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REG - Vertu Motors PLC - Interim Results

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RNS Number : 4593C  Vertu Motors PLC  08 October 2025

8(th) October 2025

Vertu Motors plc ("Vertu", "Group")

Unaudited interim results for the six months ended 31 August 2025

Market share gains and tight cost control

Vertu Motors plc, the automotive retailer with a network of 191 sales and
aftersales outlets across the UK and a sector leading brand, announces its
interim results for the six months ended 31 August 2025 ("the Period").

FINANCIAL SUMMARY

                                H1 FY26     H1 FY25     FY25
 Revenue                        £2,510.0m   £2,474.6m   £4,763.9m
 Adjusted(1) profit before tax  £20.0m      £22.1m      £29.3m
 Basic Adjusted(1) EPS          4.57p       4.77p       6.58p
 Dividends per share            0.90p       0.90p       2.05p
 Free Cash Flow                 £0.4m       (£14.3m)    £37.3m
 Net Debt(2)                    £78.3m      £83.9m      £66.6m

 

Commenting on the results, Robert Forrester, Chief Executive, said:

"The Group has performed well despite continued upheaval in the new car market
due to the Government's policy to electrify the UK car parc.  We have
delivered market share gains in every area as the Group trades under the
single Vertu brand for the first time.  We were particularly pleased to see
further growth in our BEV retail market share.

Our high-margin aftersales and used car channels delivered another good
performance.

It was disappointing for the industry to face major disruption across the JLR
network following a cyber-attack on the Manufacturer during the key
plate-change month of September. I was in awe of the way that our teams
reacted to the disruption on customers and to minimise the impact in our 10
JLR dealerships, with the full support of JLR which has responded admirably.
Whilst the situation is fluid, it appears to be easing in recent days.  We
are currently working with our insurance brokers and insurers to assess a
potential claim under our insurance policy, which extends to the impact of
third-party systems outages.

The Group is very clear of its strategic priorities including further growth
in the number of sales outlets, significant control of costs and the continued
share buyback programme to drive shareholder value creation."

 

H1 Highlights

·    Record H1 revenues, bolstered by the acquisition of the Burrows group
in October 2024.

·      Group grew total market share in all new vehicle channels
(retail, fleet and commercial vehicles) to 4.5% (H1 FY25:  4.4%).

·      Group like-for-like retail sales volumes of Battery Electric
Vehicles ("BEV") grew 82.4% compared to UK BEV retail sales growth of 55.2%,
representing major market share gains in the growing BEV segment -
affordability of BEV vehicles has improved markedly.

·      The UK new car market remains subdued against a very low base,
facing continued pressure from the UK Government's Zero Emission Vehicle
("ZEV") mandate and general consumer environment.  Pre-registration activity
appears elevated.

·      Growth has been delivered in the Group's high margin aftersales
business due to improved pricing and benefits of initiatives to drive
retention and returns.  Like-for-like gross profit up £4.0m.

·      Like-for-like increase of £0.6m in used car gross profit
generation; good performance given supply constraints.

·      Reduction in like-for-like gross profits of £4.4m and £1.2m
respectively in the new retail (including Motability) and fleet and commercial
channels on lower volumes.  The Motability market showed anticipated
weakness.

·      The Group continued its strong focus on cost control with
like-for-like operating expenses up just 0.3% on last year in the Period
despite significant inflationary pressures.

·      Adjusted profit before tax for the Period of £20.0m (H1 2025:
£22.1m) was delivered.  As expected, this was below the prior year,
reflecting the relative strength of comparative profits in H1 FY25.

·      The Group continues to develop its portfolio of sales outlets
with the announcement of the opening of three new BYD sales outlets by 1
November, bringing the total number of BYD outlets operated by the Group to
five.

·      Sale of three surplus properties for £3.3m cash proceeds, 10.7%
above book value.

·      Tangible net assets per share of 76.1p (28 February 2025:
72.9p)

·      9.4m shares repurchased at a cost of £5.6m in the Period:
buyback continues with £7.0m of the current £12.0m authority expended to 30
September 2025. Since share buyback programmes began in July 2017, over £42m
has been returned to shareholders through the repurchase of shares, reducing
the Group's shares in issue by over 19%.

·      Interim dividend maintained at 0.9p per share, payable in January
2026, reflecting the strength of the Group's balance sheet and Board
confidence in the Group's prospects.

 

CURRENT TRADING AND OUTLOOK

 

·      Significant disruption to operations in the Group's 10 JLR
dealerships arose from 1 September 2025 due to a cyber-attack on the
Manufacturer.  The Board currently anticipate the one-off impact on Group
adjusted profit before tax for FY26 is a reduction of up to £5.5m depending
on the timing of full restoration of JLR systems and normal trading.
 September trading result was impacted by £2.0m due to the JLR disruption.
There has been a progressive easing of the disruption in recent days.

·      The Group holds an insurance policy which includes business
interruption coverage for third-party system outages and is currently working
with its insurance brokers and insurers to assess a claim.

·      Excluding this one-off impact of the JLR cyber-attack, the
underlying profit before tax of the Group for the full year is expected to be
in line with market expectations(3).

·      September trading profit was ahead of the prior year, excluding
the JLR impact.

·      The Group delivered growth of 1.8% in September like-for-like new
retail vehicle sales.  The UK new retail market grew 8.9% augmented by
tactical pre-registration activity.

·      Used vehicle sale volumes on a like-for-like basis were up
year-on-year in September by 5.8% with stable margins.

·      Aftersales demand remained strong with gross profit growth
exhibited.

·      Recent Government announcement of BEV grants, which benefit many
of the Group's franchises, expected to improve demand for new BEV cars in H2.

·      Management to be strengthened with the creation from 1 January
2026 of two Managing Director roles to take responsibility for the Group's
dealership operations.  These two roles have been filled with internal
promotions.

(1) Adjusted to remove non-underlying items (share-based payment charges and
amortisation have been included in underlying items and parts revenue on
vehicle preparation excluded from external revenues in both years).

(2)  Excludes lease liabilities, includes used vehicle stocking loans.

(3)  According to compiled data at 7 October 2025, the current consensus of
three sell side analysts' expectations for FY26.  Adjusted profit before tax
is £27.2m with a range of £26.5m to £27.5m.

 

 

Webcast details

Vertu management will make a webcast available for analysts and investors this
morning on the Group's website https://investors.vertumotors.com/results/
(https://investors.vertumotors.com/results/)

For further information please contact:

 Vertu Motors plc                                  Tel: +44 (0) 191 491 2121
 Robert Forrester, CEO
 Karen Anderson, CFO

 Phil Clark, Investor Relations

 Stifel (Nominated Adviser and Joint Broker)       Tel: +44 (0) 207 710 7688
 Matthew Blawat
 Callum Stewart

 Shore Capital (Joint Broker)                                          Tel: +44 (0) 20 (Tel:020) 7408 4090
 Mark Percy / Sophie Collins (Corporate Advisory)
 Isobel Jones (Corporate Broking)

 Camarco                                           Tel: +44 (0) 203 757 4980
 Billy Clegg
 Tom Huddart

 Blackdown Partners (Joint Financial Advisor)                         Tel: +44 (0) 754 995 4255
 Peter Tracey
 Tom Fyson

 Evercore (Joint Financial Advisor)                                   Tel: +44 (0) 207 653 6000
 Ed Banks
 Dimitrious Georgiou

 

CHAIRMAN'S STATEMENT

The Group once again showed its adaptability and high levels of operational
excellence during the period ended 31 August 2025.  The Group faced a
challenging new car market driven by continued pressure from the Zero Emission
Vehicle ("ZEV") Mandate and a weak general consumer environment and
macro-economic uncertainty.  Adjusted(4) profit before tax of £20.0m was
below the levels achieved in the prior period largely due to the new car
market conditions.

On 31 August 2025, one of the Group's major Manufacturer partners, Jaguar Land
Rover (JLR), was impacted by global system outages, following a
cyber-attack.  The loss of systems has been extensively reported and has had
a significant impact on JLR, halting vehicle production, vehicle deliveries
and parts distribution across the UK.  The Group has 10 JLR dealerships and
the impact of the system outage has been significant with September trading
profit impacted by £2.0m.  The Board currently anticipate the impact on
Group adjusted profit before tax for FY26 to be a one-off reduction of up to
£5.5m, depending on the timing of full restoration of JLR systems and normal
trading.  Excluding this impact of the JLR cyber-attack, the underlying
profit before tax of the Group for the full year is expected to be in line
with market expectations(5).

The Group has an insurance policy which includes business interruption
coverage arising from third-party system outages. We are currently in the
process of reviewing the extent of losses or increased costs of working that
may be covered under this policy.  The Group's insurance advisor is Willis
Towers Watson.  The Board will update shareholders in due course on the
extent of the impact and whether losses can be claimed under this policy.

The following are pertinent in assessing the performance of the Group in the
Period.

·      The Group faced a number of external challenges impacting
trading.  The new car market was negatively impacted by continued pressure
around the UK Government's ZEV mandate, as well as economic and political
uncertainty weighing on consumer confidence. It is, however, encouraging to
see the developments of amendments to the ZEV mandate announced in April 2025
and the announcement in July 2025, of Government battery electric vehicle
("BEV") grants which benefit many of the Group's franchises and are expected
to improve demand for new BEV cars in H2.

·      The Group also faced cost headwinds following the Government's
Autumn 2024 Statement, increasing National Minimum Wage and Employer National
Insurance, putting pressure on the Group's operating cost base.  The Group
navigated this pressure proactively by executing cost reductions to offset the
Government related cost pressures and, therefore, keeping costs stable.  Cost
control through deployment of technology and innovative thinking remains
critical, given pressures in the cost base continue.  The key here is to
reduce costs without impacting gross profit generation or customer experience
and future retention.

·      The Group focused on achieving operational excellence in more
controllable areas of the business. As a result, the Group saw a resilient
performance from its used car department with increased like-for-like gross
profit generation, a strong result given supply constraints in the Group's
core used car age cohorts and the demand impact of lower consumer confidence.
In the aftersales arena, the Group focused on initiatives to increase average
invoice values, and improved pricing resulting in growth from the high margin
aftersales business.

·      Between February and April, the Group undertook a major project
to rebrand all Group outlets (except Ferrari) under the Vertu brand.  This
saw the end of the Macklin Motors and Bristol Street Motors brands.  This
major project was well executed and the Group has already seen national
prompted brand awareness for the Vertu brand increase from 11% in March, to
19% in September. There are clear benefits to accrue from a single,
concentrated brand such as simplified systems and processes and higher
marketing return on investment.  For example, in July 2025 a ten-day used car
sale event was executed across all outlets using a varied media mix.  The
event was highly successful and led to a significant growth in sales and a
strong return on investment from marketing.

Senior management structure

The Group is underpinned by a stable leadership structure which is at the core
of delivery of operational and financial results, especially during periods of
market volatility. To further enhance the senior leadership team, two new
roles are being created with two internal promotions from Group Operations
Directors to Managing Directors, effective from 1 January 2026.  This will
have multiple benefits for the Group.  Leon Caruso and Anthony Masterson are
currently Group Operations Directors overseeing the Group's JLR and BMW
divisions.  They have been with the Group seven and five years respectively
and have been key members of the Group's Next Generation senior leadership
development programme. The Managing Directors will oversee Group dealership
operations providing resource and dedication to maximise focus.  This will
reduce the CEO's span of control to enable Robert as CEO to concentrate on
Manufacturer relationships and execution of Group strategy and to spend more
time in the Group's dealerships and operations.  It will also allow more of
his time to be spent on acquisitions, portfolio management, capital allocation
and growth and senior management development.

