days. This was partially attributed to some anticipated customer
revenue attrition in Distrelec, which crystalised when we closed the
distribution centre in the Netherlands, as well as an order backlog when we
closed the distribution centre which has now recovered. Overall, the Distrelec
integration is proceeding well, and integration benefits are still expected to
materially exceed the original business case, more than offsetting the impact
of the anticipated customer attrition.

Performance also reflects ongoing economic weakness across the region, with
PMIs typically below 50 in all our main EMEA markets, representing a
contraction in business activity. However, we saw an increase in like-for-like
revenue from the corporate customer segment, in line with our strategy to
focus on higher lifetime value customers. In addition, the data we gather from
suppliers indicates that we continue to increase market share overall in EMEA,
leaving us well placed when markets return to growth.

Across the region, our more resilient product categories of Facilities &
Maintenance and Mechanical & Fluid Power delivered like-for-like growth.
Demand for Semis & Passives, which makes up around 4% of EMEA revenue,
remained weak.

UK and Ireland, which accounts for 38% of the region's revenue, saw a 1%
decline in like-for-like revenue. We delivered growth in Ireland however UK
PMIs were consistently below 50 over the period as business confidence
remained weak.

France, which accounts for 20% of the region's revenue, once again delivered
revenue growth, with like-for-like revenue up 7% despite a weak and uncertain
economic backdrop. We continue to see the benefit of targeting our product and
sales offer to serve more resilient industry verticals, particularly those
connected to process manufacturing such as food and beverage, while we also
continue to outperform the market in less resilient sectors.

DACH (Germany, Austria and Switzerland), which accounts for 14% of the
region's revenue, saw a 9% like-for-like revenue reduction, partially due to
the impact of the Distrelec distribution centre closure. Consistent with most
of the rest of the region, PMIs in Germany were below 50 over the period, with
production volumes remaining weak in the manufacturing sector and the
automotive industry.

RS Integrated Supply EMEA like-for-like revenue was up 8%, as we continue to
leverage data and technology to optimise customers' MRO processes, driving
measurable value and reinforcing our position as a trusted partner.

Digital revenue was flat on a like-for-like basis. Web revenue was down,
reflecting reduced activity from more transactional customers. However our
focus on deepening our relationship with larger higher value customer segments
resulted in increased use of our eProcurement and Purchasing Manager
platforms. This was also reflected in like-for-like service solutions revenue
growth of 7%. RS PRO like-for-like revenue was up 4% and now makes up 21% of
total EMEA revenue.

EMEA's like-for-like gross margin was slightly higher than last year as we
began to see some pricing benefit following a period of minimal sales price
inflation. Operating costs were up by less than inflation, as restructuring
benefits and an ongoing focus on cost management offset ongoing strategic
investments. As a result, operating profit was down 9% to £86 million, and
the operating profit margin was 10.0%.

EMEA's rolling 12-month NPS was 47.3, down from 49.9 in H1 2024/25. This
reflects a decline in monthly net promoter scores over 2024/25 as we
implemented our new product tracking system which temporarily impacted order
fulfilment scheduling. Monthly NPS scores have been improving in recent months
and we expect this to flow through to the rolling 12-month NPS over the second
half of the year.

Americas

                               H1 2025/26  H1 2024/25(4)  Change     Like-for-like(1) change
 Revenue                       £429m       £452m          (5)%       1%
 Operating profit(2)           £35m        £41m           (15)%      (9)%
 Operating profit margin(2)    8.2%        9.1%           (0.9) pts  (0.8) pts
 Digital revenue(3)            £128m       £154m          (17)%      (13)%
 Service solutions revenue(3)  £65m        £64m           2%         7%
 RS PRO revenue(3)             £3.8m       £3.5m          9%         14%

1.         Like-for-like adjusted for currency; revenue also adjusted for
trading days. See Note 15.

2.         See Note 2 for reconciliation to Group operating profit.

3.         See Note 2 for disaggregation of revenue analysis and
reconciliations to region's revenue.

4.         H1 2024/25 restated to reflect the correct application of the
Group inventory provisioning policy in the US. See Note 16 for further
details.

In Americas, we have a strong technical Automation & Control and
Electrification focus, with expanding presence and solutions expertise. We see
the opportunity to broaden our customer base and offer, through greater
digital and

own-brand RS PRO share.

Our business in Americas serves a higher proportion of builders of industrial
assets, including discrete manufacturers, than the rest of the Group. This
results in greater sensitivity to capital investment expenditure and
project-related revenue, and Americas is therefore particularly exposed to
manufacturing output.

Americas revenue decreased by 5%, with like-for-like revenue up 1% after
excluding the impact of a weaker US dollar and fewer trading days during the
period. In Q1, we delivered a significant project to upgrade our digital
platform in the US. Excluding a temporary impact on revenue of this
operational improvement, we estimate that like-for-like revenue would have
been up around 5% in H1 2025/26. Web performance has been improving on the new
digital platform, with the focus in H2 on optimising it to accelerate growth.
At a product category level, sales of A&C and Electrification products (c.
70% of the region's revenue) were in line with the broader Americas
performance.

Like-for-like revenue in the US and Canada (73% of the region's revenue) was
up 2%, with growth accelerating in Q2 with improving PMIs and economic
conditions. This followed a small decline in Q1, which included the majority
of the temporary impact on revenue following the digital platform upgrade.
This was partially offset by an increase in offline revenue driven by a
focused effort on higher value customers, select vertical markets, strategic
suppliers and targeted product expansion.

Economic and political conditions were more uncertain in Mexico, including
persisting concerns over tariffs and their impact on the wider Mexican
economy. This resulted in several of our larger customers deferring capital
expenditure and like-for-like revenue in Latin America (20% of the region's
revenue) decreased by 5%.

RS Integrated Supply Americas delivered 4% like-for-like revenue growth, as we
continue to enhance operational efficiency and harness data and technology to
deepen customer relationships and expand our client base.

Revenue from digital decreased by 13% on a like-for-like basis. Web revenue
was materially down, reflecting the temporary impact of the digital platform
upgrade in the US. Service solutions like-for-like revenue grew 7% driven by a
significant increase in the use of eProcurement solutions by larger Key
customers in line with our strategy. RS PRO like-for-like revenue increased
again, by 14%, as we continue to seek to capture more of our customers spend
in the US and Canada and continue to introduce RS PRO in a targeted way to our
customers in Latin America.

Americas gross margin improved slightly, driven by disciplined price execution
and the passing on of supplier and tariff-related cost increases to customers
in the US and Canada. This was partially offset by lower gross margin in
Mexico due to reduced customer capital spend and volatile US dollar/Peso
exchange rates which negatively impacted the result in H1 2025/26, after
having had a positive effect in H1 2024/25. Operating costs included the
impact of inflation and ongoing strategic investments, with these cost
increases offset by the benefits of currency movements in reported operating
costs. Americas operating profit of £35 million was 15% lower than last year,
and down 9% on a like-for-like basis. Like-for-like profit was up slightly in
the US and Canada, but was down in Mexico, reflecting the reduced revenue and
gross margin. The resulting Americas operating margin was 8.2%.

Americas rolling twelve-month NPS remained relatively high at 58.5, although
lower than the 65.9 from H1 2024/25 reflecting the launch of the digital
platform in Q1. The monthly NPS has been recovering over recent months,
although the impact of the lower NPS will remain in the reported rolling NPS
for the next 12 months.

Asia Pacific

                                 H1 2025/26  H1 2024/25  Change   Like-for-like(1) change
 Revenue                         £110.1m     £110.2m     0%       4%
 Operating profit(2)             £3.4m       £3.1m       10%      42%
 Operating profit margin(2)      3.1%        2.8%        0.3 pts  0.8 pts
 Digital revenue(3)              £58.9m      £59.5m      (1%)     3%
 Service solutions revenue(3,4)  £26.2m      £24.9m      5%       8%
 RS PRO revenue(3)               £17.4m      £17.1m      2%       6%

1.         Like-for-like adjusted for currency; revenue also adjusted for
trading days. See Note 15.

2.         See Note 2 for reconciliation to Group operating profit.
Regional operating profit has been restated in the prior period as shown in
Note 2.

3.         See Note 2 for disaggregation of revenue analysis and
reconciliations to region's revenue.

4.         H1 2024/25 restated following a review of service solutions
categorisation, see Note 2.

We offer a unique pan-Asia Pacific proposition for customers and have the
opportunity to grow scale through increasing sales of products and services to
customers looking to aggregate their maintenance purchasing.

Asia Pacific revenue was flat year-on-year and up 4% on a like-for-like basis
after excluding the impact of currency moves and fewer trading days during the
period. This reflects broadly stable economic conditions, with PMIs remaining
marginally above 50 in most of our markets during the first half of the year.

Australia and New Zealand, which contributed 37% of the region's revenue,
delivered 8% like-for-like revenue growth. This reflects improved economic
indicators, with PMIs above 50 in Australia for the whole period, and also
includes benefits from the acquisition of Trident in April 2024. The
acquisition is performing ahead of expectations.

Southeast Asia, which accounts for 32% of the region's revenue, delivered 4%
like-for-like revenue growth against a backdrop of improving business
confidence across its markets. Encouragingly, in line with our regional
strategy we saw strong growth in higher value corporate customers and
increased take up of RS PRO products and our eProcurement solutions.

Greater China, representing 21% of the region's revenue, saw a 3% fall in
like-for-like revenue. Within this, China and Taiwan delivered growth, but
performance in Hong Kong was very weak. This reflects significantly lower
spend from a few large state-owned customers linked to government budgetary
constraints. Japan and Korea, with 10% of the region's revenue, delivered 2%
like-for-like revenue growth, with particularly strong RS PRO growth.

Digital like-for-like revenue was up 3% year-on-year, driven by greater take
up of our eProcurement solution by larger corporate customers, with growth in
all sub-regions apart from Greater China. RS PRO like-for-like revenue was up
6%, with growth accelerating in Q2 as we continue to enhance our go-to-market
strategy, including targeted product marketing campaigns and focused product
range catalogues.

Gross margin improved by 1.1 percentage points on a like-for-like basis,
benefiting from favourable pricing and lower inventory provisions. Regional
operating costs increased by 4% on a like-for-like basis, due to the impacts
of inflation and investment in growth initiatives. As a result, operating
profit increased by 10%, and 42% on a like-for-like basis, with a resulting
operating margin of 3.1%.

Asia Pacific's rolling 12 months NPS score decreased by 7.4 points to 14.7,
which reflects the historic impact of the implementation of our new product
tracking system which had a temporary impact on order fulfilment. Performance
levels are now returning to normal, and we are engaging with our customers to
mitigate any outstanding issues.

GROUP FINANCIAL PERFORMANCE

                                          H1 2025/26  H1 2024/25(3)  Change     Like-for-like(1) change
 Revenue                                  £1,403m     £1,441m        (3)%       (1)%
 Gross profit                             £605m       £615m          (2)%       (1)%
 Gross margin                             43.1%       42.7%          0.4 pts    0.3 pts
 Operating costs                          (£483)m     £(496)m        3%
 Operating profit                         £122m       £119m          3%
 Operating profit margin                  8.7%        8.3%           0.4 pts
 Profit before tax                        £112m       £105m          7%
 Basic earnings per share                 17.7p       16.4p          8%
 Adjusted operating costs(1)              £(483)m     £(483)m        0%
 Adjusted operating profit(1)             £122m       £133m          (8)%       (7)%
 Adjusted operating profit margin(1)      8.7%        9.2%           (0.5) pts  (0.5) pts
 Adjusted operating profit conversion(1)  20.1%       21.5%          (1.4) pts
 Adjusted profit before tax(1)            £112m       £118m          (6)%       (4)%
 Adjusted basic earnings per share(1)     17.6p       18.5p          (5)%       (3)%
 Digital revenue(2)                       £841m       £869m          (3)%       (2)%
 Service solutions revenue(2)             £376m       £356m          6%         7%
 RS PRO revenue(2)                        £200m       £193m          3%         4%

1.         See Note 15 for definitions and reconciliations of all
alternative performance measures, including like-for-like change and adjusted
measures.

