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REG - Victorian Plumbing - HALF YEAR RESULTS

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RNS Number : 5292I  Victorian Plumbing Group PLC  14 May 2025

 

Victorian Plumbing Group PLC

HALF year results for the SIX MONTHS ENDED 31 mARCH 2025

Continuing to grow market share | New infrastructure facilitating category
expansion | Imminent MFI launch

Victorian Plumbing Group plc ("Victorian Plumbing", the "Group"), the UK's
leading bathroom retailer((1)), announces its half year results for the six
months ended 31 March 2025 ("H1 2025", "the period"), highlighting the
significant progress made against strategic priorities.

                                 H1 2025   H1 2024   Change
 Revenue                         £152.7m   £144.6m   6%
 Gross profit((2))               £76.6m    £72.3m    6%
 Gross profit margin((3))        50%       50%       0%pt
 Adjusted EBITDA((4))            £15.2m    £13.2m    15%
 Adjusted EBITDA margin((5))     10%       9%        1%pt
 Adjusted PBT((6))               £11.8m    £11.5m    3%
 Adjusted PBT margin((7))        8%        8%        0%pt
 Operating cash conversion((8))  88%       65%       23%pts
 Free cash flow((9))             £12.9m    £8.6m     50%
 Adjusted diluted EPS((10))      2.8p      2.7p      4%
 Interim dividend                0.70p     0.52p     35%

 

Financial highlights

 ·             H1 2025 revenue growth of 6% to £152.7m (H1 2024: £144.6m), boosted by
               revenue growth of 9% (or £6.5m) in Q2, following completion of the warehouse
               transformation in December 2024.
 ·             Adjusted EBITDA increased by 15% to £15.2m (H1 2024: £13.2m); adjusted
               EBITDA margin increased 1%pt to 10% (H1 2024: 9%).
 ·             Depreciation and net finance costs increased to £4.1m (H1 2024: £3.4m)
               reflecting the depreciation of the right-of-use asset and the finance cost on
               the new warehouse lease arrangement, together with lower interest received
               following significant capex and M&A activity in H2 2024.
 ·             Adjusted PBT increased 3% to £11.8m (H1 2024: £11.5m); adjusted PBT margin
               stable at 8% (H1 2024: 8%).
 ·             Operating cash conversion strong at 88% (H1 2024: 65%), free cash flow up 50%
               to £12.9m (H1 2024: £8.6m).
 ·             Interim dividend of 0.70p per share (H1 2024: 0.52p per share), reflecting a
               35% increase and in line with our updated capital allocation policy - dividend
               cover ratio of 2.25x - 3.00x (previously 3.00x - 3.50x).

 

Strategic and operational highlights

 ·             Total orders((11)) increased 10% to 542,000 (H1 2024: 494,000) reflecting
               continued market share gains in a subdued trading environment.
 ·             Customers continued to purchase proportionately more of our own brand
               products, reducing average order value ("AOV")((12)) by 4% to £282 (H1 2024:
               £293); own brand products at 81% of total revenue (H1 2024: 79%).
 ·             Warehouse transformation, completed in December 2024, has facilitated further
               progress in strategic growth areas of trade and expansion categories:
               o                            Trade revenue increased 12% to £36.1m (H1 2024: £32.3m) and now represents
                                            24% of total revenue (H1 2024: 22%). Introduced third party trade credit
                                            option in February 2025.
               o                            Next day delivery cut-off time extended from midday to 4pm.
               o                            Tiles & décor revenue increased 36% to £7.6m (H1 2024: £5.6m) and
                                            represented 5% of total revenue (H1 2024: 4%). Now offering free tile sample
                                            delivery to accelerate growth in tiles & décor.
 ·             Total marketing spend as a % of revenue reduced to 28.8% (H1 2024: 29.5%).
               o                            Online marketing spend as a % of revenue reduced to 25.3% (H1 2024: 26.7%).
               o                            Brand marketing spend as a % of revenue increased to 3.5% (H1 2024: 2.8%).
               §                                                                     Brand awareness((13)) has increased to 72% (H1 2024: 59%).
 ·             Victoria Plum ceased trading in November 2024, with the expensive Doncaster
               lease and other operating costs exited in January 2025.