Capital allocation and growth

Ensuring appropriate returns to shareholders through the use of capital
allocation is critical to the long-term success of the Group and remains at
the top of the Board's agenda. In February 2025, the Group announced a
significant £12.0m Share Buyback programme to be spent over the period to 28
February 2026.  The Group has continued to deploy capital in respect of this
programme throughout the Period with £7.0m of the £12.0m authority having
been expended to 30 September 2025.

Since the share buyback programmes began in July 2017, over £42m has been
returned to shareholders through the repurchase of shares, reducing the
Group's shares in issue by over 19%.

In the Period, the Group also returned £3.7m to shareholders by the payment
of a final dividend in respect of FY25, with a further dividend of 0.9p per
share in respect of H1 FY26 to be paid in January 2026.

The Group has always been growth-focused and undertaken acquisitions.  Growth
has never been uniform, with significant acquisitions completed during and
following the Global Financial Crisis and Covid.  At the present time, the
Board is focused on maximising the current portfolio's performance and
ensuring the franchise mix reflects changes in the likely future structure of
the sector, such as the rise of Chinese brands.

Sector trends are likely to create opportunities for the Group which will be
assessed, and future significant growth is likely to be undertaken once the
sector outlook clears, economic stability is more certain and investment
returns can be assessed with greater clarity.  The Board remains committed to
ensuring the Group is one of the major scaled automotive retailers in the
UK.  There are now six supergroups in the UK with revenues over £4bn and the
Group is firmly one of them.

It's rewarding to see on my dealership visits and those undertaken by the
Board, how each colleague has contributed to the success of the Group, and I
would like to thank them for their efforts.  The dedication they continue to
demonstrate is both exemplary and humbling.  Whilst the new car market
challenges remain, the Board is pleased with the delivery of strategy and
performance.

Andy Goss, Chairman

(4) Adjusted to remove non-underlying items.

(5) According to compiled data at 7 October 2025, the current consensus of
three sell side analysts' expectations for FY26.  Adjusted profit before tax

  is £27.2m, with a range of £26.5m to £27.5m.

 

 

CHIEF EXECUTIVE'S REVIEW

Current Trading and Outlook

JLR disruption

On 31 August 2025, one of the Group's Manufacturer partners, Jaguar Land Rover
('JLR'), suffered a major cyber-attack that forced a global JLR IT systems
shutdown. The attack halted production at key UK plants and disrupted
operations worldwide. This has clearly had a material impact on the
Manufacturer's UK operations and their entire supply chain. Retail operations
were also affected, with dealerships unable to register or deliver new
vehicles, which was especially disruptive during the key plate change month of
September. The system outage has also impacted on aftersales operations within
the Group's dealerships.  Diagnostic and parts ordering systems have been
offline which has impacted vehicle servicing and repair capability.  The
Group has a significant portfolio of 10 JLR dealerships and September trading
profit was impacted by £2.0m as a result of this rare event.  The Board
currently anticipate the impact on Group adjusted profit before tax for FY26
will be a one-off reduction of up to £5.5m, depending on the timing of full
restoration of JLR systems and resumption of normal trading.  The Group
remains in regular dialogue with JLR and notes an easing of the situation in
recent days.

The Group holds an insurance policy which includes business interruption
coverage for third-party system outages.  We are reviewing the extent of
losses and increased costs of working that may be covered under this policy.
The Group's insurance advisor is Willis Towers Watson.  The Board will update
shareholders in due course on the extent of the losses and whether losses can
be claimed under this policy.

September trading and outlook

The Group's September performance delivered profits above prior year levels,
excluding the one-off impact of the JLR cyber-attack.

Like-for-like new retail car sales growth of 1.8% was delivered including
significant sales of BEV product aided by the new Government grants and
increased discounting in the market.  Gross margins were lower as a result of
retailers contributing to strong consumer offers promoted by some
Manufacturers.  Volume growth was below the SMMT reported 8.9% increase in UK
retail registrations year-on-year with the figures enhanced by a significant
increase in tactical pre-registration activity.  Combined new retail and
Motability gross profit generated (excluding JLR) was lower than last year
predominantly due to a 14.8% like-for-like reduction in Motability volumes.
These volumes are likely to stabilise in the coming months then rise next year
due to the timing of Motability renewals.

The Group's like-for-like fleet and commercial volumes increased by 25.0% and
1.5% respectively in September with increased gross profit generation
(excluding JLR).

Like-for-like used car volumes grew strongly by 5.8%, a good result given
continued supply constraints and subdued consumer sentiment.  This result was
aided by good inventory holding levels at 31 August 2025 coming into
September.  Used vehicle margins in the Core Group strengthened to 7.0%
(September 2024: 6.7%) reflecting strong pricing disciplines in the Group
supported by our Vertu Insights analytics, the Group's used car pricing
algorithm.

Aftersales demand remained strong, and profitability was aided by one
additional working day year-on-year and enhanced pricing.  These factors
drove improved gross profit generation (excluding JLR) compared to prior
period.

The Board remains cautious on outlook due to the weak consumer and business
confidence and uncertain macroeconomic conditions.  The Board notes that
there is considerable uncertainty ahead of the Autumn Statement at the end of
November which could impact consumer and business confidence further.
Despite this, underlying profit before tax is expected to be in line with
market expectations, excluding the one-off impact of the JLR cyber-attack.
The Group is very clear of its strategic priorities including further growth
in sales outlets, delivering enhanced returns from acquisitions and start-up
outlets, tight control of costs and the continued share buyback programme to
drive shareholder value creation.

 

 

 

 

 

 

Sector Trends

 

The automotive sector is undergoing a period of major change as a result of a
number of sector and wider macro-economic factors, representing both
challenges and opportunities for the Group. The key themes which have had an
impact on the Group in the Period are identified and discussed below:

·    Electrification

The UK Government continues to lead globally in its push for Battery Electric
Vehicle (BEV) adoption.  The Zero Emission Vehicle (ZEV) mandate requires 28%
of UK new car sales to be BEVs in 2025, rising to 80% by 2030. Vans are
subject to similar targets, albeit on a slower trajectory.  BEV registrations
accounted for 21.9% of new passenger car sales in the first eight months of
2025, up from 19.6% the previous year, with the expectation that the 28% 2025
target will almost certainly be missed.  Manufacturers have responded by
heavily discounting BEVs and prioritising fleet channels to boost volumes,
often at the expense of profitability, and, in some cases, by restricting
availability of non-BEV models.

Affordability is improving significantly, with over 40 BEV models now
available under £30,000 and some sub-£20,000 options from brands like
Hyundai and Dacia.  The average price gap between BEVs and internal
combustion engine (ICE) vehicles has narrowed to just 20%, compared to over
50% five years ago. These developments are helping to accelerate consumer
adoption, albeit not at the pace of ZEV mandate targets. Reflecting this
momentum and a strong focus on the importance of BEV sales, the Group's
like-for-like retail BEV sales volumes grew by 82.4% in H1 2025, well ahead of
the UK BEV market growth of 55.2%.  This market share gain exhibits the
Group's ability to deliver on focused strategies across a scaled business.

Retailers are under pressure from Manufacturers, who tie BEV mix targets to
bonus eligibility and are reducing margins to make new car consumer offers
more attractive.  These Manufacturer actions reflect the pressure they are
under to drive the BEV market to avoid fines and to compete with competitors
who now have access to Government grants.  Legislative changes announced in
April 2025, including a reduction in fines from £15,000 to £12,000 per
excess non-BEV sold and an extension for hybrid vehicle sales beyond 2030,
have provided some relief.  However, the ZEV mandate continues to weigh
heavily on both Manufacturers and retailers and has resulted in low overall
volumes in the new vehicle market in the UK.  Within this smaller market, the
share of fleet registrations remains very high, driven in part by strong
fiscal incentives for BEV for corporate users and subdued retail demand.

In July 2025, the Government introduced a series of grants to stimulate BEV
demand across all channels.  Although some customers delayed purchases
pending clarity on model eligibility and pricing, the confirmed availability
of grants across many brands is expected to drive incremental volumes into
H2.  This, combined with manufacturer-led discounts, has contributed to
stronger BEV retail sales in September.

·    Chinese Brands

A key feature of the UK car market in the Period has been the expansion of
representation from Chinese Manufacturers with Chinese brands nearly doubling
their market share in the first half of 2025.  This is no doubt aided by the
increasing interest in, and adoption of BEV.  It should be noted that Chinese
Manufacturers have not qualified for the UK BEV grants.

MG, SMART and LEVC have been established in the UK for several years and are
represented by the Group. Other Chinese new entrants into the UK car market
include Omoda, Jaecoo, Leapmotor, GWM and Xpeng with more expected to
follow.  The UK, as the fourth-largest BEV market globally and one of the
major economies without significant tariffs on Chinese BEV imports, presents a
highly attractive opportunity for Chinese Manufacturers.  These cars are well
designed and have excellent technology, both in terms of connected car
capability and battery technology.  In addition, many Chinese Manufacturers
are selling both pure BEV and the more popular hybrid vehicles.

The Group began representing BYD in 2024 with two sales outlets currently in
operation and a further three to be opened in November 2025.  The Group
continues to consider and evaluate investment opportunities to ensure that it
has suitable representation of these growing brands, in an aim to reflect the
changing shape of the UK market, always mindful of likely returns on any
incremental investments.

 

 

 

·    Financial Conduct Authority

In August 2025, the Supreme Court issued its judgement relating to Court of
Appeal rulings in October 2024 around historic finance commissions in the
sector.  The Supreme Court dismissed the claims regarding bribery and
fiduciary duties owed by automotive retailers to customers.  It upheld one of
the Court of Appeal decisions relating to an unfair relationship between the
customer and the lender, albeit based on the facts of that specific case
alone.

Following the judgement, the Financial Conduct Authority (FCA) issued a
consultation document on 7 October 2025 regarding a proposed redress scheme
for motor finance customers, with payments to consumers expected to start in
2026.  The consultation will run for six-weeks, and the Group will provide
structured feedback within the required timescales.

Although the structure and details of any redress scheme are not final,
redress is proposed to be based on a definition of unfair relationships
between some customers and lenders.  Any redress payable is proposed to be
initially levied on lenders, rather than on automotive retailers as credit
brokers.

The Board does not currently consider that provisions are required to be made
in respect of any exposures in this area and will update shareholders as the
position becomes clearer.

·    Other Regulatory Changes

The Group is actively involved with consultation with HM Treasury, including
attending a bi-lateral meeting with the Treasury on the matter on 30 September
2025, following publication of draft legislation by HMRC on Employee Car
Ownership Schemes ("ECOS") in July 2025.

The HMRC draft legislation fundamentally changes the tax treatment of ECOS
whereby such vehicles will be treated as company cars subject to benefit in
kind taxation.  The Group currently has almost 250 colleagues on an ECOS
scheme, which is a well-established structure that supports around 5% of UK
new vehicle registrations, underpinning a large share of the nearly-new car
market, including significant numbers of UK produced cars.