2.         See Note 2 for disaggregation of revenue analysis and
reconciliations.

3.         H1 2024/25 restated to reflect the correct application of the
Group inventory provisioning policy in the US. See Note 16 for further
details.

 

Revenue

Group revenue of £1,403 million was down 3% compared to H1 2024/25. After
adjusting for adverse exchange rate movements, largely related to a weakening
of the US dollar compared to last year, and fewer trading days in H1 2025/26,
like-for-like revenue was down 1%. Growth of 1% in Q2 followed a 2% decline in
Q1, which included the majority of a reduction in revenue associated with the
implementation of two significant projects, namely upgrading our digital
platform in Americas and consolidating a Distrelec distribution centre in
EMEA.

Detail on regional revenue, gross margin and operating profit is provided in
the Regional Performance section above.

Digital revenue, accounting for 60% of Group revenue, reduced 2% on a
like-for-like basis. Within this, digital solutions such as eProcurement,
which are predominantly used by our larger customers, grew by 9%
like-for-like. Web revenue, which tends to reflect smaller, more transactional
purchases, decreased by 7% like-for-like, although the underlying reduction
was smaller when taking into account the impact on web revenue of Americas
digital platform upgrade. This decline reflects a continuation of the trend we
have seen over the past 18 months, as we look to move larger customers onto
our eProcurement platform to deepen the relationship, while also observing a
market-wide reduction in web search activity and remaining mindful of the cost
to acquire lower order value web customers.

Service solutions revenue, accounting for 27% of Group revenue, increased by
7% like-for-like, reflecting the increased use of eProcurement solutions and a
continuation of strong performance in inventory solutions and design,
technical and custom order services. RS Integrated Supply delivered 6%
like-for-like revenue growth reflecting a strategic positioning to focus on
higher value customers, new contract wins and higher customer retention rates
in both EMEA and Americas.

RS PRO, which is our main own-brand product range and accounts for 14% of
Group revenue, grew by 4%
like-for-like, as we saw the benefit of extending our product breadth and an
end-to-end sales and marketing focus in all our regions. Our competitively
priced offer continues to gain traction as a quality but non-competing value
alternative to third-party branded ranges as we demonstrate our quality
assurance qualifications and design and test facilities.

Consistent with trends seen over the past couple of years, revenue performance
by product category demonstrates the difference between categories that are
more industrial and tend to be less volatile (Facilities & Maintenance,
Mechanical & Fluid Power, PPE & Site Safety, Other) and those
correlated to the electronics market (such as Automation & Control and
Electrification) and the more electronics-specific categories, Semi &
Passives and Cables & Connectors.

                                                                              Share of        Like-for-like revenue growth

Group revenue
 A&C and Electrification, Test & Measurement                                  47%             (2)%
 Facilities & Maintenance, Mechanical & Fluid Power, PPE & Site               36%             3%
 Safety, Other
 Semis & Passives (inc. Single Board Computing), Cables & Connectors          17%             (5)%
  Total                                                                       100%            (1)%

 

Gross margin

Group gross margin increased 0.4 percentage points to 43.1%, or 0.3 percentage
points on a like-for-like basis. This is a continuation of the positive trend
we saw in the second half of 2024/25, as we actively managed and optimised our
pricing. We continue to focus on gross margin optimisation through direct
procurement initiatives, commercial discipline and expanding our own-brand
ranges.

Operating costs

Operating costs were down 3% to £483 million and as a percentage of revenue
was flat at 34.4%. This includes certain items that we exclude from adjusted
operating cost and adjusted profit measures, to improve the comparability of
information between reporting periods and between businesses with similar
assets that were internally generated. These items relate to
acquisition-related costs (a one-off gain of £10.5 million in the current
period relating to an acquisition-related legal settlement compared to £nil
in the prior period) and the amortisation and impairment of acquired
intangibles (£9.9 million in the current period compared to £13.5 million in
the prior period).

See Note 15 for more detail on definitions and reconciliations of adjusted
measures.

Adjusted operating costs (which excludes the amortisation and impairment of
acquired intangibles and

acquisition-related items detailed above) were flat at £483 million and as a
percentage of revenue increased by 1.0 percentage points to 34.5%.
Restructuring and integration benefits of £9 million, ongoing strong cost
management, foreign currency exchange movements and a £3 million profit on
disposal related to the disposal of our sales activities in Finland, Estonia,
Lithuania and Latvia offset the impacts of inflation and £5 million
additional spend on our ongoing programme of organic investment.

Operating profit and margin

Operating profit of £122 million was up 3% compared to the prior period.
Adjusted operating profit (which excludes acquisition-related costs and
amortisation and impairment of acquired intangibles) was also £122 million,
8% lower than last year, and down 7% on a like-for-like-basis (which excludes
the impact of currency movements). This reflects the regional movements
described in the Regional Performance section, partially offset by the £3
million reduction in central costs due to the profit on disposal. Operating
profit conversion (operating profit as a percentage of gross profit) was 0.9
percentage points higher at 20.2% and adjusted operating profit conversion was
1.4 percentage points lower at 20.1%. Operating profit margin of 8.7% was 0.4
percentage points higher than last year and adjusted operating profit margin
of 8.7% was 0.5 percentage points lower, largely reflecting the additional
organic investment we are making to improve the business.

Net finance costs

Net finance costs fell to £10 million (H1 2024/25: £15 million), reflecting
a lower average level of net debt over the period and lower market interest
rates. At 30 September 2025, 30% of the Group's gross borrowings excluding
lease liabilities (H1 2024/25: 23%; 2024/25: 34%) was at fixed rates, with
surplus cash deposited at variable rates.

Profit before tax

Reflecting all the above, profit before tax increased 7% to £112 million.
Adjusted profit before tax reduced 6% to £112 million, or 4% lower on a
like-for-like basis.

Taxation

The Group's income tax expense was £29 million (H1 2024/25: £27 million).
The adjusted income tax charge, which excludes the impact of tax on items
excluded from adjusted profit before tax, was also £29 million (H1 2024/25:
£31 million). This resulted in an effective tax rate of 26.0% on adjusted
profit before tax (H1 2024/25: 26.0%) which reflects the current mix of
profits in different tax jurisdictions.

Earnings and earnings per share

Profit for the year attributable to owners of the Company was £83 million (H1
2024/25: £77 million). The weighted average number of shares over the period
was 468.6 million (H1 2024/25: 471.6 million) resulting in basic earnings per
share of 17.7p (H1 2024/25: 16.4p). Adjusting for items excluded from adjusted
profit and associated income tax effects, adjusted basic earnings per share
was 5% lower at 17.6p, or 3% lower on a like-for-like basis.

Cash flow

 £m                                                               H1 2025/26  H1 2024/25(2)
 Operating profit                                                 122         119
 Add back depreciation and amortisation                           40          42
 EBITDA(1)                                                        162         161
 Add back impairments and profit/loss on disposal of non-current  (3)         1
 assets/business
 Movement in working capital                                      11          5
 Defined benefit retirement contributions in excess of charge     (6)         (6)
 Movement in provisions                                           (3)         (2)
 Equity-settled share-based payments and cash from joint venture  5           4
 Cash generated from operations                                   166         163
 Net capital expenditure                                          (25)        (25)
 Operating cash flow                                              141         138
 Cash effect of adjusting items(1)                                (11)        -
 Adjusted operating cash flow(1)                                  130         138
 Net interest paid                                                (11)        (15)
 Income tax paid                                                  (33)        (34)
 Adjusted free cash flow(1)                                       86          89

1.         See Note 15 for definitions and reconciliations of all
alternative performance measures.

2.         H1 2024/25 restated to reflect the correct application of the
Group inventory provisioning policy in the US. See Note 16 for further
details.

 

EBITDA (earnings before interest, tax, depreciation and amortisation) of £162
million was broadly stable, reflecting the movements in operating profit as
described above and a similar depreciation and amortisation charge.

Actively managing our working capital position and optimising cash conversion
remains a key area of focus. Working capital reduced in line with revenue and
total working capital as a percentage of revenue was broadly stable at 24%.

Within this, trade and other receivables decreased by £11 million over the
first half to £678 million. The collection of receivables has the greatest
impact on our short-term liquidity, and we continue to limit our exposure
through tight credit policies and proactive monitoring of collections.

Inventories of £600 million were £18 million lower when compared with our 31
March 2025 position. Within this asset value, inventory provisions were up
slightly, reflecting an increase in non-moving stock, with an overall
provision rate of 13.4% (2024/25: 12.6%). With the reduction in inventories
broadly in line with the reduction in our cost of sales, inventory turn
remained stable at 2.7 times. We will continue to seek to manage our inventory
levels to take account of changing demand dynamics and supply chain behaviour,
while anticipating our customers' expectations. We will continue to invest in
the right inventory to ensure that we remain well-positioned to maintain
service levels and deliver strong growth as the markets recover.

Trade and other payables decreased by £20 million over the first half to
£591 million. The overall reduction reflects the reduced cost of sales. We
aim to pay our suppliers to terms and continue to work with some of our larger
suppliers to get more favourable terms where possible.

Reflecting these movements, cash generated from operations was £166 million
(H1 2024/25: £163 million). This resulted in adjusted operating cash flow
conversion of 107% (H1 2024/25: 104%), compared to our target of over 80%.

Net capital expenditure remained steady at £25 million as we continued to
invest in additional distribution capabilities in Italy, our product
management solutions, warehouse management systems, our digital commerce
capabilities and our technology platforms. This equated to an unchanged
capital expenditure to depreciation ratio of 1.1 times, consistent with our
typical maintenance capital expenditure levels of 1.0 - 1.5 times
depreciation. In line with guidance provided in the 2024/25 full year results,
we expect 2025/26 capital expenditure of around £50 million.

After accounting for the cash effect of adjusting items (the net gain related
to the acquisition-related legal settlement) and with lower interest payments
and lower tax charges broadly mirroring the moves in the Group Income
Statement, adjusted free cash flow was £86 million (H1 2024/25: £89
million).

Net debt

Net debt decreased by £31 million over the first half to £333 million, with
the free cash flow generated more than adequate to cover payment of the
2024/25 final dividend.

Committed debt facilities were £681 million, consisting of a multi-currency
revolving credit facility, term loan and private placement loan. £335 million
was undrawn at 30 September 2025.

The Group's financial metrics, as set out in the Alternative Performance
Measures in Note 15, remain strong, with net debt to adjusted EBITDA of 1.0x
and EBITA to interest of 12.6x, leaving significant headroom for the Group's
banking covenants of net debt to adjusted EBITDA less than 3.25x and EBITA to
interest greater than 3x.

Retirement benefit obligations

Overall, the retirement benefit net obligations of the Group's defined benefit
schemes at 30 September 2025 were £9 million compared to £14 million at 31
March 2025 and £20 million at 30 September 2024. The UK defined benefit
scheme (our largest scheme) had a net £nil obligation (H1 2024/25: £11
million, 2024/25: £5 million) following the completion of the deficit
recovery plan. There are no further committed future deficit contributions as
at 30 September 2025.