 

Re-invented MFI brand facilitates launch into UK Homewares market in H1 FY26

 ·             Strategic entry into homewares adjacency; using our competitive advantage to
               ensure sustainable growth.
 ·             UK Homewares TAM is £20bn((14)) (vs. c.£1.5bn for just UK Bathroom((1))).
 ·             MFI brand and three letter domain name obtained as part of the recent Victoria
               Plum acquisition.
 ·             Product range fits with Victorian Plumbing's existing customer base.
 ·             Utilises the platform provided by our proprietary software, e-commerce
               knowledge and supply chain logistics,  which enabled the growth of our
               bathroom business.
 ·             c.£3m investment in people and property costs in FY25 as part of launch, with
               no corresponding FY25 revenue.

 

Current trading and outlook for Full Year 2025

 ·             Momentum in Q2 further improved in April with double digit revenue growth
               during the month.
 ·             Looking forward, the rate of growth in revenue is expected to reduce from
               mid-May as the Group laps the acquisition of Victoria Plum, such that revenue
               growth is expected to be between 4% and 6% by the end of the financial year.
 ·             The benefits of the strategic progress made in the period, together with the
               efficient marketing spend environment that we are now operating in, supports
               our confidence in delivering full year adjusted EBITDA (excluding MFI) in line
               with current market expectations.
 ·             Taking into account the MFI set-up and launch costs, full year adjusted PBT is
               expected to be between £21m and £22m.

 

Mark Radcliffe, Founder and Chief Executive Officer of Victorian Plumbing,
said:

"Having invested significantly in preparing the business for future growth
last year, I am pleased with the Group's strategic progress in the first half.
We are fully operational in our new purpose built warehouse and have continued
to improve our customer proposition, while expanding product range into other
rooms within the home and taking significant market share gains in a subdued
trading backdrop.

 

"I am very excited about the upcoming re-invention of MFI, allowing us to tap
in to more of the £20bn UK Homewares market. Our dedicated and ambitious
team, decades of e-commerce knowledge and best-in-class proprietary software,
together with the recognisable MFI brand, will help to deliver our strategic
ambition over the medium-term.

 

"Victorian Plumbing has always taken an opportunistic and entrepreneurial
approach; alongside this we have built a business that invests in the future,
has solid financial foundations and is committed to delivering long-term value
to all shareholders, as epitomised by our enhanced capital allocation policy
and increased interim dividend."

 

Analyst and investor webinar

A webinar for sell-side analysts and investors will be held today, 14 May
2025, at 09.30am BST. If you wish to join the webinar, please contact FTI
Consulting via: VictorianPlumbing@fticonsulting.com
(mailto:VictorianPlumbing@fticonsulting.com) .

For further information please contact:

 Victorian Plumbing Group plc                           via FTI Consulting

 Mark Radcliffe, Chief Executive Officer                +44 20 3727 1000

 Daniel Barton, Chief Financial Officer

 FTI Consulting (Financial PR)                          +44 20 3727 1000

 Alex Beagley, Harriet Jackson, Amy Goldup, Lia Bevan   VictorianPlumbing@fticonsulting.com

                                                      (mailto:VictorianPlumbing@fticonsulting.com)

 Houlihan Lokey UK Limited (Nominated Adviser)          +44 20 7839 3355

 Sam Fuller, Tim Richardson

 Barclays Bank PLC (Joint Broker)                       +44 20 7623 2323

 Nicola Tennent, Stuart Muress

 Canaccord Genuity Limited (Joint Broker)               +44 20 7597 5970

 Bobbie Hilliam, Elizabeth Halley Stott

 

 

 

About Victorian Plumbing

Victorian Plumbing is the UK's leading bathroom retailer, offering
an unrivalled high-quality product range and excellent stock availability to
B2C and trade customers.

Victorian Plumbing offers its customers a one-stop shop solution for the
entire bathroom with own and third party brands across a wide spectrum of
price points. Victorian Plumbing product design and supply chain strengths
are complemented by its creative and brand-focused marketing strategy to drive
significant and growing traffic to its platforms.

Headquartered in the North West, Victorian Plumbing employs staff across
several locations in the UK.