The Group believes that the proposals will have a significant macro-economic
impact as changing the taxation of such schemes will lead to Manufacturers not
producing those vehicles, damaging both the new and used UK car markets.
Furthermore, the Group has estimated the changes would reduce taxation income
into HMRC by over £7.0m per annum for the Group's volumes alone, primarily in
lost VAT.  The changes, which were initially planned to be implemented in
April 2026 have been delayed until October 2026.

As well as vehicle market impacts, if implemented, the Board estimates a rise
in Group vehicle costs and employment costs of up to £2.5m could be
incurred.  Primarily, this would be due to a move to contract hire vehicles
for the Group's internal fleet, with monthly lease payments and increased
employment taxes arising.  Clearly, should they arise, the Group will seek to
minimise these costs where possible.

 

Execution of Group Strategy

The Group has made significant progress in the Period on progression towards
its strategic goals.  Key highlights include the following:

Developing the scale of the Group through active portfolio management

The Group has an excellent platform of management, colleagues, processes and
systems, allowing it to capitalise on growth opportunities and deliver scale
benefits.  It is one of the six motor retail 'supergroups' in the UK, each
with revenues in excess of £4bn.  The franchised retail market in the UK
remains very fragmented with the Group representing just over 5% of sector
activity.

The Board remains actively engaged in the management of the Group's portfolio,
continuously assessing growth opportunities and the long-term potential of
existing businesses.  Investment and retrenchment decisions are guided by
strict return metrics to ensure disciplined capital allocation.  Further
limited dealership closures and refranchising actions are likely.

The Group commenced its presence with the Chinese Brand BYD in the year ended
28 February 2025, with outlets opening in Worcester and Gloucester.  The
Group has continued to review further opportunities with the BYD franchise in
the Period and as a result, will open three new BYD sales outlets, by November
2025, in Hartlepool, Macclesfield and Morpeth.  This increases the number of
BYD outlets in the Group to five.  This initiative is part of the Group's
strategy to reflect the likely increase in market share taken by Chinese
Manufacturers in the years ahead.

The Group's existing Motornation dealership in Tamworth was refranchised
during the Period and since 1 July 2025 now operates the Nissan franchise.

Following a strategic review of returns, the Group exited two businesses in
the Period.  In June 2025 the Group closed a Citroen sales outlet which
operated from leasehold premises in Nottingham. This will be refranchised to
the Skoda franchise in November 2025.

In August 2025, the Group closed the Group's final Motornation used car sales
outlet which operated from a freehold site in Derby on which the Group also
operates separate Nissan, Renault, Dacia, Peugeot and Skoda sales outlets.
 This closure will improve the used car and aftersales capacity of the
remaining franchised sales outlets on the site.

The Group announced in October 2025 the closure of Nottingham Honda
Motorcycles.  The business has not been delivering appropriate returns for a
number of years.  The Group will aim to identify a new franchise car
opportunity for the showroom capacity alongside Honda cars, which will remain
on the site.

Following the closure of two underperforming dealerships in Dorchester and
Barnstaple in the year ended 28 February 2025, sales of both vacant freehold
properties classified as held for sale at 28 February 2025, were completed
during the Period. In addition, a further surplus property in Sittingbourne
which was previously used as a parts storage facility, also classified as held
for sale at 28 February 2025, was sold in the Period. Each property generated
sales proceeds equal to, or in excess of book value, realising total cash
consideration of £3.3m, 10.7% above book value.  Progress is being made on
realising additional properties held for resale.

Cost Control

The Group has a proven track record of maintaining a strong focus on cost
control.  This was particularly important in the Period given the cost
headwinds faced by the Group as a result of the UK economic environment and
Government actions.  The Group maintained a like-for-like operating cost base
of just 0.3% (£0.7m) above the prior year which was very pleasing given the
aforementioned cost headwinds. This was the result of decisive action taken by
the Group on cost, following the Autumn 2024 statement.  Digitisation was a
major component of how the Group has, and will, pursue further productivity
increases and cost efficiencies.

Digitalisation Developments

Our 60-strong in-house development team drives the Group's digitalisation
initiatives. These efforts consistently enhance our customer offering,
maximise profitability, and improve operational efficiencies.  Our investment
in systems and operational developments has empowered the Group to standardise
processes, improve controls, and access real-time management information for
swift, data-driven decision-making.  The Board is excited as how these
activities can continue to improve the business going forward

The following highlights some of the key areas of digitalisation where the
Group has made progress in the Period:

 

·      Artificial Intelligence ("AI") Adoption

The Group's AI initiatives focus on practical applications that provide
measurable business benefits, including cost efficiency and return on
investment.  The Executive team are directly involved in setting out goals
and objectives in this area and directing AI strategy.  To date, efforts have
concentrated on improving telephony and customer contact handling efficiency.
There are multiple pilot projects underway that are already demonstrating
value, including AI-driven outbound service bookings and automation of some
contact centre functionality.  It is anticipated these AI deployments will
lead to increased efficiencies in our central contact centre operations.
Additionally, an "AI Dragons Den" competition encouraged colleagues amongst
the Group's 60-strong software development team to propose AI-based proof of
concept ideas. The winning project to automate personalised and timely
responses to incoming leads from Manufacturer websites will be deployed before
the end of the financial year.

·      Website Re-Platforming and developments

In the February 2025 annual report and financial statements, the Group shared
plans to rebuild our main retail website. This has been aided by the Group now
operating a single website under the single Vertu brand.  This project is
progressing well on a modular basis and will be fully complete in mid-2026.
All work is being undertaken in-house with costs tightly controlled.

The Group reviewed the Group's Search Engine Optimisation ("SEO") strategy
12-months ago and has boosted visibility of key search terms considerably,
putting the Group ahead of our competitors for the Period.  Website load
speeds have substantially increased without reducing image quality.

The Group has identified that, whilst website functionality and search engine
optimisation are well on the way to being sector leading, innovation and focus
is required on greater video content and greater use of YouTube channels.
This is particularly critical as AI search gathers pace.  A new strategy is
being developed and executed as a result.

·      Finance efficiency through automation

The Group is dedicating significant resource to re-engineering and automating
our finance functions to drive efficiency in process and productivity. Notable
developments in the Period include:

-     The rollout of automated invoicing in the Vertu Cosmetic Repair
business, automating the production of 21,500 sales ledger invoices and the
posting of costs to 100,000 vehicles per annum.  The functionality developed
in-house also automates the corresponding intercompany payments; and

-     The implementation of an "Aftersales Dashboard" in service
departments, integrating advanced payment methods and implementing Open
Banking, which provides a saving versus traditional credit/debit card merchant
fees.  The dashboard also automates postings into the Group's accounting
system aiding efficiency, removing manual keying in respect of nearly 500,000
receipt transactions annually.

Significant cost savings are being realised as a result of these incentives
with a reduction in operating expenses delivered.  The Board envisage further
developments and cost savings will ensue.

 

Robert Forrester, CEO

 

 

CHIEF FINANCIAL OFFICER'S REVIEW

The Group's income statement for the Period is summarised below:

                             H1 FY26  H1 FY25         Variance

                                      (restated)(6)
                             £'m      £'m             %

 Revenue                     2,510.0  2,474.6         1.4%

 Gross Profit                282.2    273.8           3.1%
 Gross Margin %              11.2%    11.1%           0.1%
 Operating Expenses(6)       (251.2)  (240.8)         (4.3%)
 Adjusted Operating Profit   31.0     33.0            (6.1%)
 Net Finance Charges         (11.0)   (10.9)          (0.9%)
 Adjusted Profit Before Tax  20.0     22.1            (9.5%)
 Non-Underlying Items(7)     (0.5)    -               -
 Profit Before Tax           19.5     22.1            (11.8%)
 Taxation                    (5.3)    (6.1)           13.1%
 Profit After Tax            14.2     16.0            (11.3%)

(6  )Operating expenses include share-based payments and amortisation charges
previously categorised as non-underlying, revenue excludes parts revenue on
vehicle preparation previously included as external revenue.

(7  )Non-underlying items represent reorganisation costs and other
non-underlying charges.

The Group delivered an adjusted profit before tax of £20.0m in the Period.
 This performance was below that achieved in the prior year period,
reflecting the relative strength of comparative profits in H1 last year
compared to the year as a whole and relative weakness in the new car market.

Revenue grew by £35.4m to a new record level of £2.5bn in the Period driven
by acquisitions (primarily the Burrows acquisition undertaken in October 2024)
which contributed a £102.8m increase in revenue year-on-year.  Core Group
revenues declined by £49.2m.  This reduction in Core revenue arose in the
new vehicle department primarily as a result of reduced Motability volumes,
accounting for approximately £55.0m of the reduction.  In addition, the move
to the agency model in the MINI franchise, from 1 March 2025, further reduced
Core Group revenue by approximately £13.0m. The agency model replaces the
selling price of the vehicle within revenue with a handling fee which also
augments margins.  Dealership closures resulted in a further £18.2m decline
in revenue over the Period.

Gross profit growth was achieved as a result of a resilient used car
performance and strong growth in the Group's high margin aftersales channels.
The aftersales growth was a result of improved pricing and the benefits of a
number of Group initiatives to enhance sales conversion and drive higher
average invoice values. In addition, internal labour rates for preparation
work undertaken in the service departments for the Group's vehicle sales
departments also augmented aftersales margins.  As a result of these trends,
the overall Group gross margin increased to 11.2% in the Period (H1 FY25:
11.1%).

The increase in operating expenses was driven by acquisitions with Core Group
operating expenses increasing just 0.3% (£0.7m) on H1 FY25 levels.  This was
a positive result given the cost headwinds in the Period, particularly in
salary costs which increased just 0.2%, despite a significant rise in National
Minimum Wage and employers National Insurance Contribution rates from 1 April
2025.  The Group undertook headcount reductions post Autumn statement and
prior to the commencement of the current financial year.  This reduced the
number of full-time equivalent colleagues by 290.

Net finance charges are just £0.1m above the prior year despite additional
borrowing drawn as a result of the acquisition of Burrows Motor Company
Limited in October 2024.  Higher Manufacturer stocking charges and lease
interest were partially offset by increased interest income on cash deposits
and the impact of lower interest rates.

Revenue and Gross Profit by Department

An analysis of total revenue and gross profit by department is set out below:

                         H1 FY26  H1 FY25

                         £'m      (As restated)(8)   Variance

                                  £'m                £'m
 Revenue
 New                     740.8    771.8              (31.0)
 Fleet & Commercial      549.4    545.5              3.9
 Used                    1,002.7  950.6              52.1
 Aftersales              217.1    206.7              10.4
 Total Group Revenue     2,510.0  2,474.6            35.4

 Gross Profit
 New                     56.6     58.4               (1.8)
 Fleet & Commercial      27.5     28.2               (0.7)
 Used                    71.1     68.7               2.4
 Aftersales              127.0    118.5              8.5
 Total Gross Profit      282.2    273.8              8.4

 Gross Margin
 New                     7.6%     7.6%               -
 Fleet & Commercial      5.0%     5.2%               (0.2%)
 Used                    7.1%     7.2%               (0.1%)
 Aftersales(9)           44.7%    43.8%               0.9%
 Total Gross Margin      11.2%    11.1%              0.1%

(8) Revenue excludes parts revenue on vehicle preparation previously included
as external
revenue.(                                                                                                                                 )
           (9) Aftersales margin expressed on internal and external
revenues.