Return on Capital Employed (ROCE)

ROCE is the adjusted operating profit for the 12 months ended 30 September
2025 expressed as a percentage of the monthly average capital employed (net
assets excluding net debt and retirement benefit obligations). ROCE was 15.0%
compared to 15.5% for the 12 months ended 30 September 2024. The reduction
reflects the lower adjusted operating profit, partially offset by lower
capital employed due to reduced inventory and the impact of ongoing
amortisation of intangible assets.

Dividend

The Board intends to continue to pursue a progressive dividend policy while
remaining committed to a healthy dividend cover over time by driving improved
results and stronger cash flow.

For the six months ended 30 September 2025 the Board proposes an interim
dividend of 8.7p per share, 2% higher than for the six months ended 30
September 2024, in line with our progressive policy. The interim dividend is
equivalent to approximately 39% of 2024/25 full-year dividend, in line with
our normal practice of paying an interim dividend equivalent to around 40% of
the prior full year dividend. This will be paid on 2 January 2026 to
shareholders on the register on 21 November 2025.

Foreign exchange risk

The Group does not hedge translation exposure on the income statements of
overseas subsidiaries. Based on the mix of non-sterling denominated revenue
and adjusted operating profit, a one cent movement in the euro would impact
annual adjusted profit before tax by £1.7 million and a one cent movement in
the US dollar would impact annual adjusted profit before tax by £0.5 million.

During the six months ended 30 September 2025, there were foreign exchange
differences arising on translation of £19 million, recognised within Other
Comprehensive Income, of which £12 million related to the translation of
intangible assets as set out in Note 6.  These were partially offset by the
losses on net investment hedges of

£5 million.

The Group is also exposed to foreign currency transactional risk because most
operating companies have some level of payables or receivables in currencies
other than their functional currency. Some operating companies also have
receivables in currencies other than their functional currency. Group Treasury
maintains three to seven months hedging against freely tradable currencies to
smooth the impact of fluctuations in currency. The Group's largest exposures
relate to euros and US dollars.

RISKS AND UNCERTAINTIES

The Board has overall accountability for the Group's risk management, which is
delegated to the Executive Committee and supported by the Group's risk team.
The Board is fully committed to setting and embedding a sound risk culture
which is aligned with the principles and ethics of the Group.

The Group has a defined risk appetite, approved by the Board, which reflects
the Group's willingness and ability to absorb the impact of risk and the
Board's appetite for such risks in six risk categories: strategy and change,
operational, regulatory compliance, financial resilience, customer experience,
and product risks. The business uses consistent impact and likelihood
assessment criteria with behaviours that are mapped across the six categories
of risk and are aligned to the strategy of the business and the products and
services that RS Group provides.

For further information on the Group's approach to risk management see pages
36 to 42 of the 2025 Annual Report and Accounts.

Principal risks and uncertainties

The principal risks disclosed in the 2025 Annual Report and Accounts were:

1.     Cyber security

2.     Geopolitical and macroeconomic environment

3.     Legal and regulatory compliance

4.     Business resilience

5.     Change initiatives

6.     Talent and capability

7.     Market disruption

8.     Climate change

9.     M&A activity

These risks have not changed since they were reported in the 2025 Annual
Report and Accounts.

GOING CONCERN

Overview

In adopting the going concern basis for preparing these condensed Group
accounts, the Board has considered the Group's future trading prospects; the
Group's available liquidity, the maturity of its debt facilities and
obligations under its debt covenants; and the Group's principal risks as
summarised above. As described in more detail in the Viability Statement in
the 2025 Annual Report and Accounts, our business model is structured so that
the Group is a digitally-enabled global distributor of product and service
solutions, providing small volumes of our suppliers' products to satisfy our
industrial customers' MRO demands. We supply a very broad spread of customers
both in terms of industry sector and geography. The Group is not reliant on
one particular group of customers or suppliers, with its largest customer
accounting for under one percent of revenue and its largest supplier less than
five percent of revenue.

Financial position, liquidity and debt covenants

Our capital position is supported by regular reviews of the Group's funding
facilities and debt covenants' headroom, through the Board's Treasury
Committee.

The Group's net debt at 30 September 2025 was £333 million (2024/25: £364
million). Our committed debt facilities were £681 million, of which
£335 million was undrawn (see the net debt section in the Financial Review
for more details of our committed facilities). The earliest facilities
maturing are two tranches of the private placement loan notes totalling £75
million, which come to term in the last three months of 2026.

The Group's debt covenants are EBITA to interest to be greater than 3 times
and net debt to adjusted EBITDA to be less than 3.25 times, which are measured
on a rolling 12-month basis at half year and year end. At 30 September 2025
EBITA to interest was 12.6x (2024/25: 10.9x) and net debt to adjusted EBITDA
was 1.0x (2024/25: 1.1x) (see Note 15 for reconciliations).

Financial modelling

We frequently update our forecast and this is regularly reviewed, and the
assumptions approved, by the Board.

We have undertaken reverse stress tests on the latest forecast to assess the
circumstances that would threaten the Group's current financing arrangements.
These included significant declines in like-for-like revenue, significant
declines in revenue and gross margin and a major deterioration in cash
collection, in each case resulting in adjusted operating profit margin falling
to under 1% in at least one of the following five quarters. All these reverse
stress tests assumed no mitigations, capital expenditure and dividends are
unchanged from those forecast and no changes in debt financing. The Board
considers the risk of these circumstances occurring to be remote.

Going concern basis

Based on the assessment outlined above, the Board has a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities
as they fall due over the going concern period of at least 12 months from
5 November 2025. Therefore, the Board believes that it is appropriate to
continue to adopt the going concern basis in preparing these condensed Group
accounts.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF YEAR
FINANCIAL REPORT

The Directors confirm that these condensed Group accounts have been prepared
in accordance with International Accounting Standard 34 'Interim Financial
Reporting' as contained in UK-adopted International Financial Reporting
Standards and that the interim management report includes a fair review of the
information required by Disclosure and Transparency Rules (DTR) 4.2.7 and DTR
4.2.8, namely:

·       An indication of important events that have occurred during the
first six months and their impact on the condensed set of accounts, and a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and

·       Material related party transactions in the first six months and
any material changes in the related party transactions described in the last
annual report.

A list of current Directors of RS Group plc is maintained on the RS Group plc
website: www.rsgroup.com (http://www.rsgroup.com) .

Kate Ringrose, Chief Financial Officer
5 November 2025

 

Forward-looking statements

This financial report contains certain statements, statistics and projections
that are or may be forward-looking. The accuracy and completeness of all such
statements, including, without limitation, statements regarding the future
financial position, strategy, projected costs, plans and objectives for the
management of future operations of RS Group plc and its subsidiaries is not
warranted or guaranteed. These statements typically contain words such as
"may", "will", "should" "project", "intends", "expects", "anticipates",
"estimates" and words of similar import are forward looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the
future. Although RS Group plc believes that the expectations reflected in such
statements are reasonable, no assurance can be given that such expectations
will prove to be correct. There are a number of factors, which may be beyond
the control of RS Group plc, which could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. Other than as required by applicable law or the applicable rules
of any exchange on which our securities may be listed, RS Group plc has no
intention or obligation to update forward-looking statements contained herein.

GROUP INCOME STATEMENT

For the six months ended 30 September 2025

 

                                                                     Six months ended                  Year ended
                                                                     30.9.2025  30.9.2024 restated(1)  31.3.2025
                                                              Notes  £m         £m                     £m
 Revenue                                                      2      1,402.8    1,441.2                2,903.5
 Cost of sales                                                       (798.0)    (826.2)                (1,660.3)
 Gross profit                                                        604.8      615.0                  1,243.2
 Operating costs                                                     (482.7)    (496.0)                (1,010.4)
 Operating profit                                             2      122.1      119.0                  232.8
 Finance income                                                      0.7        3.1                    4.7
 Finance costs                                                       (10.9)     (17.6)                 (32.0)
 Share of profit of joint venture                                    0.3        0.2                    0.6
 Profit before tax                                            2      112.2      104.7                  206.1
 Income tax expense                                                  (29.2)     (27.3)                 (53.5)
 Profit for the period attributable to owners of the Company         83.0       77.4                   152.6

 Earnings per share attributable to owners of the Company
 Basic                                                        3      17.7p      16.4p                  32.5p
 Diluted                                                      3      17.7p      16.4p                  32.5p

 

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 September 2025

 

                                                                                                       Six months ended                  Year ended
                                                                                                       30.9.2025  30.9.2024 restated(1)  31.3.2025
                                                                                                       £m         £m                     £m
 Profit for the period                                                                                 83.0       77.4                   152.6

 Other comprehensive income/(expense)
 Items that will not be reclassified subsequently to the income statement
 Remeasurement of retirement benefit obligations                                                       (0.4)      (0.6)                  1.5
 Related income tax                                                                                    0.1        0.1                    (0.3)

 Items that may be reclassified subsequently to the income statement
 Foreign exchange translation differences of joint venture                                             (0.3)      (0.2)                  (0.1)
 Foreign exchange translation differences                                                              19.2       (102.1)                (84.1)
 Fair value (loss)/gain on net investment hedges                                                       (5.4)      10.9                   6.6
 Movement in cash flow hedges                                                                          1.8        3.0                    1.4
 Related income tax                                                                                    (0.4)      (0.8)                  (0.2)
 Other comprehensive income/(expense) for the period                                                   14.6       (89.7)                 (75.2)
 Total comprehensive income/(expense) for the period                                                   97.6       (12.3)                 77.4

 

 Total comprehensive income/(expense) is attributable to:
 Owners of the Company                                       97.6  (12.3)  77.5
 Non-controlling interests                                   -     -       (0.1)
 Total comprehensive income/(expense) for the period         97.6  (12.3)  77.4

 

((1))  Please refer to Note 16 for further details of the restatement.

 

GROUP BALANCE SHEET

As at 30 September 2025

 

                                                                  30.9.2025  30.9.2024 restated(1)  31.3.2025
                                                           Notes  £m         £m                     £m
 Non-current assets
 Intangible assets                                         6      900.4      911.3                  898.9
 Property, plant and equipment                                    177.6      172.6                  176.7
 Right-of-use assets                                              51.7       54.3                   54.3
 Investment in joint venture                                      1.2        0.8                    1.2
 Other receivables                                                5.6        5.8                    4.6
 Retirement benefit net assets                             5      2.7        1.6                    2.5
 Deferred tax assets                                              8.9        7.1                    11.1
 Total non-current assets                                         1,148.1    1,153.5                1,149.3
 Current assets
 Inventories                                               7      599.5      625.6                  617.3
 Trade and other receivables                               8      677.5      628.2                  688.5
 Cash and cash equivalents - cash and short-term deposits  9      219.2      274.2                  147.7
 Derivative assets                                                3.5        4.0                    1.9
 Current income tax receivables                                   16.1       25.2                   15.9
 Total current assets                                             1,515.8    1,557.2                1,471.3
 Total assets                                                     2,663.9    2,710.7                2,620.6
 Current liabilities
 Trade and other payables                                         (591.1)    (547.4)                (611.0)
 Cash and cash equivalents - bank overdrafts               9      (132.1)    (160.1)                (41.7)
 Borrowings                                                9      (21.9)     (20.0)                 (23.5)
 Lease liabilities                                         9      (15.9)     (14.8)                 (15.5)
 Derivative liabilities                                           (1.6)      (2.3)                  (1.8)
 Provisions                                                       (1.7)      (2.0)                  (5.0)
 Current income tax liabilities                                   (15.1)     (24.6)                 (17.9)
 Total current liabilities                                        (779.4)    (771.2)                (716.4)
 Non-current liabilities
 Other payables                                                   (6.9)      (11.3)                 (7.4)
 Retirement benefit obligations                            5      (11.3)     (21.8)                 (16.4)
 Borrowings                                                9      (344.6)    (474.4)                (390.0)
 Lease liabilities                                         9      (38.1)     (41.8)                 (41.2)
 Provisions                                                       (4.2)      (5.9)                  (3.1)
 Deferred tax liabilities                                         (88.4)     (86.5)                 (91.6)
 Total non-current liabilities                                    (493.5)    (641.7)                (549.7)
 Total liabilities                                                (1,272.9)  (1,412.9)              (1,266.1)
 Net assets                                                       1,391.0    1,297.8                1,354.5
 Equity
 Share capital and share premium                                  287.1      287.1                  287.1
 Own shares held by Employee Benefit Trust (EBT)                  (40.5)     (43.9)                 (42.3)
 Other reserves                                                   45.9       18.4                   32.0
 Retained earnings                                                1,098.0    1,035.6                1,077.2
 Equity attributable to owners of the Company                     1,390.5    1,297.2                1,354.0
 Non-controlling interests                                        0.5        0.6                    0.5
 Total equity                                                     1,391.0    1,297.8                1,354.5

( )

((1))  Please refer to Note 16 for further details of the restatement.