Cautionary statement

This announcement of half year results does not constitute or form part of and
should not be construed as an invitation to underwrite, subscribe for, or
otherwise acquire or dispose of any Victorian Plumbing Group plc (the
"Company") shares or other securities in any jurisdiction nor is it an
inducement to enter into investment activity nor should it form the basis of
or be relied on in connection with any contract or commitment or investment
decision whatsoever. It does not constitute a recommendation regarding any
securities. Past performance, including the price at which the Company's
securities have been bought or sold in the past, is no guide to future
performance and persons needing advice should consult an independent financial
advisor. This announcement may include statements that are, or may be deemed
to be, "forward-looking statements" (including words such as "believe",
"expect", "estimate", "intend", "anticipate" and words of similar meaning). By
their nature, forward-looking statements involve risk and uncertainty since
they relate to future events and circumstances, and actual results may, and
often do, differ materially from any forward-looking statements. Any
forward-looking statements in this announcement reflect management's view with
respect to future events as at the date of this announcement. Save as required
by applicable law, the Company undertakes no obligation to publicly revise any
forward-looking statements in this announcement, whether following any change
in its expectations or to reflect events or circumstances after the date of
this announcement.

Summary of performance

 

                                   Units  H1 2025  H1 2024  Change
 Income statement
 Revenue                           £m     152.7    144.6    6%
 Gross profit                      £m     76.6     72.3     6%
 Gross profit margin               %      50%      50%      0%pt
 Adjusted EBITDA                   £m     15.2     13.2     15%
 Adjusted EBITDA margin            %      10%      9%       1%pt
 Profit before tax                 £m     5.4      5.9      (8%)
 Adjusted PBT                      £m     11.8     11.5     3%
 Adjusted PBT margin               %      8%       8%       0%pt

 Earnings per share
 Adjusted diluted EPS              pence  2.8      2.7      4%
 Statutory diluted EPS             pence  1.8      1.4      29%
 Interim dividend per share        pence  0.70     0.52     35%

 Cash flow
 Free cash flow                    £m     12.9     8.6      50%
 Operating cash conversion         %      88%      65%      23%pts
 Cash and cash equivalents         £m     10.9     36.1     (70%)

 Key performance indicators
 Total orders                      '000   542      494      10%
 Active customers((15))            '000   389      357      9%
 Average order value               £      282      293      (4%)
 Average Trustpilot score((16))    / 5.0  4.3      4.6      N/A
 Marketing spend / revenue         %      29%      30%      (1%pt)
 Online marketing spend / revenue  %      25%      27%      (2%pts)
 Brand marketing spend / revenue   %      4%       3%       1%pt
 Trade revenue / revenue           %      24%      22%      2%pts
 Own brand / revenue               %      81%      79%      2%pts

 

 

 

(1)        Mintel, Bathrooms & Bathrooms Accessories UK, 2024.

(2)        Gross profit is defined as revenue less cost of sales. Cost
of sales includes all direct costs incurred in purchasing products for resale
along with packaging, distribution and transaction costs (which include mark
to market movements on forward currency contractual arrangements in line with
the Group's treasury policy).

(3)        Gross profit margin is defined as gross profit as a
percentage of revenue.

(4)        Adjusted earnings before interest, tax, depreciation and
amortisation ("EBITDA") is defined as operating profit before depreciation,
amortisation, exceptional items and IFRS 2 share-based payments (including
associated National Insurance ("NI")).

(5)        Adjusted EBITDA margin is defined as adjusted EBITDA as a
percentage of revenue.

(6)        Adjusted profit before tax ("PBT") is defined as adjusted
EBITDA less finance costs/(income), depreciation and amortisation.

(7)        Adjusted PBT margin is defined as adjusted PBT as a
percentage of revenue.

(8)        Operating cash conversion is free cash flow as a percentage
of adjusted EBITDA from continuing operations.

(9)        Free cash flow is cash generated from operating activities
before cashflows from discontinued operations, exceptional items and taxation,
less routine capital expenditure and cash flows relating to routine leases.

(10)      Adjusted diluted earnings per share ("EPS") is defined as total
adjusted profit after tax for the period divided by the total issued share
capital. Total adjusted profit after tax for the period is defined as profit
for the period from continuing operations before exceptional items and IFRS 2
share-based payments and after adjusting for the tax impact of those items.

(11)      Total orders is defined as the total number of orders
dispatched to customers in the period.