The total volumes of vehicles sold by the Group and like-for-like trends
against market data are set out below:

                         Total units sold                    Like-for-like units sold
                         H1 FY26         H1 FY25  %                                                                % Variance

                                                  Variance   H1 FY26    H1 FY25

 Used retail vehicles    47,799          46,073   3.7%       44,765     44,999                                     (0.5%)
 Direct new retail cars  18,390          17,611   4.4%       16,999     17,302                                     (1.7%)
 Agency new retail cars  1,860           1,236    50.5%      1,819      1,236                                      47.2%
 Total new retail cars   20,250          18,847   7.4%       18,818     18,538                                     1.5%
 Motability cars         8,638           10,688   (19.2%)    8,275      10,643                                     (22.2%)
 Direct fleet cars       11,344          10,060   12.8%      11,018     9,823                                      12.2%
 Agency fleet cars       5,312           3,612    47.1%      4,645      3,611                                      28.6%
 Total fleet cars        16,656          13,672   21.8%      15,663     13,434                                     16.6%
 Commercial vehicles     7,770           8,549    (9.1%)     7,733      8,540                                      (9.4%)
 Total New vehicles      53,314          51,756   3.0%       50,489     51,155                                     (1.3%)
 Total Vehicles          101,113         97,829   3.4%       95,254     96,154                                     (0.9%)

                                         ( )                            Like-for-like volume variance to SMMT(10)  UK Market (SMMT)
                         New Retail Car                                 (2.5%)                                     4.0%
                         Motability Car                                 (1.1%)                                     (21.1%)
                         Fleet Car                                      3.1%                                       13.5%
                         Commercial                                     -                                          (9.4%)

( )

(10) Represents the variance of like-for-like Group volumes to the UK trends
reported by SMMT

New retail cars and Motability sales

Overall from a very low base, UK retail car registrations increased 4.0%(11)
in the Period, despite continued pressure from the ZEV mandate and the impact
of subdued consumer confidence.  This follows 2024 being the lowest volume
new retail market in 25 years. This market growth was undoubtedly aided by
pre-registration activity as well as a significant uplift in Chinese brand
vehicle registrations.  The Group's like-for-like new retail volumes grew
1.5% in the Period.  This growth was slower than the overall market growth,
which reflects the Group's brand mix and the level of pre-registration in the
market statistics not reflected in the Group's new retail volumes (with
pre-registration activity subsequently being sold in the used car channel).

Motability registrations have significantly reduced, with the market seeing a
21.1% reduction year-on-year and the Group seeing a similar trend.  The
registrations via this channel were impacted by timing of renewals in the
3-year cycle and differing strategic appetite from this high-cost channel from
a number of the Manufacturers which the Group represents.  Some of the big
traditional players have been losing market share.  The Group remains
Motability's largest partner in the UK.  It is anticipated that Motability
renewal levels will increase from March 2026.

As a result of the change in sales mix, with lower margin Motability sales
accounting for a smaller proportion of the Group's total new car volumes in
the Period, and more volume through agency arrangements, new car margins in
the Core Group grew to 7.7% (H1 FY25: 7.5%).

Like-for-like gross profits from the sale of new retail and Motability
vehicles declined by £4.4m, principally as a result of reduced Motability
volume.  This was clearly a major headwind for the Group in the Period.

(11) Source: SMMT

 

Fleet & Commercial vehicle sales

The Group remains a major player in the fleet and commercial market, selling
over 24,000 vehicles via this channel in the Period.  The Group has deep
experience and capability in many of the different aspects of this channel.

The Group's like-for-like volumes in the fleet car channel grew by 16.6% in
the Period, ahead of the market growth of 13.5%. UK fleet sales, particularly
of BEV vehicles, remain strong, driven by fiscal incentives for corporate
fleets of BEVs.

Conversely, there has been reduced demand in new commercial vehicle sales
throughout 2025, with UK registrations down 9.4% in the Period, and the Group
like-for-like sales volumes mirrored this trend. This market weakness in
commercial vehicles is reflective of weakening business confidence in the UK
and is a reliable lead indicator of economic health.

The Core Group's margins in this combined channel have declined slightly to
4.9% (H1 FY25: 5.2%) reflecting the Group's desire to increase volumes to
reduce Manufacturer vehicle stocking charge levels.  Overall, like-for-like
gross profits generated from the fleet and commercial channel reduced by
£1.2m.

Used retail vehicles

Due to the well-documented new car market supply constraints in recent years,
there remain shortages of three-to five-year-old used vehicles in the UK
market.  There has been increasing supply of nearly new cars in the UK,
coming from oversupply versus retail demand for new vehicles leading to
pre-registration activity and more frequent daily rental change cycles.  Over
time, these trends will see the supply of cars in the critical 3-5 year cohort
increase.  Despite these current challenges, the Core Group delivered sales
volumes in the Period just 0.5% below prior year.  The Group benefitted from
a highly successful ten-day Group-wide used car sales event in July that
resulted in a significant boost to sales volumes despite tepid consumer
demand.

Used car trade values in the UK market have shown considerable stability over
the Period, driven by the shortage of desirable stock.  Margin growth in used
cars has been more muted than might be expected in this supply-constrained
environment.  Retail prices have not grown to the same degree as trade
prices, reflecting a relatively subdued consumer and aggressive new car offers
impacting on margins of younger used cars.  Despite these market trends and
discounting in the Group's July sales event, the Core Group over the Period
saw stable margins, highlighting the benefits of the Group's "Insights" used
car pricing algorithm and excellent used car stock management.

In March 2025 the Group increased its internal recovery rates which are
charged from the service department in respect of used vehicle preparation.
This increase was reflective of cost inflation in technician remuneration.
This change resulted in an additional cost of £1.8m which has been absorbed
into Core Group used car department gross profit in the Period.  After
absorbing this, overall Core Group used car gross profits rose £0.6m
year-on-year on a like-for-like basis, with this increase driven by gross
profit per unit sold growing by 1.2% compared to prior year.  This is an
excellent performance.

 

Aftersales

 

The Group's high margin aftersales operations are a vital contributor to Group
profitability, generating over 44% of total gross profit.  Overall, compared
to the six-month period ended 31 August 2024, the following like-for-like
trends in aftersales performance were seen, with like-for-like gross profit
increasing £4.0m year-on-year.  The majority of this growth came from the
higher margin service department.

                                                 Accident & Smart Repair                  Total

                               Service   Parts                                Forecourt
                               £'m       £'m     £'m                          £'m         £'m
 Revenue(12)                   110.0     139.9   15.1                         5.2         270.2
 Revenue(12) change (%)        3.7%      2.9%    (1.7%)                       (10.1%)     2.7%
 Gross profit                  81.1      29.6    9.4                          0.4         120.5
 Gross profit change           3.6       0.5     (0.1)                        -           4.0
 Gross margin(13) H1 FY25 (%)  73.7%     21.2%   62.2%                        8.7%        44.6%
 Margin change (%)             0.6%      (0.3%)  0.6%                         0.2%        0.3%

(12) includes internal and external revenues(  )

(13) Aftersales margin expressed on internal and external revenues

( )

·      Service

Vehicle service and repair remains a key revenue stream for the Group, with
like-for-like service revenue increasing by £4.0m (3.7%) during the Period.
The Group has successfully executed initiatives to enhance average invoice
value in the Period, including focus on the Group's vehicle health check
("VHC") process and increased use of the Group's Pay Later product, which
allows service customers to defer payments interest-free for up to five months
on repair work identified.  This flexible payment option enables more
customers to approve essential repairs identified through the Group's VHC
process and has resulted in higher sales conversion and margin retention.

In addition, as noted above, in March 2025 the Group increased its internal
preparation rates which are charged to the vehicle sales departments, to
better reflect the upward pressure on costs since the prior year. This led to
approximately £2.1m of additional labour gross profit in the Core Group
service department which has been absorbed by the vehicle sales departments.
 This represents 58% of the increase in like-for-like service gross profit.

These initiatives combined with other upward pricing actions led to a
year-on-year improvement in like-for-like labour sales and a rise in
like-for-like service gross margins to 73.7% (H1 FY25: 73.1%).  Consequently,
service gross profit in the Core Group increased by £3.6m.

·    Parts

The Group's extensive parts operations encompass traditional wholesale
activities, agency distribution centres, online parts retailing, and accessory
sales to dealership customers.  These operations also supply parts to the
Group's service and accident repair businesses.  The Core Group grew Parts
revenue by £4.0m year-on-year to £139.9m, driven by a growth in wholesale
parts sales.  This led to a £0.5m increase in gross profit generation in the
Core Group's parts departments.  Margins declined slightly to 21.2% in the
Period (H1 FY25: 21.5%) as a result of a shift in sales mix towards lower
margin wholesale activity.

In order to provide additional focus on the Group's profitable parts business,
an internal appointment into a newly created role of Group Parts Director was
made on 1 September 2025.

·    Accident and Smart Repair

The Group's accident repair centres and smart repair operations are managed
separately from the dealership businesses in a standalone division.
Like-for-like revenue generated from this revenue stream declined £0.3m in
the Period with gross profit declining £0.1m.  This decline arose in the
accident repair centres, with smart repair continuing to exhibit growth.
Declining major accident repair activity reflects trends as vehicle technology
improves and results in fewer and less severe accidents.  Increased parts and
labour costs resulted in increased numbers of vehicles being written off,
rather than repaired.  The Group delivered a gross margin improvement to
62.2% (H1 FY25: 61.6%) in this channel.

 

Acquisitions and Closures

Dealerships acquired or closed since 1 March 2024 have contributed an
additional £0.3m operating loss in the Period compared to prior year, as
summarised below:

 

                                  Start-ups & Acquisitions      Closures  Total
                                  £'m                           £'m       £'m
 H1 FY26
 Revenue                          111.2                         9.7       120.9
 Gross Profit                     12.8                          0.5       13.3
 Operating Loss                   (0.8)                         (0.6)     (1.4)

 H1 FY25
 Revenue                          8.4                           27.9      36.3
 Gross Profit                     0.9                           3.0       3.9
 Operating Loss                   (0.6)                         (0.5)     (1.1)

 H1 FY26 variance to H1 FY25
 Revenue                          102.8                         (18.2)    84.6
 Gross Profit                     11.9                          (2.5)     9.4
 Operating (Loss)/Profit          (0.2)                         (0.1)     (0.3)

 

Acquisitions include new start-up operations opened in the last 12-months by
the Group. These have incurred, as anticipated, start-up losses. These
operations are anticipated to see reduced losses in the next 12-months and a
move to profitability.  The dealership closures will also augment future
profits and lead to improved cost structures in the Group since these
operations have higher cost bases versus revenues than the Group as a whole.