 

GROUP CASH FLOW STATEMENT

For the six months ended 30 September 2025

 

                                                                               Six months ended                  Year ended
                                                                               30.9.2025  30.9.2024 restated(1)  31.3.2025
                                                                        Notes  £m         £m                     £m
 Cash flows from operating activities
 Profit before tax                                                             112.2      104.7                  206.1
 Depreciation and amortisation                                                 40.1       42.3                   85.4
 Impairment of intangible assets                                               -          0.5                     12.8
 Impairment of property, plant and equipment                                   -          -                      0.4
 Profit on business disposal                                            11     (3.4)      -                       -
 Loss on disposal of non-current assets                                        -          0.1                    0.1
 Equity-settled share-based payments                                           4.9        3.8                    9.9
 Net finance costs                                                             10.2       14.5                   27.3
 Share of profit and dividends received from joint venture                     (0.3)      0.3                     -
 Decrease/(increase) in inventories                                            20.5       (3.8)                  7.6
 Decrease/(increase) in trade and other receivables                            18.0       52.6                   (2.0)
 (Decrease)/increase in trade and other payables                               (27.6)     (45.0)                 12.3
 Decrease in provisions                                                        (2.6)      (1.5)                  (0.4)
 Defined benefit retirement contributions in excess of charge                  (6.1)      (5.8)                  (10.7)
 Cash generated from operations                                                165.9      162.7                  348.8
 Interest received                                                             0.8        3.1                    4.7
 Interest paid                                                                 (11.8)     (18.0)                 (34.0)
 Income tax paid                                                               (33.3)     (33.8)                 (60.4)
 Net cash from operating activities                                            121.6      114.0                  259.1

 Cash flows from investing activities
 Acquisition of businesses                                                     -          (8.2)                  (8.4)
 Purchase of intangible assets                                                 (16.2)     (20.5)                 (33.1)
 Purchase of property, plant and equipment                                     (8.9)      (4.4)                  (16.2)
 Proceeds from sale of business                                         11     3.4        -                      -
 Net cash used in investing activities                                         (21.7)     (33.1)                 (57.7)

 Cash flows from financing activities
 Proceeds from the issue of share capital                                      0.1        0.2                    0.2
 Purchase of own shares by EBT                                                 -          (46.5)                 (46.5)
 Net (decrease)/increase in revolving facility and short-term loans(2)  9      (47.1)     64.9                   (42.3)
 Other loans drawn down(2)                                              9      -          0.1                    24.0
 Other loans repaid(2)                                                  9      (1.6)      -                      (0.4)
 Principal elements of lease payments                                   9      (8.3)      (7.2)                  (15.7)
 Dividends paid                                                         4      (65.1)     (64.9)                 (104.7)
 Net cash used in financing activities                                         (122.0)    (53.4)                 (185.4)

 Net (decrease)/increase in cash and cash equivalents                          (22.1)     27.5                   16.0
 Cash and cash equivalents at the beginning of the period                      106.0      96.0                   96.0
 Effect of exchange rate changes                                               3.2        (9.4)                  (6.0)
 Cash and cash equivalents at the end of the period                     9      87.1       114.1                  106.0

 

((1))  Please refer to Note 16 for further details of the restatement.

((2)) Cash flows relating to borrowings eligible for net presentation are now
presented within the line "net (decrease)/increase in revolving facility and
short-term loans". The 2024/25 half year comparative of £64.9 million
consists of inflow of £119.9 million re-presented from "other loans drawn
down" and outflow of £55.0 million re-presented from "other loans repaid".

 

 

GROUP STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 September 2025

 

                                                      Attributable to owners of the Company
                                                      Share capital and share premium  Own shares held by EBT  Other reserves(1)  Retained earnings  Total           Non-controlling interests     Total equity
                                                      £m                               £m                      £m                 £m                 £m              £m                            £m
 At 1 April 2024 (as reported)                        286.9                            (1.8)                   108.3              1,038.9            1,432.3         0.6                           1,432.9
 Effect of prior period restatement(2)                -                                -                       0.6                (14.6)             (14.0)          -                             (14.0)
 At 1 April 2024 (restated(2))                        286.9                            (1.8)                   108.9              1,024.3            1,418.3         0.6                           1,418.9
 Profit for the period (as reported)                  -                                -                       -                  78.2               78.2            -                             78.2
 Prior period restatement(2)                          -                                -                       -                  (0.8)              (0.8)           -                             (0.8)
 Profit for the period (restated(2))                  -                                -                       -                  77.4               77.4            -                             77.4
 Other comprehensive expense (as reported)            -                                -                       (90.0)             (0.5)              (90.5)          -                             (90.5)
 Prior period restatement(2)                          -                                -                       0.8                -                  0.8             -                             0.8
 Other comprehensive expense (restated(2))            -                                -                       (89.2)             (0.5)              (89.7)          -                             (89.7)
 Total comprehensive (expense)/income                 -                                -                       (89.2)             76.9               (12.3)          -                             (12.3)
 Cash flow hedging gains transferred to inventories   -                                -                       (1.8)              -                  (1.8)           -                             (1.8)
 Tax on cash flow hedging transfers                   -                                -                       0.5                -                  0.5             -                             0.5
 Dividends (Note 4)                                   -                                -                       -                  (64.9)             (64.9)          -                             (64.9)
 Equity-settled share-based payments                  -                                -                       -                  4.0                4.0             -                             4.0
 Settlement of share awards                           0.2                              4.4                     -                  (4.7)              (0.1)           -                             (0.1)
 Purchase of own shares by EBT                        -                                (46.5)                  -                  -                  (46.5)          -                             (46.5)
 At 30 September 2024 (restated(2))                   287.1                            (43.9)                  18.4               1,035.6            1,297.2         0.6                           1,297.8
 Profit for the period                                -                                -                       -                  75.3               75.3            -                             75.3
 Other comprehensive income/(expense)                 -                                -                       12.8               1.7                14.5            (0.1)                         14.4
 Total comprehensive income/(expense)                 -                                -                       12.8               77.0               89.8            (0.1)                         89.7
 Cash flow hedging losses transferred to inventories  -                                -                       1.2                -                  1.2             -                             1.2
 Tax on cash flow hedging transfers                   -                                -                       (0.4)              -                  (0.4)           -                             (0.4)
 Dividends (Note 4)                                   -                                -                       -                  (39.8)             (39.8)          -                             (39.8)
 Equity-settled share-based payments                  -                                -                       -                  5.4                5.4             -                             5.4
 Settlement of share awards                           -                                1.6                     -                  (0.8)              0.8             -                             0.8
 Tax on equity-settled share-based payments           -                                -                       -                  (0.2)              (0.2)           -                             (0.2)
 At 31 March 2025                                     287.1                            (42.3)                  32.0               1,077.2            1,354.0         0.5                           1,354.5
 Profit for the period                                -                                -                       -                  83.0               83.0            -                             83.0
 Other comprehensive income/(expense)                 -                                -                       14.9               (0.3)              14.6            -                             14.6
 Total comprehensive income                           -                                -                       14.9               82.7               97.6            -                             97.6
 Cash flow hedging gains transferred to inventories   -                                -                       (1.4)              -                  (1.4)           -                             (1.4)
 Tax on cash flow hedging transfers                   -                                -                       0.4                -                  0.4             -                             0.4
 Dividends (Note 4)                                   -                                -                       -                  (65.1)             (65.1)          -                             (65.1)
 Equity-settled share-based payments                  -                                -                       -                  4.9                4.9             -                             4.9
 Settlement of share awards                           -                                1.8                     -                  (1.7)              0.1             -                             0.1
 At 30 September 2025                                 287.1                            (40.5)                  45.9               1,098.0            1,390.5         0.5                           1,391.0

 

(()(1)) Other reserves comprises the Hedging reserve of £0.7 million (30
September 2024: £0.5 million; 31 March 2025: £0.3 million) and the
Cumulative translation reserve of £45.2 million (30 September 2024: £17.9
million; 31 March 2025: £31.7 million).

((2)) Please refer to Note 16 for further details of the restatement.

 

NOTES TO THE CONDENSED GROUP ACCOUNTS

1.    Basis of preparation

These condensed Group accounts were approved by the Board of Directors on 5
November 2025 and are unaudited but have been reviewed by the auditor. They do
not constitute statutory accounts within the meaning of section 434 of the
Companies Act 2006, but have been prepared in accordance with the UK-adopted
International Accounting Standard (IAS) 34 'Interim Financial Reporting' and
the Disclosure and Transparency Rules of the UK's Financial Conduct Authority.
The Annual Report and Accounts for the year ended 31 March 2025 was prepared
in accordance with UK-adopted international accounting standards (UK IAS) and
has been delivered to the Registrar of Companies. The previous auditor's
report on those accounts was unqualified, did not include a reference to any
matters to which the previous auditor drew attention by way of emphasis
without qualifying their report and did not contain any statement under
section 498(2) or 498(3) of the Companies Act 2006.

These condensed Group accounts have been prepared on the basis of the
accounting policies set out in the Annual Report and Accounts for the year
ended 31 March 2025 except for the estimation of income tax. Under IAS 34, the
tax charge for the period is calculated using the estimated weighted average
effective tax rate for the year ending 31 March 2026. Where tax balances are
revised due to changes in tax rates or estimates of tax liabilities for prior
periods, the full effect is included in the tax charge for the first half of
the year.

No accounting standards, amendments to existing standards or interpretations,
either adopted in the period or issued but not yet applicable, have or are
expected to have a material impact on the reported results or financial
position of the Group except for IFRS 18 'Presentation and Disclosures in
Financial Statements', as set out in the Annual Report and Accounts for the
year ended 31 March 2025. The Group is within the scope of the OECD Pillar Two
model rules, which the UK government substantively enacted in its Finance
(No.2) Act 2023 on 20 June 2023, introducing an income inclusion rule and
domestic minimum top-up tax applied to the Group for the first accounting
period commencing after 1 January 2024. The Group has done a review of the
impacts of these rules and they do not have any material impact on the
reported results or financial position of the Group.

Except for judgements involved in estimations, no judgements have been made in
the process of applying the Group's accounting policies that have had a
significant effect on the amounts recognised in the accounts. The judgements
involved in estimations take account of the Group's latest expectations of the
longer-term impacts of climate change and environmental regulations and the
current global economic and geopolitical uncertainties, and the impact was not
material.

Significant estimates are those that have a significant risk of resulting in a
material adjustment to the carrying amounts of the Group's assets and
liabilities within the next year. The significant estimates made in preparing
the accounts were in relation to retirement benefit obligations and inventory
provisioning, the same as those applied to the Group accounts for the year
ended 31 March 2025.