(12)      AOV is defined as revenue divided by total orders in the
period.

(13)      Victorian Plumbing prompted brand tracking - February 2025 vs
February 2024.

(14)      Mintel, Furniture Retailing UK, 2024.

(15)      Active customers are the number of unique customers who placed
an order in the period.

(16)      The average Trustpilot score is defined as the monthly average
of all scores on Trustpilot.

(17)      Euromonitor International (2022) State of the Industry
Presentation.

(18)      ONS Retail Sales Index.

(19)      Google Analytics GA4 - H1 2025 vs H1 2024.

 

CEO Statement

Overview

The Group has continued to perform ahead of the wider RMI market. The
consumer, whether directly or via the trade channel, increasingly chooses
Victorian Plumbing as the number one bathroom retailer because of our fair
pricing, unrivalled high-quality product range and excellent stock
availability across bathroom, which now includes a full tile offering.

Summary of operating performance

Revenue for the period outperformed the wider RMI market, growing by 6% to
£152.7m (H1 2024: £144.6m) reflecting an increase in total orders of 10% and
a reduction in AOV of 4%. Adjusted EBITDA increased by 15% to £15.2m (H1
2024: £13.2m) and adjusted EBITDA margin increased to 10% (H1 2024: 9%).

Revenue grew, against a tough comparator, by 3% in Q1. Trading in Q1 was
softened by our cautious approach to marketing as we sought to successfully
bed in our new warehouse infrastructure without disrupting the customer
experience. Orders grew by 9% and AOV reduced by 6%, driven, in part, by one
month of trading Victoria Plum before it was discontinued in November 2024.

Revenue grew by 9% in Q2, following completion of the warehouse transformation
in December 2024. Orders grew by 11% and AOV declined by 1%, driven by an
improved customer proposition.

The switch to higher margin own brand product over recent years has slowed
during the period, with own brand sales of 81%, which is in line with the
second half of the last financial year.

Online marketing spend as a percentage of revenue decreased from 26.7% in H1
2024 to 25.3% in H1 2025, with brand marketing spend increasing from 2.8% to
3.5% in the same period, resulting in overall marketing spend decreasing from
29.5% in H1 2024 to 28.8% in H1 2025.

The investment in brand reflects the creation of new marketing content
designed to drive profitable growth following the discontinuation of Victoria
Plum in November 2024, and to capitalise on the increased capacity unlocked by
the finalisation of our warehouse transformation programme in December 2024.

This performance proves the resilience of our business model and our
competitive advantage irrespective of consumer sentiment, underpinning our
confidence in delivering short, medium and long-term profitable growth.

Our strategic focus

We continue to leverage our market and brand position, as well as our strong
balance sheet, to deliver on our clear strategic objectives, which focus on
three growth horizons: core B2C, expansion categories (including homewares)
and trade.

Our core market is retailing bathroom products and accessories to UK
consumers through our market leading online platform. Consumers are continuing
to shift online to purchase bathroom products and accessories and there is
still a way to go before this transition reaches maturity. We are particularly
well placed to continue to gain further market share in the short-term through
these structural tailwinds and by taking share from traditional physical
retailers, omnichannel players and other online competitors.

We continue to improve the customer buying journey, with the launch of
'product detail pages' that better showcase the different options and
specifications available to purchase within a selected range, and the search
functionality has been developed to incorporate the latest advances in AI.

We have also extended our next day delivery cut-off time, stepping up from
midday to 3pm in January and then again to 4pm in March. Further improvement
requires partnership with our distribution suppliers and this remains an aim
in the medium-term.

Our second growth horizon focuses on expansion categories. Given our solid
position in the bathroom product and accessories market, we have an exciting
opportunity to continue to expand our reach into areas such as tiles &
décor. Having overcome space constraints, we were very pleased to see our
tiles & décor revenue increase by 36% to £7.6m (H1 2024: £5.6m) and we
introduced free tile sample delivery in February 2025, which has been well
received by customers.