Operating Expenses

A summary of Core Group operating expenses is set out below:

                                                              H1 FY26  H1 FY25  H1 FY26 Var to H1 FY25
                                                              £'m      £'m      £'m           %
 Salary costs                                                 132.9    132.6    0.3           0.2%
 Vehicle and valeting costs                                   27.0     28.9     (1.9)         (6.6%)
 Property costs and depreciation                              29.4     27.8     1.6           5.8%
 Marketing costs                                              20.1     18.0     2.1           11.7%
 Other (including IT costs)                                   25.2     27.1     (1.9)         (7.0%)
 Share based payments and amortisation                        1.9      1.4      0.5           35.7%
 Core Group operating expenses                                236.5    235.8    0.7           0.3%
 Core Group operating expenses as a % of Core Group revenues  10.0%    9.7%

                                                                                              0.3%
 Acquisitions                                                 13.5     1.5      12.0
 Disposals                                                    1.1      3.5      (2.4)
 Total Group underlying operating expenses                    251.1    240.8    10.3          4.3%
 Operating expenses as a % of revenue                         10.0%    9.7%                   0.3%

Core Group operating expenses totalled £236.5m in the Period, just 0.3%
(£0.7m) up on H1 FY25 despite ongoing cost pressures in the UK economy,
reflecting the success of the Group's strong focus on cost control in the
Period.  Dealerships acquired in the period since 1 March 2024, net of
closures, contributed a further £9.5m of operating expenses in the Period
such that, overall, total Group underlying operating expenses increased by
£10.2m in the Period compared to H1 FY25.  Despite this strong focus on cost
control, operating expenses as a % of revenue increased by 0.2% in the total
Group and by 0.3% in the Core Group.  This reflects the reduced revenue as a
result of a challenging new car market impacting vehicle volumes and the
dilutive impact of dealership acquisitions and startups including those of
Chinese brands.  It is anticipated maturing businesses and the closure of
loss-making businesses will aid operating expense trends going forward.

Salary costs represent over half of Core Group operating expenses and are the
biggest single cost to the Group.  Salary costs in the Core Group have
increased just £0.3m year-on-year despite the increased costs enforced by the
2024 Autumn budget.  The changes resulted in rises in National Minimum Wage
and an increase in the rate of Employer's National Insurance which were
enacted in April 2025 with a combined forecast annual impact of £10.0m.  As
previously reported, the Group took decisive action in H2 FY25, including a
targeted headcount reduction programme to mitigate the impact of these
rises.  The impact of these actions is clear.  The Group continues to strive
for process efficiencies and progressed towards centralising a number of key
finance functions into divisional hub structures.  This action delivered a
further headcount reduction in the Period and the resulting termination costs
have been included in non-underlying items.

The Core Group saw a £2.1m (11.7%) increase in marketing costs in the
Period.  This reflects the Group's investment in the move to a single brand
"Vertu".  This strategy is anticipated to yield process efficiencies and cost
savings going forward from the reduction in websites and brand complexity.
 Marketing activity was augmented in the changeover from Bristol Street
Motors to Vertu in April and, in addition, marketing costs include the cost of
the Group wide sale event in July, for which there was no comparative event
last year.  This significantly aided the resilient performance of the used
car department in the Period.

Vehicle and valeting costs in the Core Group have reduced by £1.9m (6.6%) in
the Period as action was taken to reduce costs in this area.  The Group has
applied behavioural science to encourage customers to opt out of a "wash and
vac" in the service department following customer visits and introduced
charging for this service in several divisions.  Further cost savings will
arise as the strategy is rolled out to a number of the Group's other divisions
and are annualised.  A profit enhancement of approximately £0.4m in the
Period arose.  The remaining saving in this area has been driven by active
management of the Group's courtesy and demonstrator fleets to minimise costs
where possible.

Other costs have decreased by £1.9m (7.0%) year-on-year reflecting the
Group's sharp focus on all aspects of its cost base in the Period.  This
includes a £0.6m reduction in energy costs partly due to the Group's
effective buying strategy and use of self-generated solar powered energy.
The Group continues to invest in solar panel installation, with a second phase
planned costing £0.9m at a further 18 dealerships in H2 FY26 after stringent
consideration of the applicable return on investment.

Share based payments and amortisation, which are now included within
underlying expenses, have increased by £0.5m year-on-year as a result of the
continued use of share award schemes as a key element of remuneration packages
for senior managers, which includes the impact of managers in businesses
acquired.

Net Finance Charges

 

The movement in net finance charges is analysed below:

                                                                H1 FY26  H1 FY25  H1 FY26 Var to H1 FY25
                                                                £'m      £'m      £'m
 Interest on bank borrowings                                    4.8      4.8      -
 New vehicle Manufacturer stocking interest                     4.7      4.5      0.2
 Interest on lease liabilities                                  2.0      1.8      0.2
 Used vehicle stock funding interest                            0.2      0.3      (0.1)
 Interest on bank deposits                                      (0.6)    (0.4)    (0.2)
 Net finance income relating to defined benefit pension scheme  (0.1)    (0.1)    -
 Net Finance Charges                                            11.0     10.9     0.1

The overall increase in net finance charges of £0.1m is driven by increased
numbers of outlets in the Group following the Burrows acquisition, new vehicle
stocking charges and interest on lease liabilities.  The movement in lease
interest of £0.2m in the Period is a result of lease extensions negotiated on
certain Group properties and an increase in the number of contract hire
courtesy vehicles, as part of the strategy to reduce vehicle running costs.
The £0.2m year-on-year increase in Manufacturer stocking charges is as a
result of higher new car stocking levels despite reduced interest rates.  In
part, this is due to oversupply in the retail new car channel in some
franchises and additional numbers of dealerships.  In addition, higher fleet
volumes from tactical registration activity in the Period have also led to
increased stocking charges.

Interest on bank borrowings includes the cost of the 20-year mortgage
facilities from BMW Financial Services, where £74.3m remains outstanding at
31 August 2025 (28 February 2025: £76.4m) and a 10-year mortgage facility
with Toyota Financial Services, where £7.0m remains outstanding at 31 August
2025 (28 February 2025: £7.4m), as well as interest on the £56m drawn on the
Group's Revolving Credit Facility ("RCF") with three major banks.

£12.0m of the RCF was drawn in October 2024 to fund the acquisition of
Burrows Motor Company Limited, which also brought the Toyota Financial
Services mortgage into the Group. The growth in interest costs as a result of
this increase in funding has been offset by reduced mortgage interest as the
balance has reduced due to the monthly principal repayments.

Non-underlying items

                     H1 FY26  H1 FY25

                              (re-stated)
                     £'m      £'m
 Redundancy costs    0.3      -
 Site closure costs  0.2      -
                     0.5      -

The Group continued its strong focus on cost control in the Period, taking
several actions to remove avoidable cost from the business.

Firstly, the Group made progress in delivering its finance efficiency
programme, centralising a number of finance processing functions into
divisional hubs.  As a consequence, the Group incurred redundancy costs in
respect of 45 colleagues in the Period with headcount reductions partially
off-set by recruitment in other geographical areas.   The associated
termination costs of £0.3m have been included in non-underlying costs due to
the scale and one-off nature of this initiative.

In addition, following a strategic review of returns in the Period, the Group
closed a Citroen dealership in Nottingham and the Group's last used car sales
outlet in Derby.  The associated closure costs in respect of these outlets of
£0.2m have been included in non-underlying costs.

As previously highlighted, the share-based payment charge and amortisation
costs were reclassified in the full year report and accounts to 28 February
2025 from non-underlying items into underlying items, restating the
comparatives on the same basis. As a result, £1.4m has been reclassified from
non-underlying items to underlying items for the period ended 31 August 2024.

Tax

The Group's underlying effective rate of tax for the Period was 26.8% (H1
FY25: 27.7%).  This is higher than the headline rate of corporation tax in
the UK of 25% as a result of non-qualifying depreciation.  The total tax
charge for the Period was £5.3m (H1 FY25: £6.1m).  The Group continues to
be classified as "low risk" and takes a pro-active approach to minimising tax
liabilities whilst ensuring it pays the appropriate level of tax to the UK
Government.

Dividend

An interim dividend of 0.90p per share (H1 FY25: 0.90p) in respect of FY26
will be paid on 16 January 2026.  The ex-dividend date will be 11 December
2025 and the associated record date 12 December 2025.

Cash Flows

A cash outflow from working capital in the Period of £21.0m reflects an
increase in used vehicle inventory levels and reduced vehicle deposits
compared to the position at 28 February 2025.

As a result of the continued market weakness in new cars, and September being
a smaller plate change month than March, the Group did not reduce its used car
stock holding to the same extent that it did at 28 February 2025. This
decision aided a strong growth in September used vehicle sales.  £14.5m of
cash has been absorbed in used car inventory in the Period as a result.  It
should be noted used car stock levels declined from 31 August 2024 to 2025
despite acquisition growth.

Vehicle deposits taken in advance of delivery were £11.2m lower at 31 August
2025 than 28 February 2025 as a result of the strong new car market in March
2025, ahead of Vehicle Excise Duty changes in April 2025 compared to
September.  In contrast, ordertake into September reflected some deferral in
consumer activity as consumers awaited clarity on eligibility for government
grants on electric vehicles.  As a result, £11.2m was absorbed in the Period
from lower deposits.

Despite the net cash outflow from working capital described above, the Group
generated a broadly neutral Free Cash Flow in the Period with an inflow of
£0.4m compared to a Free Cash Outflow of £14.3m in H1 FY25.

In the Period, the Group successfully disposed of three of the properties held
for resale at 28 February 2025, delivering a cash inflow of £3.3m and
generating a profit on disposal of £0.3m.  This included two former BMW
dealerships in Dorchester and Barnstaple which were closed in the year ended
28 February 2025 and a former parts storage warehouse in Sittingbourne.  All
three properties were included within properties held for sale at 28 February
2025. These sales proceeds have been deducted in arriving at net capital
expenditure of £7.6m incurred in the Period.  £2.5m of this net expenditure
was incurred in respect of projects which add additional capacity to the
Group, including investments in additional capacity at Chesterfield Toyota and
Plymouth Honda as well as the completion of a new off-site vehicle preparation
centre at York BMW.  This £2.5m has therefore been excluded from the
calculation of Cash Flow in the Period.

The Group announced a £12.0m share buy-back programme on 6 February 2025 and
began deploying capital under this programme immediately.  In the financial
year to date, the Group has continued to buy back shares, repurchasing
approximately 9.4m shares, representing 2.8% of opening shares in issue, for a
total cost of £5.6m.  The total expended under the current authority to 30
September 2025 was £7.0m, leaving £5.0m remaining to deploy.  The Board
believes that this is an attractive use of capital and will continue its
programme of buy-backs as a relevant element of returns to shareholders,
alongside dividend payments.  The Group has now purchased over 19% of its
share capital because of buyback programmes operating since FY18.  £3.7m was
spent on dividends in the Period in respect of  the final dividend paid in
respect of the year ended 28 February 2025.

The Group has operated a very successful service plan offering for customers,
with customers paying monthly amounts towards future servicing and receiving
fixed or discounted pricing in return, with flexibility to withdraw and obtain
a refund at any time.  From 1 January 2026, the Digital Markets, Competition
and Consumers Act 2024 brings into force new rules for "consumer savings
schemes contracts".  Although not specifically aimed at service plan
arrangements, there is potential that the service plan amounts paid by
customers and not yet spent by them on servicing will be caught by these new
rules.  If applicable, the Group will be required to obtain an insurance
policy to protect service plan customers' money or to hold the associated
funds in an external trust account.  In this latter case, the cash balances
held would cease to form part of the net debt undertaken.  The Group is
currently exploring the optimum route to take.  The amount of service plan
monies held within the net debt of the Group at 31 August 2025 was £14.0m.
 