The Group have adopted various alternative performance measures (APMs) to
provide additional useful information on underlying trends and its performance
and position. The APMs are not defined by IFRS and therefore may not be
directly comparable with other companies' APMs and are defined in Note 15.

Going concern basis

In adopting the going concern basis for preparing these condensed Group
accounts, the Board has considered the Group's future trading prospects; the
Group's available liquidity, the maturity of its debt facilities and
obligations under its debt covenants; and the Group's principal risks.

The Group's net debt at 30 September 2025 was £333 million (31 March 2025:
£364 million). Our committed debt facilities were £681 million, of which
£335 million (31 March 2025: £287 million) was undrawn.  The earliest
facilities maturing are two tranches of the private placement loan notes
totalling £75 million, which come to term in the last three months of 2026.

The Group's debt covenants are EBITA to interest to be greater than 3 times
and net debt to adjusted EBITDA to be less than 3.25 times, which are measured
on a rolling 12-month basis at half year and year end. At 30 September 2025
EBITA to interest was 12.6x (31 March 2025: 10.9x) and net debt to adjusted
EBITDA was 1.0x (31 March 2025: 1.1x) (see Note 15 for reconciliations).

 

1.    Basis of preparation (continued)

We have undertaken reverse stress tests on the latest forecast to assess the
circumstances that would threaten the Group's current financing arrangements.
These included significant declines in like-for-like revenue, significant
declines in revenue and gross margin and a major deterioration in cash
collection, in each case resulting in adjusted operating profit margin falling
to under 1% in at least one of the following five quarters. All these reverse
stress tests assumed no mitigations, capital expenditure and dividends are
unchanged from those forecast and no changes in debt financing. The Board
considers the risk of these circumstances occurring to be remote.

Based on the assessment outlined above, the Board has a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities
as they fall due over the going concern period of at least 12 months from
5 November 2025. Therefore, the Board believes that it is appropriate to
continue to adopt the going concern basis in preparing these condensed Group
accounts.

 

2.    Segmental reporting

The Group's operating segments comprise three regions: EMEA, Americas and Asia
Pacific.

                                                        EMEA   Americas  Asia Pacific  Group
                                                        £m     £m        £m            £m
 Six months ended 30 September 2025
 Revenue from external customers                        863.9  428.8     110.1         1,402.8
 Segmental operating profit                             86.0   35.1      3.4           124.5
 Central costs                                                                         (3.0)
 Adjusted operating profit(1)                                                          121.5
 Amortisation of acquired intangibles                                                  (9.9)
 Acquisition-related legal settlement income (Note 15)                                 10.5
 Operating profit                                                                      122.1
 Net finance costs                                                                     (10.2)
 Share of profit of joint venture                                                      0.3
 Profit before tax                                                                     112.2

 

 Six months ended 30 September 2024 (restated(2))
 Revenue from external customers                   878.8  452.2  110.2  1,441.2
 Segmental operating profit                        95.0   41.1   3.1    139.2
 Central costs                                                          (6.7)
 Adjusted operating profit(1)                                           132.5
 Amortisation of acquired intangibles                                   (13.5)
 Acquisition-related items                                              -
 Operating profit                                                       119.0
 Net finance costs                                                      (14.5)
 Share of profit of joint venture                                       0.2
 Profit before tax                                                      104.7

( )

((1)) See Note 15 for definition and reconciliation of this APM.

((2)) Please refer to Note 16 for further details of the restatement.

 

2.    Segmental reporting (continued)

                                                      EMEA     Americas  Asia Pacific  Group
                                                      £m       £m        £m            £m
 Year ended 31 March 2025
 Revenue from external customers                      1,777.3  907.4     218.8         2,903.5
 Segmental operating profit                           200.5    81.6      6.1           288.2
 Central costs                                                                         (14.0)
 Adjusted operating profit(1)                                                          274.2
 Amortisation and impairment of acquired intangibles                                   (37.3)
 Acquisition-related items                                                             (4.1)
 Operating profit                                                                      232.8
 Net finance costs                                                                     (27.3)
 Share of profit of joint venture                                                      0.6
 Profit before tax                                                                     206.1

((1)) See Note 15 for definition of this APM.

In the tables below, revenue is disaggregated by sales channels, by own-brand
products or other product and service solutions, and also by service solutions
and other. The Group's largest own-brand is RS PRO. £1,356.7 million of
revenue is recognised at a point in time (six months ended 30 September 2024:
£1,394.8 million; year ended 31 March 2025: £2,850.2 million) and
£46.1 million over time (six months ended 30 September 2024:
£46.4 million; year ended 31 March 2025: £98.3 million).

 

 Sales channels, brands and service solutions

 During the year ended 31 March 2025, the Group reviewed what it classes as
 digital revenue and identified that certain revenue should have been
 categorised differently, which resulted in an overall increase to digital
 revenue and corresponding decrease to offline revenue in Americas of £4.4
 million for the six months ended 30 September 2024. The Group also reviewed
 its categorisation of service solutions revenue, which has resulted in a
 decrease in service solutions revenue in Americas of £4.4 million for the six
 months ended 30 September 2024.

 During the period ended 30 September 2025, the Group reviewed its
 categorisation of service solutions revenue in Asia Pacific and identified
 that certain revenue should have been categorised differently, resulting in a
 regional increase in service solutions revenue of £2.3 million for the six
 months ended 30 September 2024 and an increase of £4.9 million for the year
 ended 31 March 2025.

                                                EMEA     Americas  Asia Pacific  Group
                                                £m       £m        £m            £m
 Six months ended 30 September 2025
 Web                                            407.7    108.1     40.9          556.7
 eProcurement and other digital                 245.9    20.0      18.0          283.9
 Digital                                        653.6    128.1     58.9          840.6
 Offline                                        210.3    300.7     51.2          562.2
 Revenue                                        863.9    428.8     110.1         1,402.8

 Six months ended 30 September 2024 (restated)
 Web                                            426.2    136.9     41.6          604.7
 eProcurement and other digital                 229.5    17.2      17.9          264.6
 Digital                                        655.7    154.1     59.5          869.3
 Offline                                        223.1    298.1     50.7          571.9
 Revenue                                        878.8    452.2     110.2         1,441.2

 Year ended 31 March 2025
 Web                                            851.2    269.5     81.9          1,202.6
 eProcurement and other digital                 479.1    35.7      36.5          551.3
 Digital                                        1,330.3  305.2     118.4         1,753.9
 Offline                                        447.0    602.2     100.4         1,149.6
 Revenue                                        1,777.3  907.4     218.8         2,903.5

 

 

2.    Segmental reporting (continued)

 Own-brand / other product and service solutions
                                                  EMEA     Americas  Asia Pacific  Group
                                                  £m       £m        £m            £m
 Six months ended 30 September 2025
 Own-brand product and service solutions          179.6    3.8       17.4          200.8
 Other product and service solutions              684.3    425.0     92.7          1,202.0
 Revenue                                          863.9    428.8     110.1         1,402.8

 Six months ended 30 September 2024
 Own-brand product and service solutions          177.1    3.5       17.1          197.7
 Other product and service solutions              701.7    448.7     93.1          1,243.5
 Revenue                                          878.8    452.2     110.2         1,441.2

 Year ended 31 March 2025
 Own-brand product and service solutions          359.6    7.1       33.7          400.4
 Other product and service solutions              1,417.7  900.3     185.1         2,503.1
 Revenue                                          1,777.3  907.4     218.8         2,903.5

 Service solutions / other
                                                  EMEA     Americas  Asia Pacific  Group

                                                  £m       £m        £m            £m
 Six months ended 30 September 2025
 Service solutions                                284.6    64.8      26.2          375.6
 Other                                            579.3    364.0     83.9          1,027.2
 Revenue                                          863.9    428.8     110.1         1,402.8

 Six months ended 30 September 2024 (restated)
 Service solutions                                267.4    63.5      24.9          355.8
 Other                                            611.4    388.7     85.3          1,085.4
 Revenue                                          878.8    452.2     110.2         1,441.2

 Year ended 31 March 2025 (restated)
 Service solutions                                557.1    133.7     51.6          742.4
 Other                                            1,220.2  773.7     167.2         2,161.1
 Revenue                                          1,777.3  907.4     218.8         2,903.5

 

3.    Earnings per share

                                                                   Six months ended                    Year ended
                                                                   30.9.2025    30.9.2024 restated(1)  31.3.2025
                                                                   Number       Number                 Number
 Weighted average number of shares                                 468,632,666  471,596,673            470,022,152
 Dilutive effect of share-based payments                           193,085      360,171                214,829
 Diluted weighted average number of shares                         468,825,751  471,956,844            470,236,981

 Basic earnings per share attributable to owners of the Company    17.7p        16.4p                  32.5p
 Diluted earnings per share attributable to owners of the Company  17.7p        16.4p                  32.5p

 

((1))  Please refer to Note 16 for further details of the restatement.

 

 

 

4.    Dividends

                                                                        Six months ended      Year ended
                                                                        30.9.2025  30.9.2024  31.3.2025
                                                                        £m         £m         £m
 Final dividend for the year ended 31 March 2025 - 13.9p (2024: 13.7p)  65.1       64.9       64.9
 Interim dividend for the year ended 31 March 2025 - 8.5p               -          -          39.8
                                                                        65.1       64.9       104.7

An interim dividend of 8.7p will be paid on 2 January 2026 to shareholders on
the register on 21 November 2025 with an ex-dividend date of 20 November 2025
and the estimated amount to be paid of £40.8 million has not been included as
a liability in these accounts.

 

5.    Retirement benefit obligations

The Group operates defined benefit schemes in the United Kingdom and Europe.

                                                     30.9.2025  30.9.2024  31.3.2025
                                                     £m         £m         £m
 Fair value of scheme assets                         435.1      454.2      432.9
 Present value of defined benefit obligations        (378.3)    (412.6)    (379.3)
 Effect of asset ceiling / onerous liability         (65.4)     (61.8)     (67.5)
 Retirement benefit net obligations                  (8.6)      (20.2)     (13.9)
 Amount recognised on the balance sheet - liability  (11.3)     (21.8)     (16.4)
 Amount recognised on the balance sheet - asset      2.7        1.6        2.5

The calculation of the UK defined benefit obligation incorporated new census
data and mortality assumptions consistent with those used for the preliminary
results of the statutory funding valuation as at 31 March 2025. A change in
the key assumptions on the UK scheme would have the following increase /
(decrease) on the UK defined benefit obligations as at 30 September 2025:

                                                                              Increase in assumption  Decrease in assumption
                                                                              £m                      £m
 Effect on obligation of a 0.5 pts change to the assumed discount rate        (18.9)                  20.8
 Effect on obligation of a 0.25 pts change in the assumed inflation rate      9.2                     (8.9)
 Effect on obligation of a change of one year in assumed life expectancy      10.1                    (8.2)

 

 

6.    Intangible assets

                                            Goodwill  Other intangibles  Total
                                            £m        £m                 £m
 Cost                                       646.3     692.0              1,338.3

 At 1 April 2024
 Acquired with businesses                   4.4       0.5                4.9
 Additions                                  -         18.9               18.9
 Disposals                                  -         (1.2)              (1.2)
 Translation differences                    (44.8)    (31.0)             (75.8)
 At 30 September 2024                       605.9     679.2              1,285.1
 Measurement period adjustment              1.5       -                  1.5
 Additions                                  -         14.1               14.1
 Disposals                                  -         (1.2)              (1.2)
 Reclassifications                          -         3.0                3.0
 Translation differences                    9.0       2.0                11.0
 At 31 March 2025                           616.4     697.1              1,313.5
 Additions                                  -         14.9               14.9
 Disposals (Note 11)                        (2.0)     (0.7)              (2.7)
 Translation differences                    3.9       9.1                13.0
 At 30 September 2025                       618.3     720.4              1,338.7

 

 Amortisation                         -  355.7  355.7

 At 1 April 2024
 Charge for the period                -  25.1   25.1
 Impairment losses                    -  0.5    0.5
 Disposals                            -  (1.0)  (1.0)
 Translation differences              -  (6.5)  (6.5)
 At 30 September 2024                 -  373.8  373.8
 Charge for the period                -  25.6   25.6
 Impairment losses                    -  12.3   12.3
 Disposals                            -  (1.1)  (1.1)
 Reclassifications                    -  2.4    2.4
 Translation differences              -  1.6    1.6
 At 31 March 2025                     -  414.6  414.6
 Charge for the period                -  22.8   22.8
 Disposals (Note 11)                  -  (0.1)  (0.1)
 Translation differences              -  1.0    1.0
 At 30 September 2025                 -  438.3  438.3

 

 Net book value
 At 30 September 2025              618.3  282.1  900.4
 At 30 September 2024              605.9  305.4  911.3
 At 31 March 2025                  616.4  282.5  898.9

 

7.    Inventories

                       30.9.2025  30.9.2024    31.3.2025
                                  restated(1)
                       £m         £m           £m
 Gross inventories     692.1      716.3        704.1
 Inventory provisions  (92.6)     (90.7)       (86.8)
 Net inventories       599.5      625.6        617.3

During the six months ended 30 September 2025 £15.4 million was recognised as
an expense relating to the

write-down of inventories to net realisable value (six months ended 30
September 2024 restated(1): £12.7 million; year ended 31 March 2025: £22.2
million).