We are excited to reveal our re-invention of the MFI brand, which will
formally launch in H1 FY26. The MFI brand and domain was initially obtained in
May 2024 as part of the acquisition of AHK Designs Limited trading as Victoria
Plum ("Victoria Plum"), in line with our capital allocation approach for
opportunistic M&A, and will enable us to scale-up our presence in the
broader UK Homewares market. MFI will operate from two warehouses vacated by
Victorian Plumbing in Skelmersdale, Lancashire. MFI is run by a dedicated and
experienced management team and will leverage the existing infrastructure and
central services of the wider Group.

Finally, our third growth horizon focuses on the B2B opportunity to retail
bathroom products and accessories to trade customers. Trade revenue grew by
12% to £36.1m (H1 2024: £32.3m), representing 24% (H1 2024: 22%) of our
total revenue, compared with an estimated 50:50 split across the wider
market((17)). The Victorian Plumbing brand has historically been consumer
focused and so, whilst we primarily target smaller independent traders, we
believe we can make meaningful market share gains in this area. This involves
broadening our marketing approach, including via targeted radio advertising,
expanding the range of relevant products we offer to trade customers, and by
continually improving our platforms so that they are more tailored to suit
trade customers' needs. The introduction of dedicated third party trade credit
options during the period further strengthens our proposition in this regard,
and means we are well placed to attract new trade customers and drive further
revenue growth.

Strengthening our competitive position

We are the UK's largest bathroom retailer and we have continued to
strengthen our competitive moat by improving the customer journey through
innovative technology improvement and category expansion.

Our investment in marketing continues to enhance brand awareness and supports
customer acquisition, as consumers continue to respond positively to the bold
and distinctive Victorian Plumbing brand. We have entered the third year of
our three-year partnership with Bolton Wanderers Football Club as their title
and front of shirt sponsor. We also partnered with the World Snooker Tour as
the headline sponsor of the Victorian Plumbing UK Championship 2024, part of
snooker's Triple Crown Series, that aired live on the BBC in November 2024
and attracted over 14 million viewers.

Our new 'Peter Crouch - Boss Your Bathroom' TV advert aired in January 2025
and has driven more engagement with our website. Lastly, we have signed an
exciting players' kit sponsorship deal at the upcoming Wimbledon Championship
in July 2025, which provides visibility at a sporting event alongside premium
brands where ad space is highly coveted.

Our creative offline content is complemented by our investment in increasingly
targeted digital performance-based marketing. This dynamic marketing strategy,
together with our bold marketing campaign, 'Boss Your Bathroom', has further
improved our strong brand awareness score of 72% (H1 2024: 59%).

As an online retailer, we continue to benefit from the ongoing structural
shift in consumer buying behaviour from offline to online. Online sales
represented c.27% of total retail sales in 2024((18)), and we expect our
addressable market to grow even further in the coming years.

A one-stop shop for bathroom products and accessories

Offering customers a wide selection of products across a variety of price
points ensures that we are the true one-stop solution for any bathroom-related
purchase. We have increased the number of available products to more than
36,000 from over 150 brands, ensuring there is something available, affordable
and suitable for everyone.

The relationships that we have developed over time with well-known third party
brands enable us to complement our own brand offerings, which are exclusively
available on Victorian Plumbing platforms. We have developed over 25 own
brands using our in-house product development team, and these are increasingly
popular with customers. In the period, 81% of revenue generated came from own
brand products (H1 2024: 79%), including Stonehouse Studio, our in-house tile
range. This unique own brand proposition alongside established third party
brands, helps to ensure that profitability is maintained, irrespective of
wider market conditions, and is testament to the resilience of the business
model.

Agile supply chain

Despite the well-documented increasing geopolitical tension, we have observed
no material change in shipping costs. The recent improvement in the strength
of GBP to USD, if maintained, bodes well but there remains a significant level
of unpredictability in financial markets. We have not seen any improvement to
gate prices from China but will continue to work with our suppliers to
maximise financial performance.

Regardless of the macroeconomic conditions, by leveraging the positive working
relationships we have with our shipping partners, as well as those built with
our long-standing global suppliers, we have avoided supply chain disruption -
also evidencing the benefit of scale we have achieved in recent years.

Throughout the expansion of our categories, we also work closely with tile and
décor manufacturers, many of whom are based in Southern Europe and have
worked to ensure margins are closely aligned with the existing Group margin.