 

Karen Anderson, CFO

 

For the six months ended 31 August 2025

                                                                 Six months ended 31 August 2025                           Six months ended 31 August 2024                           Year ended 28 February 2025

                                                                                                                           (as restated - Note 2)
                                 Note                            Underlying items  Non-underlying items  Total             Underlying items  Non-underlying items  Total             Underlying items  Non-               Total

                                                                                   (note 4)                                                  (note 4)                                                  underlying items

                                                                                                                                                                                                       (note 4)
                                                                 £'000             £'000                 £'000             £'000             £'000                 £'000             £'000             £'000              £'000

 Revenue                                                         2,510,027         -                     2,510,027         2,474,639         -                     2,474,639         4,763,926         -                  4,763,926
 Cost of sales                                                   (2,227,836)       -                     (2,227,836)       (2,200,813)       -                     (2,200,813)  (    (4,230,992)       -                  (4,230,992)
 Gross profit                                                    282,191           -                     282,191      26   273,826           -                     273,826      51   532,934           -                  532,934
 Operating expenses                                              (251,159)         (469)                 (251,628)         (240,885)         -                     (240,885)    5)   (480,528)         (4,569)            (485,097)
 Operating profit / (loss)                                       31,032            (469)                 30,563            32,941            -                     32,941            52,406            (4,569)            47,837
 Finance income                  5                               808               -                     808               555               -                     555               1,103             -                  1,103
 Finance costs                   5                               (11,834)          -                     (11,834)          (11,429)          -                     (11,429)          (24,190)          -                  (24,190)
 Profit / (loss) before tax                                      20,006            (469)                 19,537            22,067            -                     22,067            29,319            (4,569)            24,750
 Taxation                                                        (5,359)           91                    (5,268)           (6,112)           -                     (6,112)           (7,576)           929                (6,647)
 Profit / (loss) for the period attributed to equity holders     14,647            (378)                 14,269            15,955            -                     15,955            21,743            (3,640)            18,103

 Basic earnings per share (p)    7                                                                       4.46                                                      4.77                                                   5.48

 Diluted earnings per share (p)  7                                                                       4.11                                                      4.44                                                   5.10

 

 

For the six months ended 31 August 2025

                                                                                                          Six months  Six months  Year

                                                                                                          ended       ended       ended

                                                                                                          31 August   31 August   28 February

                                                                                                          2025        2024        2025
                                                                            Note                          £'000       £'000       £'000

 Profit for the period                                                                                    14,269      15,955      18,103

 Other comprehensive (expense) / income
 Items that will not be reclassified to profit or loss:
 Actuarial (losses) / gains on retirement benefit obligations               10                            (149)       608         1,471
 Deferred tax relating to actuarial losses / (gains) on retirement benefit                                37          (152)       (368)
 obligations
 Items that may be reclassified subsequently to profit or loss:
 Cash flow hedges                                                                                         (138)       (248)       (187)
 Deferred tax relating to cash flow hedges                                                                35          45          47
 Other comprehensive (expense) / income for the period, net of tax                                        (215)       253         963
 Total comprehensive income for the period attributable to equity holders                                 14,054      16,208

                                                                                                                                  19,066

 

 

For the six months ended 31 August 2025

                                                                    31 August               31 August    28 February

                                                                    2025                     2024         2025
                                            Note                    £'000                   £'000        £'000
 Non-current assets
 Goodwill and other indefinite life assets  12                      136,006                 129,332      135,506
 Other intangible assets                                            1,294                   1,705        1,557
 Retirement benefit asset                                           3,753                   3,060        3,895
 Property, plant and equipment                                      357,787                 339,024      357,453
 Right-of-use assets                                                93,677                  81,527       83,734
 Derivative financial instruments                                   -                       -            147
                                                                    592,517                 554,648      582,292
 Current assets
 Inventories                                                        789,781                 785,718      816,939
 Trade and other receivables                                        93,880                  86,897       98,951
 Cash and cash equivalents                                          58,501                  38,649       72,647
                                                                    942,162                 911,264      988,537
 Property assets held for sale                                      5,051                   7,780        7,921
 Total current assets                                               947,213                 919,044      996,458
 Total assets                                                       1,539,730               1,473,692    1,578,750

 Current liabilities
 Trade and other payables                                           (885,037)               (850,196)    (940,541)
 Current tax liabilities                                            (2,739)                 (1,547)      (148)
 Deferred consideration                                             (1,000)                 -            (1,000)
 Contract liabilities                                               (11,764)                (11,662)     (11,753)
 Borrowings                                                         (5,087)                 (4,395)      (5,081)
 Lease liabilities                                                  (21,854)                (19,272)     (19,182)
 Total current liabilities                                          (927,481)               (887,072)    (977,705)

 Non-current liabilities
 Deferred income tax liabilities                                    (25,986)                (23,036)     (26,097)
 Contract liabilities                                               (8,527)                 (9,956)      (8,435)
 Borrowings                                                         (131,751)               (118,129)    (134,133)
 Lease liabilities                                                  (82,013)                (72,250)     (74,829)
 Total non-current liabilities                                      (248,277)               (223,371)    (243,494)
 Total liabilities                                                  (1,175,758)             (1,110,443)  (1,221,199)
 Net assets                                                         363,972                 363,249      357,551

 Capital and reserves attributable to equity holders of the Group
 Ordinary share capital                                             32,070                  33,452       33,010
 Share premium                                                      124,939                 124,939      124,939
 Other reserve                                                      10,645                  10,645       10,645
 Hedging reserve                                                    (23)                    17           80
 Treasury share reserve                                             (2,337)                 (3,175)       (4,812)
 Capital redemption reserve                                         7,657                   6,275        6,717
 Retained earnings                                                  191,021                 191,096      186,972
 Total equity                                                       363,972                 363,249      357,551

 

For the six months ended 31 August 2025

                                                                                                              Six months  Six months  Year

                                                                                                              ended       ended       ended

                                                                                                              31 August   31 August   28 February
                                                                                                              2025        2024        2025
                                                                             Note                             £'000       £'000       £'000
 Cash flows from operating activities
 Operating profit                                                                                             30,563      32,941      47,837
 Profit on sale of property, plant and equipment                                                              (309)       (58)        (1,168)
 (Profit) / loss on lease modification                                                                        (569)       67          (47)
 Amortisation of intangible assets                                                                            261         284         558
 Depreciation of property, plant and equipment                                                                9,664       8,590       18,201
 Depreciation of right of use assets                                                                          10,637      10,597      20,239
 Impairment charges                                                                                           -           -           524
 Movement in working capital                                                 11                               (21,223)    (38,849)    6,986
 Share based payments charge                                                                                  1,451       900         1,890
 Cash inflow from operations                                                                                  30,475      14,472      95,020
 Tax received                                                                                                 809         1,291       1,328
 Tax paid                                                                                                     (3,541)     (4,748)     (6,462)
 Finance income received                                                                                      703         495         984
 Finance costs paid                                                                                           (12,481)    (11,198)    (24,233)
 Net cash inflow from operating activities                                                                    15,965      312         66,637

 Cash flows from investing activities
 Acquisition of businesses, net of cash, overdrafts and borrowings acquired

                                                                             9                                (370)       (1,030)     (10,961)
 Acquisition of freehold and long leasehold land and buildings                                                -           -           (2,230)
 Purchases of intangible assets                                                                               -           (19)        (145)
 Purchases of other property, plant and equipment                                                             (10,853)    (11,953)    (24,611)
 Proceeds from disposal of property, plant and equipment                                                      3,253       800         5,575
 Net cash outflow from investing activities                                                                   (7,970)     (12,202)    (32,372)

 Cash flows from financing activities
 Proceeds from borrowings                                                    8                                -           -                   12,526
 Repayment of borrowings                                                     8                                (2,563)     (2,188)     (8,097)
 Principal elements of lease repayments                                                                       (10,421)    (10,640)    (19,954)
 Sale of treasury shares                                                                                      241         34          46
 Purchase of treasury shares                                                                                  -           -           (4,000)
 Repurchase of own shares                                                                                     (5,722)     (2,234)     (4,784)
 Dividends paid to equity holders                                                                             (3,676)     (5,032)     (7,954)
 Net cash outflow from financing activities                                                                   (22,141)    (20,060)    (32,217)
                                                                             8                                (14,146)    (31,950)    2,048

 Net (decrease) / increase in cash and cash equivalents
 Cash and cash equivalents at beginning of period                                                             72,647      70,599      70,599
 Cash and cash equivalents at end of period                                                                   58,501      38,649      72,647

 

 

 

For the six months ended 31 August 2025

                                                                                                                                                                                 Treasury share   Capital redemption reserve

 Ordinary                                                                                                                                  Share     Other     Hedging reserve   reserve                                       Retained   Total

 share capital                                                                                                                             premium   reserve                                                                   earnings   equity
                                                                      £'000                                                                £'000     £'000     £'000             £'000            £'000                        £'000      £'000
 As at 1 March 2025                                                   33,010                                                               124,939   10,645    80                (4,812)          6,717                        186,972    357,551
 Profit for the period                                                -                                                                    -         -         -                 -                -                            14,269     14,269
 Actuarial losses on retirement benefit obligations                   -                                                                    -         -         -                 -                -                            (149)      (149)
 Tax on items taken directly to equity                                -                                                                    -         -         35                -                -                            37         72
 Fair value losses                                                    -                                                                    -         -         (138)             -                -                            -          (138)
 Total comprehensive income for the period                            -                                                                    -         -         (103)             -                -                            14,157     14,054
 Sale of treasury shares                                              -                                                                    -         -         -                 2,475            -                            (2,234)    241
 Cancellation of repurchased shares                                   (940)                                                                -         -         -                 -                940                          -          -
 Repurchase of own shares                                             -                                                                    -         -         -                 -                -                            (5,649)    (5,649)
 Dividends paid                                                       -                                                                    -         -         -                 -                -                            (3,676)    (3,676)
 Share based payments charge                                          -                                                                    -         -         -                 -                -                            1,451      1,451
 As at 31 August 2025                                                 32,070                                                               124,939   10,645    (23)              (2,337)          7,657                        191,021    363,972

 

The repurchase of own shares in the period was made pursuant to the share
buyback programmes announced on 6 February 2025.

9,401,631 ordinary shares to the value of £5,649,000 had been repurchased in
the six months ended 31 August 2025.  These shares were cancelled immediately
and accordingly, the nominal value of these shares has been transferred to the
capital redemption reserve.

The 'Other reserve' is a merger reserve, arising from shares issued as
consideration to the former shareholders of acquired companies.