( )

((1)) Please refer to Note 16 for further details of the restatement.

 

8.    Trade and other receivables

                                            30.9.2025  30.9.2024  31.3.2025
                                            £m         £m         £m
 Gross trade receivables                    599.0      556.4      615.9
 Impairment allowance                       (12.6)     (12.0)     (11.5)
 Net trade receivables                      586.4      544.4      604.4
 Other receivables (including prepayments)  91.1       83.8       84.1
 Trade and other receivables                677.5      628.2      688.5

Trade receivables are written off when there is no reasonable expectation of
recovery, for example when a customer enters liquidation or the Group agrees
with the customer to write off an outstanding invoice. During the six months
ended 30 September 2025 £2.3 million was recognised as a loss from the
impairment of trade receivables (six months ended 30 September 2024: £3.1
million; year ended 31 March 2025: £4.2 million).

 

9.    Net debt

                                                      30.9.2025  30.9.2024  31.3.2025
                                                      £m         £m         £m
 Cash and short-term deposits                         219.2      274.2      147.7
 Bank overdrafts                                      (132.1)    (160.1)    (41.7)
 Cash and cash equivalents                            87.1       114.1      106.0

 Non-current private placement loan notes             (149.5)    (149.1)    (153.2)
 Non-current multicurrency revolving credit facility  (65.0)     (200.0)    (112.6)
 Non-current term loan                                (130.1)    (125.3)    (124.2)
 Current money market loans                           -          (20.0)     -
 Unsecured bank facility repayable within one year    (21.9)     -          (23.5)
 Current lease liabilities                            (15.9)     (14.8)     (15.5)
 Non-current lease liabilities                        (38.1)     (41.8)     (41.2)
 Net debt                                             (333.4)    (436.9)    (364.2)

See Note 15 for definition of net debt which is an APM.

Movements in net debt were:

                                    Borrowings  Lease liabilities  Total liabilities from financing activities  Cash and cash equivalents  Net debt
                                    £m          £m                 £m                                           £m                         £m
 Net debt at 1 April 2024           (440.3)     (73.9)             (514.2)                                      96.0                       (418.2)
 Cash flows                         (65.0)      7.2                (57.8)                                       27.5                       (30.3)
 Acquired with businesses           -           (2.3)              (2.3)                                        -                          (2.3)
 Net lease disposal                 -           10.1               10.1                                         -                          10.1
 Translation differences            10.9        2.3                13.2                                         (9.4)                      3.8
 Net debt at 30 September 2024      (494.4)     (56.6)             (551.0)                                      114.1                      (436.9)
 Cash flows                         83.7        8.5                92.2                                         (11.5)                     80.7
 Net lease additions                -           (7.0)              (7.0)                                        -                          (7.0)
 Translation differences            (2.8)       (1.6)              (4.4)                                        3.4                        (1.0)
 Net debt at 31 March 2025          (413.5)     (56.7)             (470.2)                                      106.0                      (364.2)
 Cash flows                         48.7        8.3                57.0                                         (22.1)                     34.9
 Net lease additions                -           (3.8)              (3.8)                                        -                          (3.8)
 Translation differences            (1.7)       (1.8)              (3.5)                                        3.2                        (0.3)
 Net debt at 30 September 2025      (366.5)     (54.0)             (420.5)                                      87.1                       (333.4)

 

 

10.  Fair values of financial instruments

The derivative assets and derivative liabilities are measured at fair value
using Level 2 inputs, estimated by discounting the future contractual cash
flows using appropriate market-sourced data at the balance sheet date. The
overall valuation is classified as level 2 on the fair value hierarchy.

For all financial assets and liabilities, fair value approximates the carrying
amounts shown in the balance sheet except for the following:

                               30.9.2025                  30.9.2024                  31.3.2025
                               Carrying amounts  Fair     Carrying amounts  Fair     Carrying amounts  Fair

value
value
value
                               £m                £m       £m                £m       £m                £m
 Private placement loan notes  (149.5)           (142.7)  (149.1)           (135.9)  (153.2)           (145.4)

The fair values are calculated by discounting future cash flows to net present
values using prevailing interest rate curves, a Level 2 input, and indicative
values of the Group's credit margin, a Level 3 input. The overall valuation is
classified as level 3 on the fair value hierarchy.

 

11.  Disposal

On 1 August 2025 the Group disposed of its sales activities in Finland,
Estonia, Lithuania and Latvia to Boreo plc, the Group's exclusive regional
distributor in those regions. RS will continue to supply Distrelec customers
in these markets through an expanded distribution agreement. These activities
were acquired on 30 June 2023 as part of the acquisition of Distrelec B.V. and
its subsidiaries (Distrelec), a high-service, digital-led distributor of
industrial and maintenance, repair and operations (MRO) product in Europe, and
were included in the EMEA segment. The transaction was in the form of both a
transfer of share capital (Finland) and of assets and trade, with compensation
received for any working capital liabilities (Estonia, Lithuania and Latvia).
The disposal includes the transfer of customer relationships and staff,
excluding the shared service centre activities in Latvia which is retained by
the Group. The gain on disposal was recognised in the income statement within
operating profit and presented within central costs for segmental reporting.

The carrying value of the net assets disposed, consideration received and
resulting gain on disposal were:

                                                           £m
 Goodwill (Note 6)                                         (2.0)
 Intangible assets - customer relationships (Note 6)       (0.6)
 Trade and other receivables                               (0.3)
 Cash and cash equivalents - cash and short-term deposits  (0.4)
 Current trade and other payables                          0.6
 Deferred tax liabilities                                  0.1
 Net assets disposed                                       (2.6)

 Consideration received - cash                             3.8
 Consideration receivable                                  2.2
 Total consideration                                       6.0

 Gain on disposal                                          3.4

 

12.  Capital commitments

As at 30 September 2025, the Group is contractually committed to, but has not
provided for, future capital expenditure of £5.2 million (30 September 2024:
£3.5 million; 31 March 2025: £12.9 million) for property, plant and
equipment and £4.2 million (30 September 2024: £3.3 million; 31 March 2025:
£4.5 million) for intangible assets.

 

13.  Related party transactions

There has been no material change in related party relationships in the six
months ended 30 September 2025. There were no significant related party
transactions which have materially affected the financial position or
performance of the Group during that period.

 

14.  Post balance sheet event

There were no material post balance sheet events.

 

15.  Alternative Performance Measures (APMs)

The Group uses a number of APMs in addition to those measures reported in
accordance with UK IAS. Such APMs are not defined terms under UK IAS and are
not intended to be a substitute for any UK IAS measure. The Directors believe
that the APMs are important when assessing the financial and operating
performance of the Group. The APMs are used internally for performance
analysis and in employee incentive arrangements, as well as in discussions
with the investment analyst community.

The APMs improve the comparability of information between reporting periods by
adjusting for factors such as fluctuations in foreign exchange rates, number
of trading days and items, such as reorganisation costs, that are substantial
in scope and impact and do not form part of operational or management
activities that the Directors would consider when assessing performance. The
Directors also believe that excluding recent acquisitions, amortisation and
impairment of acquired intangibles and acquisition-related items aids
comparison of the performance between reporting periods and between businesses
with similar assets that were internally generated.

 

15.  Alternative Performance Measures (APMs) (continued)

 

Adjusted profit measures

These are the equivalent UK IAS measures adjusted to exclude amortisation and
impairment of intangible assets arising on acquisition of businesses,
acquisition-related items, substantial reorganisation costs, substantial asset

write-downs, one-off pension credits or costs, significant tax rate changes
and, where relevant, associated tax effects. Adjusted profit before tax is a
performance measure for the annual incentive. Adjusted earnings per share is a
performance measure for the Long Term Incentive Plan (LTIP) awards. Adjusted
operating profit conversion, adjusted operating profit margin and adjusted
earnings per share are financial key performance indicators (KPIs) which are
used to measure the Group's progress in delivering the successful
implementation of its strategy and monitor and drive its performance.

                                                   Operating costs  Operating profit  Operating profit margin(1)  Operating profit conversion(2)  Profit before tax  Profit for the period  Basic earnings per share  Diluted earnings per share
                                                   £m               £m                %                           %                               £m                 £m                     p                         p
 Six months ended 30 September 2025
 Reported                                          (482.7)          122.1             8.7%                        20.2%                           112.2              83.0                   17.7p                     17.7p
 Amortisation of acquired intangibles              9.9              9.9                                                                           9.9                7.5                    1.6p                      1.6p
 Acquisition-related items                         (10.5)           (10.5)                                                                        (10.5)             (7.9)                  (1.7)p                    (1.7)p
 Adjusted                                          (483.3)          121.5             8.7%                        20.1%                           111.6              82.6                   17.6p                     17.6p

 Six months ended 30 September 2024 (restated(3))
 Reported                                          (496.0)          119.0             8.3%                        19.3%                           104.7              77.4                   16.4p                     16.4p
 Amortisation of acquired intangibles              13.5             13.5                                                                          13.5               10.1                   2.1p                      2.1p
 Adjusted                                          (482.5)          132.5             9.2%                        21.5%                           118.2              87.5                   18.5p                     18.5p

((1)) Operating profit margin is operating profit expressed as a percentage of
revenue.

((2)) Operating profit conversion is operating profit expressed as a
percentage of gross profit.

((3)) Please refer to Note 16 for further details of the restatement.

Acquisition-related items comprise transaction costs directly attributable to
the acquisition of businesses, any deferred consideration payments relating to
the retention of former owners of acquired businesses expensed as
remuneration, adjustments to acquisition-related indemnification assets and
the related liabilities that result from events after the acquisition date and
any remeasurements of contingent consideration payable on acquisition of
businesses that result from events after the acquisition date. Items
recognised in the period related to legal settlement income following a
successful arbitration relating to a historical acquisition.

Like-for-like revenue and profit measures

Like-for-like revenue and profit measures are adjusted to exclude the effects
of changes in exchange rates on translation of overseas profits. They exclude
acquisitions in the relevant periods until they have been owned for a year, at
which point they start to be included in both the current and comparative
periods for the same number of months. The Group excluding these acquisitions
owned for less than a year is referred to as base business. These measures
enable management and investors to track more easily, and consistently, the
performance of the business.