Seamless customer journey

We are proud that we continue to be rated 'Excellent' by Trustpilot and whilst
our score temporarily reduced to 4.3 out of 5.0 in the period (H1 2024: 4.6)
we have seen recent positive momentum to finish April at 4.4 now that we have
smoothed out some teething issues in our new warehouse infrastructure.

We received a record number of reviews via Trustpilot during the period and
are now close to 400,000 in total, the highest of any specialist bathroom
retailer on the site. The 'Excellent' rating we have across this volume of
reviews is testament to the work that our colleagues do, whether improving the
buying experience for our customers, the speed and efficiency of delivery,
quality of product or the swift resolution of any customer questions.

Development of technology platform

Our growing Technology Development and Infrastructure teams work hard to
facilitate the continual development of our bespoke technology platforms to
ensure we remain best-in-class across online retail.

There has been significant work undertaken over the last 24 months to
completely re-platform the website to improve its functionality and
scalability. We have also introduced a newly designed structure to give
prominence to our expansion categories, enhanced our search functionality to
include AI features, and introduced other developments, such as improved
courier software to augment the customer experience. These strategic
developments have supported a stabilisation in user conversion from 3.7ppt in
H1 2024 to 3.7ppt in H1 2025((19)).

The Victorian Plumbing app was initially soft released in October 2023 and
enabled our customers to browse and purchase products more efficiently. A
successful full launch, completed in summer 2024, developed functionality
further and drove more customers to use the app, with c.2% (H1 2024: <1%)
of Group revenue currently generated through the app.

In addition, the Technology Development team successfully enhanced our
existing warehouse management system alongside the larger project to transform
warehouse operations. By performing this work in-house, we can better control
costs, improve quality, and provide more certainty over the benefits that the
improved technology brings.

The MFI website and supporting systems are being developed by our in-house
team, taking advantage of the knowledge and expertise developed at Victorian
Plumbing.

Acquisition and subsequent closure of Victoria Plum

Victoria Plum was acquired by Victorian Plumbing from existing cash reserves
for £22.2m on 17 May 2024. The acquisition contributed £14.7m of revenue and
incurred an adjusted EBITDA loss of £2.2m during the four and a half month
period to the end of the financial year ended 30 September 2024.

As previously announced, we took the decision in August 2024 to close Victoria
Plum and its operations in Doncaster. This resulted in the website traffic
being redirected to Victorian Plumbing from November 2024, with all remaining
inventory transferred from the exited Doncaster site by 31 January 2025.
Victoria Plum contributed £3.9m of revenue and an adjusted EBITDA profit of
£0.6m during the period.

The acquisition and subsequent closure of Victoria Plum, inter alia, finally
absorbed a competitor which had been both confusing to our customers and a
drag on the Victorian Plumbing reputation. This has strategic benefits for the
Group and has enabled it to invest in brand marketing with confidence for a
greater return.

The MFI brand and domain were obtained as part of the acquisition of Victoria
Plum.

New distribution centre

We achieved legal completion on the 20-year lease of our new 544,000 square
feet distribution centre ("DC") on 4 October 2023 and became fully operational
in our new warehouse infrastructure, as planned and within budget, by the end
of December 2024.

Re-invented MFI brand facilitates launch into UK Homewares market in H1 FY26

In continuing with our strategy, we are planning to launch a re-invented MFI
homewares e-commerce business in the UK in H1 FY26 having obtained the brand
and three letter domain name as part of the Victoria Plum acquisition in May
2024. This planned strategic investment is in line with our capital allocation
policy and will use the platform provided by our proprietary software,
e-commerce knowledge and supply chain logistics, to enable the wider Group to
penetrate further into the £20bn UK Homewares market which is over 12 times
bigger than the UK Bathroom market alone. The new and improved product range
fits with Victorian Plumbing's existing customer base.

Entrepreneurial approach

Our entrepreneurial approach and our desire to trial new concepts, such as
expanding into tiles & décor, has played a key part in the success of the
business to date. We continue to be entrepreneurial, as evidenced in our
re-invention and launch of MFI, knowing that this gives us a competitive edge,
whilst maintaining robust and appropriate monitoring and reporting
procedures.

ESG

Taking responsibility is one of our core values, and we are clear that every
one of us has a role to play in making a positive difference to the
environment and the communities in which we operate. Our ESG strategy is
centred around three focus areas: environmental sustainability, diversity and
inclusion, and governance and ethics.