 

 

For the six months ended 31 August 2024

                                                                                                          Treasury share  Capital redemption reserve

 Ordinary                                                     Share premium   Other     Hedging reserve   reserve                                     Retained   Total

 share capital                                                                reserve                                                                 earnings   equity
                                                    £'000     £'000           £'000     £'000             £'000           £'000                       £'000      £'000
 As at 1 March 2024                                 33,760    124,939         10,645    220               (2,056)         5,967                       179,898    353,373
 Profit for the period                              -         -               -         -                 -               -                           15,955     15,955
 Actuarial gains on retirement benefit obligations  -         -               -         -                 -               -                           608        608
 Tax on items taken directly to equity              -         -               -         45                -               -                           (152)      (107)
 Fair value losses                                  -         -               -         (248)             -               -                           -          (248)
 Total comprehensive income for the period          -         -               -         (203)             -               -                           16,411     16,208
 Sale of treasury shares                            -         -               -         -                 (1,119)         -                           1,153      34
 Cancellation of repurchased shares                 (308)     -               -         -                 -               308                         -          -
 Repurchase of own shares                           -         -               -         -                                 -                           (2,234)    (2,234)
 Dividends paid                                     -         -               -         -                 -               -                           (5,032)    (5,032)
 Share based payments charge                        -         -               -         -                 -               -                           900        900
 As at 31 August 2024                               33,452    124,939         10,645    17                (3,175)         6,275                       191,096    363,249

 

For the year ended 28 February 2025

                                                              Share     Other     Hedging reserve   Treasury share   Capital redemption reserve  Retained   Total

 Ordinary                                                     premium   reserve                    reserve                                       earnings   equity

 share capital
                                                    £'000     £'000     £'000     £'000            £'000             £'000                       £'000      £'000
 As at 1 March 2024                                 33,760    124,939   10,645    220              (2,056)           5,967                       179,898    353,373
 Profit for the year                                -         -         -         -                -                 -                           18,103       18,103
 Actuarial gains on retirement benefit obligations  -         -         -         -                -                 -                           1,471      1,471
 Tax on items taken directly to equity              -         -         -         47               -                 -                           (368)      (321)
 Fair value losses                                  -         -         -         (187)            -                 -                           -          (187)
 Total comprehensive income for the year            -         -         -         (140)            -                 -                           19,206      19,066
 Sale of treasury shares                            -         -         -         -                1,244             -                           (1,198)    46
 Purchase of treasury shares                        -         -         -         -                (4,000)           -                           -          (4,000)
 Repurchase of own shares                           -         -         -         -                -                 -                           (4,870)    (4,870)
 Cancellation of repurchased shares                 (750)     -         -         -                -                 750                         -          -
 Dividends paid                                     -         -         -         -                -                 -                           (7,954)    (7,954)
 Share based payments charge                        -         -         -         -                -                 -                           1,890          1,890
 As at 28 February 2025                             33,010    124,939   10,645    80               (4,812)           6,717                       186,972    357,551

 

NOTES

For the six months ended 31 August 2025

1.      Basis of preparation

Vertu Motors plc is a Public Limited Company which is quoted on the AiM Market
and is incorporated and domiciled in the United Kingdom.  The address of the
registered office is Vertu House, Fifth Avenue Business Park, Team Valley,
Gateshead, Tyne and Wear, NE11 0XA.  The registered number of the Company is
05984855.

The financial information for the period ended 31 August 2025 and similarly
the period ended 31 August 2024 has neither been audited nor reviewed by the
auditors. The financial information for the year ended 28 February 2025 has
been based on information contained in the audited financial statements for
that year.

The information for the year ended 28 February 2025 does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006. A copy
of the statutory accounts for that year has been delivered to the Registrar of
Companies.  The Auditors' Report on those accounts was not qualified under
section 498 of the Companies Act 2006.

2.   Accounting policies

In line with International Accounting Standard 34 and the Disclosure and
Transparency Rules of the Financial Conduct Authority, these condensed interim
financial statements have been prepared applying the accounting policies and
presentation that were applied in the preparation of the Company's published
consolidated financial statements for the year ended 28 February 2025.

Classification of items in the Income Statement

As set out in the consolidated financial statements for the year ended 28
February 2025, the following reclassifications have been made to the Income
Statement:

·              The Group's share-based payment charge and
amortisation charges have been reclassified from non-underlying items into
underlying items. As a result of these changes, previously reported underlying
operating expenses in the six months ended 31 August 2024 have increased by
£1,394,000 and non-underlying operating expenses have decreased by
£1,394,000.

·              Revenue in relation to parts used in the
preparation of vehicles for sale has been reclassified due to certain
intercompany transactions not eliminating on consolidation. Consequently, such
income is no longer presented within external revenue. As a result, previously
reported turnover and cost of sales have both decreased by £17,793,000 for
the six months ended 31 August 2024.

 

3.   Segmental information

The Group adopts IFRS 8 "Operating Segments", which determines and presents
operating segments based on information provided to the Group's Chief
Operating Decision Maker ("CODM"), Robert Forrester, Chief Executive
Officer.  The CODM receives information about the Group overall and therefore
there is one operating segment.

The CODM assesses the performance of the operating segment based on a measure
of both revenue and gross margin.  However, to increase transparency, the
Group has included below an additional voluntary disclosure analysing revenue
and gross margin within the reportable segment.

 Six months ended 31 August 2025                         Revenue    Revenue Mix %  Gross Profit    Gross Profit Mix  Gross Margin %

                                                         £'000                      £'000          %
 Aftersales(14)                                          217,161    8.7            127,042         45.0              44.7
 Used vehicles                                           1,002,675  39.9           71,081          25.2              7.1
 New retail and Motability                               740,829    29.5           56,587          20.1              7.6
 New fleet & commercial                                  549,362    21.9           27,481          9.7               5.0
 Total                                                   2,510,027  100.0          282,191         100.0             11.2

 Six months ended 31 August 2024 (as restated (Note 2))  Revenue    Revenue Mix %  Gross Profit    Gross Profit Mix  Gross Margin %

                                                         £'000                     £'000           %

 Aftersales(14)                                          206,752    8.4            118,572         43.3              43.8
 Used vehicles                                           950,648    38.4           68,637          25.1              7.2
 New retail and Motability                               771,759    31.2           58,411          21.3              7.6
 New fleet & commercial                                  545,480    22.0           28,206          10.3              5.2
 Total                                                   2,474,639  100.0          273,826         100.0             11.1

 Year ended 28 February 2025                             Revenue    Revenue Mix %  Gross           Gross Profit      Gross Margin %

                                                         £'000                      Profit £'m     Mix %
 Aftersales(14)                                          417,799    8.8            236,145         44.3              43.7
 Used vehicles                                           1,851,429  38.9           130,886         24.6              7.1
 New retail and Motability                               1,439,922  30.2           110,174         20.7              7.7
 New fleet & commercial                                  1,054,776  22.1           55,729          10.4              5.3
 Total                                                   4,763,926  100.0          532,934         100.0             11.2
 (14) Aftersales margin expressed on internal and external revenue

4.      Non-underlying items

                                            Six months   Six months              Year

                                            ended        ended                  ended

                                            31 August   31 August               28 February
                                            2025        2024                    2025
                                            £'000       (as restated - Note 2)  £,000

                                                        £'000
 Redundancy costs                           (325)       -                       (2,817)
 Other site closure costs                   (144)       -                       (106)
 Rebrand costs                              -           -                       (794)
 Acquisition costs                          -           -                       (328)
 Impairment of freehold land and buildings  -           -                       (524)
 Non-underlying loss before tax             (469)       -                       (4,569)
 Non-underlying taxation credit             91          -                       929
 Non-underlying loss after tax              (378)       -                       (3,640)

The Group continued its strong focus on cost control in the Period taking
several actions to remove avoidable cost from the business.

Firstly, the Group made progress towards its finance efficiency programme,
centralising a number of finance processing functions into divisional hubs. As
a consequence, the Group incurred redundancy costs in respect of 45 colleagues
in the Period. The associated termination costs of £325,000 have been
included in non-underlying costs due to the scale and one-off nature of this
initiative.

In addition, following a strategic review of returns in the Period, the Group
closed a Citroen dealership in Nottingham and announced the closure of a used
car sales outlet in Derby. The associated closure costs in respect of these
outlets of £144,000 have been included in non-underlying costs.

As previously highlighted, the share-based payment charge and amortisation
costs were reclassified in the full year report and accounts to 28 February
2025 from non-underlying items into underlying items, restating the
comparatives on the same basis. As a result, £1,394,000 has been reclassified
from previously reported non-underlying items to underlying items for the
period ended 31 August 2024.

5.      Finance income and costs

                                                      Six months  Six months  Year

                                                      ended       ended       ended

                                                      31 August   31 August   28 February

                                                      2025        2024        2025
                                                      £'000       £'000       £'000
 Interest on short-term bank deposits                 637         413         983
 Net finance income relating to Group pension scheme  105         60          120
 Other interest                                       66          82          -
 Finance income                                       808         555         1,103

 Bank loans and overdrafts                            (4,858)     (4,897)     (10,277)
 Vehicle stocking interest                            (4,840)     (4,693)     (9,853)
 Lease liability interest                             (2,136)     (1,839)     (4,060)
 Finance costs                                        (11,834)    (11,429)    (24,190)

 

6.      Taxation

The Group's underlying effective rate of tax is 26.8% (H1 FY25 (as restated -
Note 2): 27.7%), which is higher than the standard rate of corporation tax in
the UK as a result of the impact of non-qualifying depreciation and
non-deductible expenses.  The overall effective tax rate of 27.0% (H1 FY25:
27.7%) includes tax on non-underlying items.  The Group continues to be
classified as "low risk" by HMRC and takes a pro-active approach to minimising
tax liabilities whilst ensuring it pays the appropriate level of tax to the UK
Government.

 

7.      Earnings per share

Basic and diluted earnings per share are calculated by dividing the earnings
attributable to equity shareholders by the weighted average number of ordinary
shares during the period or the diluted weighted average number of ordinary
shares in issue in the period.

The Group only has one category of potentially dilutive ordinary shares, which
are share options. A calculation has been undertaken to determine the number
of shares that could have been acquired at fair value (determined as the
average annual market price of the Group's shares) based on the monetary value
of the subscription rights attached to the outstanding share options.  The
number of shares calculated as above is compared with the number of shares
that would have been issued assuming the exercise of the share options.

Adjusted earnings per share is calculated by dividing the adjusted earnings
attributable to equity shareholders by the weighted average number of ordinary
shares in issue during the period.

                                                             Six months  Six months

                                                             ended        ended                   Year ended

                                                             31 August   31 August                28 February

                                                             2025        2024                     2025

                                                                         (as restated - Note 2)
                                                             £'000       £'000                    £'000
 Profit attributable to equity shareholders                  14,269      15,955                   18,103
 Non-underlying loss after tax items                         378         -                        3,640
 Underlying earnings attributable to equity shareholders                                          21,743

                                                             14,647      15,955

 Weighted average number of shares in issue ('000s)          320,276     334,324                  330,599
 Potentially dilutive shares ('000s)                         27,038      25,137                   24,117
 Diluted weighted average number of shares in issue ('000s)  347,314     359,461                  354,716

 Basic earnings per share                                    4.46p       4.77p                    5.48p
 Diluted earnings per share                                  4.11p       4.44p                    5.10p
 Underlying earnings per share                               4.57p       4.77p                    6.58p
 Diluted underlying earnings per share                       4.22p       4.44p                    6.13p

At 31 August 2025, there were 320,700,132 shares in issue (including 3,784,108
held by the Group's employee benefit trust).

 

 

8.      Reconciliation of net cash flow to movement in net debt

                                                         31 August 2025  31 August 2024  28 February 2025
                                                         £'000            £'000          £'000
 Net (decrease) / increase in cash and cash equivalents  (14,146)        (31,950)        2,048
 Cash inflow from proceeds of borrowings                 -               -               (12,526)
 Cash outflow from repayment of borrowings               2,563           2,188            8,097
 Cash movement in net debt                               (11,583)        (29,762)        (2,381)

 Borrowings acquired                                     -               -               (10,569)
 Capitalisation of loan arrangement fees                 -               -                               520
 Amortisation of loan arrangement fees                   (159)           (117)           (246)
 Increase in accrued loan interest                       (28)            (17)            88
 Non-cash movement in net debt                           (187)           (134)           (10,207)

 Movement in net debt (excluding lease liabilities)      (11,770)        (29,896)        (12,588)
 Opening net debt (excluding lease liabilities)          (66,567)        (53,979)        (53,979)
 Closing net debt (excluding lease liabilities)          (78,337)        (83,875)        (66,567)

 Opening lease liabilities                               (94,011)        (82,924)        (82,924)
 Capitalisation of new leases                            (24,363)        (20,063)        (32,277)
 Disposal of lease liabilities                           4,086           825                         1,236
 Interest element of lease repayments                    (2,136)         (1,839)         (4,060)
 Cash outflow from lease repayments                      12,557          12,479          24,014
 Closing lease liabilities                               (103,867)       (91,522)        (94,011)

 Closing net debt (including lease liabilities)          (182,204)       (175,397)       (160,578)

 

9.    Acquisitions

On 1 March 2025, the Group acquired the entire issued share capital of The
Union Motor Company Limited, an authorised repairer for London Electric
Vehicle Company (LEVC) based in Edinburgh. Total consideration of £370,000
(net of cash acquired) was settled from the Group's cash resources.