The principal exchange rates applied in preparing the Group accounts and in
calculating the following like-for-like measures are:

            Average for six months ended      Closing
            30.9.2025        30.9.2024        30.9.2025  30.9.2024  31.3.2025
 US dollar  1.342            1.281            1.345      1.339      1.293
 Euro       1.166            1.178            1.145      1.197      1.198

 

15.  Alternative Performance Measures (APMs) (continued)

 

Like-for-like revenue change

Like-for-like revenue change is also adjusted to eliminate the impact of
trading days year on year. It is calculated by comparing the revenue of the
base business for the current period with the prior period converted at the
current period's average exchange rates and pro-rated for the same number of
trading days as the current period. It is a performance measure for the annual
bonus and a financial KPI.

                                                                      £m
 Revenue for six months ended 30 September 2024 (H1 2024/25)          1,441.2
 Effect of exchange rates                                             (21.6)
 Effect of trading days                                               (8.8)
 Revenue for H1 2024/25 at H1 2025/26 rates and trading days          1,410.8

 

               H1 2025/26  Less: acquisitions owned  H1 2025/26 base business  H1 2024/25  H1 2024/25 at H1 2025/26 rates and trading days  Like-for-like change

Group
<1 year
               £m          £m                        £m                        £m          £m                                               %
 EMEA          863.9       -                         863.9                     878.8       878.7                                            (2)%
 Americas      428.8       -                         428.8                     452.2       425.8                                            1%
 Asia Pacific  110.1       -                         110.1                     110.2       106.3                                            4%
 Revenue       1,402.8     -                         1,402.8                   1,441.2     1,410.8                                          (1)%

 

Gross margin and like-for-like gross margin change

Gross margin is gross profit divided by revenue. Like-for-like change in gross
margin is calculated by taking the difference between gross margin for the
base business for the current period and gross margin for the prior period
with reported revenue and reported gross profit converted at the current
period's average exchange rates.

               H1 2025/26  Less: acquisitions owned  H1 2025/26 base business  H1 2024/25 restated(1)  H1 2024/25 at H1 2025/26 rates  Like-for-like change

Group
<1 year
               £m          £m                        £m                        £m                      £m                              pts
 Revenue       1,402.8     -                         1,402.8                   1,441.2                 1,419.6
 Gross profit  604.8       -                         604.8                     615.0                   608.2
 Gross margin  43.1%       -                         43.1%                     42.7%                   42.8%                           0.3pts

 

((1)) Please refer to Note 16 for further details of the restatement.

 

 

 

15.  Alternative Performance Measures (APMs) (continued)

 

Like-for-like profit change

Like-for-like change in profit is calculated by comparing the base business
for the current period with the prior period converted at the current period's
average exchange rates.

                                      H1 2025/26  Less: acquisitions owned  H1 2025/26 base business  H1 2024/25    H1 2024/25 at H1 2025/26 rates  Like-for-like change

Group
<1 year

                                                                                                      restated(1)   ( )
                                      £m          £m                        £m                        £m            £m                              %
 Segmental operating profit
 EMEA                                 86.0        -                         86.0                      95.0          96.5                            (11)%
 Americas                             35.1        -                         35.1                      41.1          38.4                            (9)%
 Asia Pacific                         3.4         -                         3.4                       3.1           2.4                             42%
 Segmental operating profit           124.5       -                         124.5                     139.2         137.3                           (9)%
 Central costs                        (3.0)       -                         (3.0)                     (6.7)         (6.7)                           (55)%
 Adjusted operating profit            121.5       -                         121.5                     132.5         130.6                           (7)%
 Adjusted profit before tax           111.6       -                         111.6                     118.2         116.1                           (4)%
 Adjusted basic earnings per share    17.6p       -                         17.6p                     18.5p         18.2p                           (3)%
 Adjusted diluted earnings per share  17.6p       -                         17.6p                     18.5p
 Segmental revenue
 EMEA                                 863.9       -                         863.9                     878.8         885.7
 Americas                             428.8       -                         428.8                     452.2         427.3
 Asia Pacific                         110.1       -                         110.1                     110.2         106.6
 Revenue                              1,402.8     -                         1,402.8                   1,441.2       1,419.6
 Segmental operating profit margin
 EMEA                                 10.0%       -                         10.0%                     10.8%         10.9%                           (0.9) pts
 Americas                             8.2%        -                         8.2%                      9.1%          9.0%                            (0.8) pts
 Asia Pacific                         3.1%        -                         3.1%                      2.8%          2.3%                            0.8 pts
 Adjusted operating profit margin     8.7%        -                         8.7%                      9.2%          9.2%                            (0.5) pts

( )

 

Adjusted free cash flow and adjusted operating cash flow conversion

Adjusted free cash flow is the net cash from operating activities less
purchase of intangible assets, property, plant and equipment plus any proceeds
on sale of intangible assets, property, plant and equipment adjusted for the
impact of substantial reorganisation and acquisition-related items cash flows
and is a performance measure for the annual bonus.

Adjusted operating cash flow is adjusted free cash flow before income tax and
net interest paid. Adjusted operating cash flow conversion is adjusted
operating cash flow expressed as a percentage of adjusted operating profit and
is a financial KPI.

                                                            Six months ended         Year ended
                                                            30.9.2025  30.9.2024     31.3.2025

                                                                       restated(1)
                                                            £m         £m            £m
 Net cash from operating activities                         121.6      114.0         259.1
 Purchase of intangible assets                              (16.2)     (20.5)        (33.1)
 Purchase of property, plant and equipment                  (8.9)      (4.4)         (16.2)
 Add back: impact of substantial reorganisation cash flows  -          -             0.2
 Add back: impact of acquisition-related items cash flows   (10.5)     -             4.1
 Adjusted free cash flow                                    86.0       89.1          214.1
 Add back: income tax paid                                  33.3       33.8          60.4
 Add back: net interest paid                                11.0       14.9          29.3
 Adjusted operating cash flow                               130.3      137.8         303.8
 Adjusted operating profit                                  121.5      132.5         274.2
 Adjusted operating cash flow conversion                    107.2%     104.0%        110.8%

 

((1)) Please refer to Note 16 for further details of the restatement.

15.  Alternative Performance Measures (APMs) (continued)

 

Earnings before interest, tax, depreciation and amortisation (EBITDA) and net
debt to adjusted EBITDA

EBITDA is operating profit excluding depreciation and amortisation. Net debt
to adjusted EBITDA (one of the Group's debt covenants) is the ratio of net
debt to EBITDA excluding impairment of intangible assets arising on
acquisition of businesses, acquisition-related items, substantial
reorganisation costs, substantial asset write-downs and one-off pension
credits or costs on an annualised basis covering the preceding twelve-month
period. Net debt comprises cash and cash equivalents, borrowings and lease
liabilities.

                                               Six months ended         Year ended
                                               30.9.2025  30.9.2024     31.3.2025

                                                          restated(1)
                                               £m         £m            £m
 Operating profit                              122.1      119.0         232.8
 Add back: depreciation and amortisation       40.1       42.3          85.4
 EBITDA                                        162.2      161.3         318.2
 Add back: impairment of acquired intangibles  -          -             11.3
 Add back: acquisition-related items           (10.5)     -             4.1
 Adjusted EBITDA for this period               151.7      161.3         333.6
 Adjusted EBITDA for prior year                333.6      363.3
 Less: adjusted EBITDA for prior first half    (161.3)    (179.3)
 Annualised adjusted EBITDA                    324.0      345.3         333.6
 Net debt (Note 9)                             (333.4)    (436.9)       (364.2)
 Net debt to adjusted EBITDA                   1.0x       1.3x          1.1x

 

Earnings before interest, tax and amortisation (EBITA) and EBITA to interest

EBITA is adjusted EBITDA after depreciation. EBITA to interest (one of the
Group's debt covenants) is the ratio of EBITA to finance costs including
capitalised interest less finance income (interest per debt covenants) on an
annualised basis covering the preceding twelve-month period.

                                                         Six months ended         Year ended
                                                         30.9.2025  30.9.2024     31.3.2025

                                                                    restated(1)
                                                         £m         £m            £m
 Adjusted EBITDA for this period                         151.7      161.3         333.6
 Less: depreciation                                      (17.3)     (17.3)        (34.7)
 EBITA for this period                                   134.4      144.0         298.9
 EBITA for prior year                                    298.9      327.8
 Less: EBITA for prior first half                        (144.0)    (161.5)
 Annualised adjusted EBITA                               289.3      310.3         298.9
 Finance costs                                           10.9       17.6          32.0
 Less: finance income                                    (0.7)      (3.1)         (4.7)
 Interest per debt covenants for this period             10.2       14.5          27.3
 Interest per debt covenants for prior year              27.3       31.9
 Less: interest per debt covenants for prior first half  (14.5)     (12.8)
 Annualised interest per debt covenants                  23.0       33.6          27.3
 EBITA to interest                                       12.6x      9.2x          10.9x

((1)) Please refer to Note 16 for further details of the restatement.

 

15.  Alternative Performance Measures (APMs) (continued)

 

Return on capital employed (ROCE)

ROCE is annualised adjusted operating profit expressed as a percentage of
annualised monthly average net assets excluding net cash / debt and retirement
benefit obligations and is an underpin for the LTIP Award and a financial KPI.
Annualised monthly average net assets, annualised average net debt and
annualised average retirement benefit net (assets) / obligations are the
average of those respective month-end balances of the preceding thirteen
months.

                                                                             Six months ended         Year ended
                                                                             30.9.2025  30.9.2024     31.3.2025

                                                                                        restated(1)
                                                                             £m         £m            £m
 Annualised monthly average net assets                                       1,353.6    1,385.9       1,374.9
 Add back: annualised average net debt                                       381.2      439.8         414.7
 Add back: annualised average retirement benefit net (assets) / obligations  14.4       25.7          20.2
 Annualised average capital employed                                         1,749.2    1,851.4       1,809.8
 Adjusted operating profit for this period                                   121.5      132.5         274.2
 Adjusted operating profit for prior year                                    274.2      306.2
 Less: adjusted operating profit for prior first half                        (132.5)    (151.3)
 Annualised adjusted operating profit                                        263.2      287.4         274.2
 ROCE                                                                        15.0%      15.5%         15.2%

Working capital as a percentage of revenue

Working capital is inventories, current trade and other receivables and
current trade and other payables.

                                             Six months ended         Year ended
                                             30.9.2025  30.9.2024     31.3.2025

                                                        restated(1)
                                             £m         £m            £m
 Inventories                                 599.5      625.6         617.3
 Current trade and other receivables         677.5      628.2         688.5
 Current trade and other payables            (591.1)    (547.4)       (611.0)
 Working capital                             685.9      706.4         694.8
 Revenue for this period                     1,402.8    1,441.2       2,903.5
 Revenue for prior year                      2,903.5    2,942.4
 Less: revenue for prior first half          (1,441.2)  (1,446.7)
 Annualised revenue                          2,865.1    2,936.9       2,903.5
 Working capital as a percentage of revenue  23.9%      24.1%         23.9%

((1)) Please refer to Note 16 for further details of the restatement.

 

15.  Alternative Performance Measures (APMs) (continued)

 

Inventory turn

Inventory turn is annualised cost of sales divided by inventories.