We support our chosen charity, Liverpool Zoe's Place, which supports babies
and young children who have complex illnesses or disabilities that are
terminal or life limiting from birth to age five.

Our electricity contracts remain 100% renewable, and we continue to work with
suppliers to reduce the levels of plastic packaging on our products. We have
installed photovoltaic panels on the new DC to ensure we are maximising the
renewable energy source opportunities available to us.

Our people

As a Board, we continue to be impressed by the commitment and capability of
our people; collectively, their innovation and hard work have been the driving
force behind the growth and success experienced by the Group over recent
years. We are proud of the values-led, principles-driven culture that is
deep-rooted throughout the Group, and it is this culture that underpins our
ability to adapt and respond positively to challenges.

Current trading and outlook for Full Year 2025

 ·             Momentum in Q2 further improved in April with double digit revenue growth
               during the month.
 ·             Looking forward, the rate of growth in revenue is expected to reduce from
               mid-May as the Group laps the acquisition of Victoria Plum, such that revenue
               growth is expected to be between 4% and 6% by the end of the financial year.
 ·             The benefits of the strategic progress made in the period, together with the
               efficient marketing spend environment that we are now operating in, supports
               our confidence in delivering full year adjusted EBITDA (excluding MFI) in line
               with current market expectations.
 ·             Taking into account the MFI set-up and launch costs, full year adjusted PBT is
               expected to be between £21m and £22m.

 

 FY25 expectation  Victorian Plumbing (including Victoria Plum)

                   £m                                            MFI   Group

                                                                 £m    £m
 Revenue           308 - 313                                     -     308 - 313
 Adjusted EBITDA   33 - 34                                       (2)   31 - 32
 Adjusted PBT      24 - 25                                       (3)   21 - 22

 

 

Outlook for the medium-term

For the three-year period to September 2028, assuming no improvement in the
consumer backdrop in RMI or change in the competitive landscape, the Board
anticipates that Victorian Plumbing (excluding MFI) will continue to take
market share, with revenue growth year-on-year in the mid-single digits.

Adjusted EBITDA margin for Victorian Plumbing (excluding MFI) is expected to
improve from the end of FY25 as efficiencies are realised in our new
infrastructure, though this is tempered by a continuation of above
inflationary people cost dynamics and the introduction of Extended Producer
Responsibility levies from the Environment Agency (the latter expected to be
c.£1.5m per annum).

 

Forecasting MFI at this stage, without any history, is challenging. As an
entrepreneurial business we will react and adapt over time. Notwithstanding
this, our current expectation is for MFI to incur the same overall loss in
FY26 as expected in FY25. Additional guidance will be provided following the
MFI consumer launch in H1 FY26.

Financial review

Introduction

The performance of the Group continued to be strong through H1 2025 with
ongoing momentum in revenue, profit and cash generation.

                                              H1 2025  H1 2024  Change

                                              £m       £m       %
 Revenue                                      152.7    144.6    6%
 Cost of sales                                (76.1)   (72.3)   (5%)
 Gross profit                                 76.6     72.3     6%
 Gross profit margin (%)                      50%      50%      0ppt
 Underlying costs                             (61.4)   (59.1)   (4%)
 Adjusted EBITDA                              15.2     13.2     15%
 Adjusted EBITDA margin (%)                   10%      9%       1%pt
 Depreciation and amortisation                 (2.7)    (2.3)   (17%)
 Share-based payments                          (1.0)    (1.6)   38%
 Exceptional items                             (4.7)    (2.3)   (104%)
 Operating profit                             6.8      7.0      (3%)
 Net finance costs           (1.4)                     (1.1)    (27%)
 Profit before tax           5.4                       5.9      (8%)
 Adjusted profit before tax  11.8                      11.5     3%

 

Revenue

Revenue increased from £144.6m to £152.7m during H1 2025. Order volume grew
by 10% to 542,000 (H1 2024: 494,000) and AOV declined by 4% to £282 (H1 2024:
£293).

Order growth reflects continued market share gain, driven by the acquisition
of Victoria Plum in May 2024 and our unrelenting approach to online marketing,
as well as improved brand awareness. The average number of items per basket
increased period-on-period to 3.3 (H1 2024: 3.1), driven by growth in our
trade channel.