10.   Retirement benefit asset

The Group operates a trust based defined benefit pension scheme, "Bristol
Street Pension Scheme", which has three defined benefit sections which were
closed to new entrants and future accrual on 31 May 2003, with another section
closed to new entrants in July 2003 and future accrual in October 2013.  The
Group has applied IAS 19 (revised) to the scheme.  The scheme remains fully
funded and in surplus on the accounting basis.

During the six month period ended 31 August 2025, there have been changes in
the financial and demographic assumptions underlying the calculation of the
liabilities. In particular, the discount rate has increased, inflation
assumptions have decreased and life expectancy assumptions have been modified.
The effect of these changes in assumptions was a decrease in liabilities of
£1,272,000. The liability hedging strategy within the scheme investment
portfolio meant that the period also saw a decrease in the market value of
scheme assets of £1,414,000. In total, an actuarial loss of £149,000 was
recognised in the Consolidated Statement of Comprehensive Income.

 

 

11.   Cash flow from movement in working capital

The following table reconciles the movement in balance sheet headings to the
movement in working capital as presented in the Consolidated Cash Flow
Statement.

 

 For the six months ended 31 August 2025
                                                                                                  Trade and other receivables     Trade and other payables         Total working capital movement

                                                                  Inventories
                                                                  £'000                           £'000                           £'000                            £'000
 Trade and other payables                                                                                                         (885,037)
 Contract liabilities                                                                                                             (20,291)
 At 31 August 2025                                                789,781                           93,880                        (905,328)
 At 28 February 2025                                              816,939                         98,951                          (960,729)
 Balance sheet movement                                           27,158                          5,071                           (55,401)
 Acquisitions                                                     33                              62                              (252)
 Movement excluding business combinations                         27,191                          5,133                           (55,653)                         (23,329)
 Pension related balances                                                                                                                                          98
 Decrease in capital creditor                                                                                                                                      1,093
 Decrease in interest accrual                                                                                                                                      500
 Derivative financial instruments                                                                                                                                  9
 Decrease in share buyback accrual                                                                                                                                 72
 Decrease in loan acceptance fee accrual                                                                                                                           334
 Movement in working capital                                                                                                                                       (21,223)
 For the six months ended 31 August 2024

                                                                                  Trade and other receivables     Trade and other payables       Total working capital movement

                                           Inventories
                                           £'000                                  £'000                           £'000                          £'000
 Trade and other payables                                                                                         (850,196)
 Contract liabilities                                                                                             (21,618)
 At 31 August 2024                         785,718                                86,897                          (871,814)
 At 29 February 2024                       761,996                                93,702                          (893,407)
 Balance sheet movement                    (23,722)                               6,805                           (21,593)
 Acquisitions                              734                                    48                              (24)
 Movement excluding business combinations  (22,988)                               6,853                           (21,617)                       (37,752)
 Pension related balances                                                                                                                        85
 Increase in capital creditor                                                                                                                    (1,039)
 Increase in interest accrual                                                                                                                    (16)
 Derivative financial instruments                                                                                                                (127)
 Movement in working capital                                                                                                                     (38,849)

 

 

 For the year ended 28 February 2025
                                                         Trade and other receivables  Trade and    Total working capital movement

                                           Inventories                                other

                                                                                       payables
                                           £'000         £'000                        £'000        £'000
 Trade and other payables                                                             (940,541)
 Contract liabilities                                                                 (20,188)
 At 28 February 2025                       816,939       98,951                       (960,729)
 At 29 February 2024                       761,996       93,702                       (893,406)
 Balance sheet movement                    (54,943)      (5,249)                      67,323
 Acquisitions                              16,017        2,082                        (16,933)
 Disposals                                 -             -                            (929)
 Movement excluding business combinations  (38,926)      (3,167)                      49,461       7,368
 Pension related balances                                                                          173
 Increase in capital creditor                                                                      (22)
 Decrease in interest accrual                                                                      169
 Derivative financial instruments                                                                  (282)
 Increase in share buyback accrual                                                                 (86)
 Increase in loan acceptance fee accrual                                                           (334)
 Movement in working capital                                                                       6,986

12.       Goodwill and other indefinite life assets

                                                         31 August  31 August  28 February

                                                         2025       2024       2025
                                                         £'000      £'000       £'000
 Goodwill                                                90,314     85,429     89,814
 Other indefinite life assets - Franchise relationships  45,692     43,903     45,692
 At end of period                                        136,006    129,332    135,506

 

13.       Risks and uncertainties

There are certain risk factors which could result in the actual results of the
Group differing materially from expected results. These factors include:
failure to deliver on the strategic goal of the Group to acquire and
consolidate UK motor retail businesses, failure to meet competitive challenges
to our business model or sector, advances in vehicle technology providing
customers with mobility solutions which bypass the dealer network, inability
to maintain current high quality relationships with Manufacturer partners,
economic conditions impacting trading, market and environmental considerations
impact on vehicle supply and values, litigation and regulatory risk, failure
to comply with health and safety policy, failure to attract, develop and
retain talent, failure of Group information and telecommunication systems,
malicious cyber-attack, availability of credit and vehicle financing, use of
estimates, currency risk, impact of the transition to lower emission
alternatives, changes in cost base driven by climate goals and other climate
related physical risks.

All of the above principal risks are consistent with those detailed in the
Annual Report for the year ended 28 February 2025.

The Board continually review the risk factors which could impact on the Group
achieving its expected results and confirm that the above principal factors
will remain relevant for the final six months of the financial year ending 28
February 2026.

 

Set out below are the definitions and sources of various alternative
performance measures which are referred to throughout the Interim Financial
Report.  All financial information provided is in respect of the Vertu Motors
plc Group.

Definitions

Like-for-like                       Dealerships that have
comparable trading periods in two consecutive financial years, only the
comparable period is measured as "like-for-like".

H1 FY26                            The six month
period ended 31 August 2025.

H1 FY25                            The six month
period ended 31 August 2024.

Adjusted                           Adjusted for
non-underlying items as these are unconnected with the ordinary business of
the Group. This definition has been amended during the year ended 28 February
2025 to exclude share-based payment charges and amortisation which were
previously included in non-underlying items. Share-based payments and
amortisation are included in underlying items in both the current and the
comparative period.

Aftersales gross margin     Aftersales gross margin compares the gross
profit earned from aftersales activities to total aftersales revenues,
including internal revenue relating to service and vehicle preparation work
performed on the Group's own vehicles.  This is to properly reflect the real
activity of the Group's aftersales departments.

 

Alternative Performance Measures

Adjusted Profit Before Tax (PBT)

                           Six months ended  Six months ended

                           31 August         31 August

                           2025              2024
                           £'000             £'000
 Profit before tax         19,537             22,067
 Redundancy costs          325               -
 Other site closure costs  144               -
 Adjusted PBT              20,006            22,067

 

Free Cash Flow

 

                                                          Six months ended  Six months ended

                                                          31 August         31 August

                                                          2025              2024
                                                          £'000             £'000
 Net cash inflow from operating activities                15,965            312
 Purchase of other property, plant and equipment          (10,853)          (11,953)
 Enhancement capital expenditure included in above        2,455             7,174
 Purchase of intangible assets                            -                 (19)
 Proceeds from disposal of property, plant and equipment  3,253             800
 Principal elements of lease repayments                   (10,421)          (10,640)
 Free Cash Flow                                           399               (14,326)

 

 

 

Tangible net assets per share

                                                      31 August  28 February

                                                      2025       2025
                                                      £'000      £'000
 Net assets                                           363,972    357,551
 Less:
 Goodwill and other indefinite life assets (note 12)  (136,006)  (135,506)
 Other intangible assets                              (1,294)    (1,557)
 Add:
 Deferred tax on above adjustments                    14,587     14,318
 Tangible net assets                                  241,259    234,806
 Tangible net assets per share                        76.1p      72.9p

 

At 31 August 2025 there were 320,700,132 shares in issue (28 February 2025:
330,101,763) of which 3,784,108 were held by the Group's employee benefit
trust (28 February 2025:  7,793,005).  Rights to dividends on shares held in
the Group's employee benefit must have been waived and, therefore, such shares
are not included in the tangible net assets per share calculation.

 

Like-for-like reconciliations:

Revenue by department

                                H1 FY26                                            H1 FY26

                                Group revenue   Acquisitions   Disposals revenue   Like-for-like revenue £'m

                                £'m             revenue        £'m

                                                £'m
 New car retail and Motability  740.8           (41.2)         (1.1)               698.5
 New fleet and commercial       549.4           (3.0)          (0.5)               545.9
 Used vehicles                  1,002.7         (57.3)         (7.5)               937.9
 Aftersales                     217.1           (9.7)          (0.6)               206.8
 Total revenue                  2,510.0         (111.2)        (9.7)               2,389.1

 

                                H1 FY25                                            H1 FY25

                                Group revenue   Acquisitions   Disposals revenue   Like-for-like revenue £'m

                                £'m             revenue        £'m

                                                £'m
 New car retail and Motability  771.8           (0.6)          (1.8)               769.4
 New fleet and commercial       545.5           (0.3)          (0.9)               544.3
 Used vehicles                  950.6           (7.1)          (19.2)              924.3
 Aftersales                     206.7           (0.4)          (6.0)               200.3
 Total revenue                  2,474.6         (8.4)          (27.9)              2,438.3

 

 

Gross profit by department

 

                                H1 FY26                                                         H1 FY26

                                Group gross profit   Acquisitions gross profit   Disposals      Like-for-like gross profit

                                £'m                  £'m                         gross profit   £'m

                                                                                 £'m
 New car retail and Motability  56.6                 (2.9)                       (0.1)          53.6
 New fleet and commercial       27.5                 (0.5)                       -              27.0
 Used vehicles                  71.1                 (3.2)                       (0.1)          67.8
 Aftersales                     127.0                (6.2)                       (0.3)          120.5
 Total gross profit             282.2                (12.8)                      (0.5)          268.9

 

                                H1 FY25                                                         H1 FY25

                                Group gross profit   Acquisitions gross profit   Disposals      Like-for-like gross profit

                                £'m                  £'m                         gross profit   £'m

                                                                                 £'m
 New car retail and Motability  58.4                 -                           (0.4)          58.0
 New fleet and commercial       28.2                 -                           -              28.2
 Used vehicles                  68.7                 (0.5)                       (1.0)          67.2
 Aftersales                     118.5                (0.4)                       (1.6)          116.5
 Total gross profit             273.8                (0.9)                       (3.0)          269.9

 

 

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