                                           Six months ended         Year ended
                                           30.9.2025  30.9.2024     31.3.2025

                                                      restated(1)
                                           £m         £m            £m
 Cost of sales for this period             798.0      826.2         1,660.3
 Cost of sales for prior year              1,660.3    1,684.1
 Less: cost of sales for prior first half  (826.2)    (818.1)
 Annualised cost of sales                  1,632.1    1,692.2       1,660.3
 Inventories                               599.5      625.6         617.3
 Inventory turn                            2.7        2.7           2.7

((1)) Please refer to Note 16 for further details of the restatement.

Ratio of capital expenditure to depreciation

Ratio of capital expenditure to depreciation is capital expenditure divided by
depreciation and amortisation excluding amortisation of acquired intangibles
and depreciation of right-of-use assets.

                                               Six months ended      Year ended
                                               30.9.2025  30.9.2024  31.3.2025
                                               £m         £m         £m
 Depreciation and amortisation                 40.1       42.3       85.4
 Less: amortisation of acquired intangibles    (9.9)      (13.5)     (26.0)
 Less: depreciation of right-of-use assets     (8.7)      (8.6)      (17.2)
 Adjusted depreciation and amortisation        21.5       20.2       42.2
 Capital expenditure                           23.5       22.5       48.9
 Ratio of capital expenditure to depreciation  1.1 times  1.1 times   1.2 times

 

 

16.  Prior Period Adjustments

In completing the 2025 year end, the Group identified a prior period
adjustment which has an impact on the results for the period ended 30
September 2024. The impact of the prior period adjustment on the condensed
financial statements is presented in the tables below.

 

Inventory and related tax balances

During the year ended 31 March 2025, the Group identified errors in relation
to the calculation of the inventory obsolescence provision. As explained in
note 18 of the 2025 Annual Report and Accounts (page 174), in order to
determine the value of the inventory provision, inventory is allocated into
different categories based on the number of years required to sell the amounts
held, based on the current "run rate" of sales. Depending on the number of
years sales required, different provisioning percentages are applied to each
category in order to estimate the recoverable value.

 

During the year ended 31 March 2025, the Group identified that certain
inventory lines had been allocated to the incorrect category and as a result,
an incorrect provisioning percentage had been applied in determining the
inventory provision in previous periods. In addition, it was identified that
the Group provisioning policy was not being consistently applied across the
Group. As a result, comparative financial information has been restated to
correct for the incorrect classification of amounts between categories, and
the failure of certain components to comply with the Group's internal
provisioning policies.

 

The aggregate impact of the two errors is an overstatement of the Group
inventory during the six months ended 30 September 2024. The restatement
decreases the Group's inventory balance by £18.6 million at 30 September
2024.

 

As a consequence of the above change there is an impact on taxation. There is
an additional decrease to the deferred tax liabilities of £4.6 million at 30
September 2024.

 

The net impact on opening reserves as at 1 April 2024 was £14.0 million
including £0.6 million impact on the translation reserve. In the six months
ended 30 September 2024, the impact on profit after tax was £0.8 million,
offset by foreign exchange translation income of £0.8m in other comprehensive
income.

16.  Prior Period Adjustments (continued)

 

The following tables summarise the Group's condensed financial statements for
the periods indicated, giving effect to the restatements described above:

 

GROUP INCOME STATEMENT RESTATED

For the six months ended 30 September 2024

 

                                                              Reported  Inventory  Tax  Restated
                                                              £m        £m         £m   £m
 Revenue                                                      1,441.2   -          -    1,441.2
 Cost of sales                                                (825.1)   (1.1)      -    (826.2)
 Gross profit                                                 616.1     (1.1)      -    615.0
 Operating costs                                              (496.0)   -          -    (496.0)
 Operating profit                                             120.1     (1.1)      -    119.0
 Finance income                                               3.1       -          -    3.1
 Finance costs                                                (17.6)    -          -    (17.6)
 Share of profit of joint venture                             0.2       -          -    0.2
 Profit before tax                                            105.8     (1.1)      -    104.7
 Income tax expense                                           (27.6)    -          0.3  (27.3)
 Profit for the period attributable to owners of the Company  78.2      (1.1)      0.3  77.4

 Earnings per share attributable to owners of the Company
 Basic                                                        16.6p     (0.2)p     -    16.4p
 Diluted                                                      16.6p     (0.2)p     -    16.4p

 

GROUP STATEMENT OF COMPREHENSIVE INCOME RESTATED

For the six months ended 30 September 2024

 

                                                                           Reported  Inventory  Tax    Restated
                                                                           £m        £m         £m     £m
 Profit for the period                                                     78.2      (1.1)      0.3    77.4

 Other comprehensive income
 Items that will not be reclassified subsequently to the income statement
 Remeasurement of retirement benefit obligations                           (0.6)     -          -      (0.6)
 Related income tax                                                        0.1       -          -      0.1

 Items that may be reclassified subsequently to the income statement
 Foreign exchange translation differences of joint venture                 (0.2)     -          -      (0.2)
 Foreign exchange translation differences                                  (102.9)   1.1        (0.3)  (102.1)
 Fair value gain on net investment hedges                                  10.9      -          -      10.9
 Movement in cash flow hedges                                              3.0       -          -      3.0
 Related income tax                                                        (0.8)     -          -      (0.8)
 Other comprehensive (expense) / income for the period                     (90.5)    1.1        (0.3)  (89.7)
 Total comprehensive loss for the period                                   (12.3)    -          -      (12.3)

 Total comprehensive loss is attributable to:
 Owners of the Company                                                     (12.3)    -          -      (12.3)
 Non-controlling interests                                                 -         -          -      -
 Total comprehensive loss for the period                                   (12.3)    -          -      (12.3)

 

 

16.  Prior Period Adjustments (continued)

 

GROUP BALANCE SHEET RESTATED

As at 30 September 2024

 

                                                           Reported   Inventory  Tax    Restated
                                                           £m         £m         £m     £m
 Non-current assets
 Intangible assets                                         911.3      -          -      911.3
 Property, plant and equipment                             172.6      -          -      172.6
 Right-of-use assets                                       54.3       -          -      54.3
 Investment in joint venture                               0.8        -          -      0.8
 Other receivables                                         5.8        -          -      5.8
 Retirement benefit net assets                             1.6        -          -      1.6
 Deferred tax assets                                       7.1        -          -      7.1
 Total non-current assets                                  1,153.5    -          -      1,153.5
 Current assets
 Inventories                                               644.2      (18.6)     -      625.6
 Trade and other receivables                               628.2      -          -      628.2
 Cash and cash equivalents - cash and short-term deposits  274.2      -          -      274.2
 Derivative assets                                         4.0        -          -      4.0
 Current income tax receivables                            25.2       -          -      25.2
 Total current assets                                      1,575.8    (18.6)     -      1,557.2
 Total assets                                              2,729.3    (18.6)     -      2,710.7
 Current liabilities
 Trade and other payables                                  (547.4)    -          -      (547.4)
 Cash and cash equivalents - bank overdrafts               (160.1)    -          -      (160.1)
 Borrowings                                                (20.0)     -          -      (20.0)
 Lease liabilities                                         (14.8)     -          -      (14.8)
 Derivative liabilities                                    (2.3)      -          -      (2.3)
 Provisions                                                (2.0)      -          -      (2.0)
 Current income tax liabilities                            (24.6)     -          -      (24.6)
 Total current liabilities                                 (771.2)    -          -      (771.2)
 Non-current liabilities
 Other payables                                            (11.3)     -          -      (11.3)
 Retirement benefit obligations                            (21.8)     -          -      (21.8)
 Borrowings                                                (474.4)    -          -      (474.4)
 Lease liabilities                                         (41.8)     -          -      (41.8)
 Provisions                                                (5.9)      -          -      (5.9)
 Deferred tax liabilities                                  (91.1)     -          4.6    (86.5)
 Total non-current liabilities                             (646.3)    -          4.6    (641.7)
 Total liabilities                                         (1,417.5)  -          4.6    (1,412.9)
 Net assets                                                1,311.8    (18.6)     4.6    1,297.8
 Equity
 Share capital and share premium                           287.1      -          -      287.1
 Own shares held by Employee Benefit Trust (EBT)           (43.9)     -          -      (43.9)
 Other reserves                                            17.0       1.7        (0.3)  18.4
 Retained earnings                                         1,051.0    (20.3)     4.9    1,035.6
 Equity attributable to owners of the Company              1,311.2    (18.6)     4.6    1,297.2
 Non-controlling interests                                 0.6        -          -      0.6
 Total equity                                              1,311.8    (18.6)     4.6    1,297.8

 

16.  Prior Period Adjustments (continued)

 

GROUP CASH FLOW STATEMENT RESTATED

For the six months ended 30 September 2024

 

                                                               Reported  Inventory  Tax  Restated
                                                               £m        £m         £m   £m
 Cash flows from operating activities
 Profit before tax                                             105.8     (1.1)      -    104.7
 Depreciation and amortisation                                 42.3      -          -    42.3
 Impairment of intangible assets                               0.5       -          -    0.5
 Impairment of right-of-use assets                             -         -          -    -
 Loss on disposal of non-current assets                        0.1       -          -    0.1
 Equity-settled share-based payments                           3.8       -          -    3.8
 Net finance costs                                             14.5      -          -    14.5
 Share of profit of and dividends received from joint venture  0.3       -          -    0.3
 (Increase) / decrease in inventories                          (4.9)     1.1        -    (3.8)
 Decrease in trade and other receivables                       52.6      -          -    52.6
 Decrease in trade and other payables                          (45.0)    -          -    (45.0)
 Decrease in provisions                                        (1.5)     -          -    (1.5)
 Defined benefit retirement contributions in excess of charge  (5.8)     -          -    (5.8)
 Cash generated from operations                                162.7     -          -    162.7
 Interest received                                             3.1       -          -    3.1
 Interest paid                                                 (18.0)    -          -    (18.0)
 Income tax paid                                               (33.8)    -          -    (33.8)
 Net cash from operating activities                            114.0     -          -    114.0

 Cash flows from investing activities                                    -          -
 Acquisition of businesses                                     (8.2)     -          -    (8.2)
 Purchase of intangible assets                                 (20.5)    -          -    (20.5)
 Purchase of property, plant and equipment                     (4.4)     -          -    (4.4)
 Net cash used in investing activities                         (33.1)    -          -    (33.1)

 Cash flows from financing activities                                    -          -
 Proceeds from the issue of share capital                      0.2       -          -    0.2
 Purchase of own shares by EBT                                 (46.5)    -          -    (46.5)
 Net increase in revolving facility and short term loans       64.9      -          -    64.9
 Other loans drawn down                                        0.1       -          -    0.1
 Principal elements of lease payments                          (7.2)     -          -    (7.2)
 Dividends paid                                                (64.9)    -          -    (64.9)
 Net cash used in financing activities                         (53.4)    -          -    (53.4)

 Net increase in cash and cash equivalents                     27.5      -          -    27.5
 Cash and cash equivalents at the beginning of the period      96.0      -          -    96.0
 Effects of exchange rate changes                              (9.4)     -          -    (9.4)
 Cash and cash equivalents at the end of the period            114.1     -          -    114.1

 

INDEPENDENT REVIEW REPORT TO RS GROUP PLC (THE "GROUP")

Conclusion

We have been engaged by the Group to review the condensed set of consolidated
financial statements in the half-yearly financial report for the six months
ended 30 September 2025 which comprises the income statement, the statement of
comprehensive income, the balance sheet, the cash flow statement, the
statement of changes in equity and related notes 1 to 16.

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

Basis for Conclusion

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

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

Conclusion Relating to Going Concern

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

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

Responsibilities of the Directors

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

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

Auditor's Responsibilities for the review of the financial information

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

 

Use of our report

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

 

 

 

Deloitte LLP

Statutory Auditor

London, United Kingdom

5 November 2025

 

 

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