The reduction in AOV is a continuation of the trend experienced in recent
years as customers continue to shift away from more expensive third party
brands to our own brand product range, which carries a higher margin, albeit
the rate of this shift slowed during the period. The split between own brand
vs. third party brands in revenue was 81% vs. 19% (H1 2024: 79% vs. 21%).
Importantly, and in contrast to the competition who operate more expensive
business models, the Group has not passed on any price increases during the
period as it looks to support the consumer during a difficult and uncertain
period and to ensure our pricing remains competitive.

Trade revenue, driven by higher order volumes, grew by 12% to £36.1m (H1
2024: £32.3m) and now represents 24% of total revenue (H1 2024: 22%).
Consumer revenue increased by 4% to £116.6m (H1 2024: £112.3m) and
represents 76% of total revenue (H1 2024: 78%), driven by order growth
following the acquisition of Victoria Plum.

Revenue continued to grow at pace in our expansion categories. Tiles &
décor revenue grew by 36% to £7.6m (H1 2024: £5.6m), delivering a slightly
reduced gross margin when compared with the wider core bathroom range.

Gross profit

We define gross profit as revenue less cost of sales. Cost of sales includes
all direct costs incurred in purchasing products for resale along with
packaging, distribution, and transaction costs (which include mark to market
movements on forward currency contractual arrangements in line with our
treasury policy).

Cost of sales increased by 5% to £76.1m (H1 2024: £72.3m). Gross profit
margin remained stable at 50% (H1 2024: 50%), with gross profit for the period
increasing by 6% to £76.6m (H1 2024: £72.3m). Gross margin from own brand
products reduced slightly to 54% (H1 2024: 55%), and gross margin from third
party products increased to 33% (H1 2024: 31%).

We are proud to partner with some of the industry's leading names which,
alongside our own brand offering, allows us to provide consumers with a wide
range of price points. This dynamic is a compelling component of our unique
ungeared operating model, protecting shareholder return and building the
foundation for future growth.

Underlying costs

Underlying costs, which we define as administrative expenses before
depreciation and amortisation, exceptional items and share-based payments,
increased by 4% to £61.4m (H1 2024: £59.1m).

                                                H1 2025  H1 2024  Change

                                                £m       £m       %
 Marketing costs                                43.9     42.6     (3%)
 People costs (excluding share-based payments)  12.5     10.5     (19%)
 Property and other overhead costs              5.0      6.0      17%
 Underlying costs                               61.4     59.1     (4%)

 

Growing our brand awareness and increasing traffic to our site remains a focus
for the Group. Total marketing costs increased by 3% to £43.9m (H1 2024:
£42.6m) and represented 28.8% (H1 2024: 29.5%) of total revenue. Online
marketing costs held flat during the period at £38.6m representing 25.3% (H1
2024: 26.7%) of total revenue. Investment in brand spend, including our title
sponsorship of the UK Snooker Championship and TV and outdoor advertising,
increased to £5.3m (H1 2024: £4.0m) representing 3.5% (H1 2024: 2.8%) of
total revenue.

People costs, excluding share-based payments but including costs relating to
agency staff, increased 19% to £12.5m (H1 2024: £10.5m). This increase
relates to continued inflationary pressure from increases to the National
Living Wage in a tight labour market felt, in particular, in our Warehouse and
Customer Services teams, together with investments in certain other areas such
as our dedicated Trade team. Overall FTE increased 7% to 710 (H1 2024: 665) as
we transitioned to our new warehouse infrastructure.

Property and other overhead costs reduced 17% to £5.0m (H1 2024: £6.0m) as
we exited expensive third party leases.

Profit

Operating profit to adjusted EBITDA

Operating costs, comprising administrative expenses, are managed on a Group
basis. The Executive Leadership Team ("ELT") measures the overall performance
of the Group by reference to adjusted EBITDA, a non-GAAP measure. This
adjusted profit measure is applied by the ELT to understand earnings trends
and is considered an additional, useful measure under which to assess its true
operating performance.

 

                                                               H1 2025  H1 2024  Change

                                                               £m       £m       %
 Operating profit                                              6.8      7.0      (3%)
 Amortisation of intangible assets                             1.0      1.3      23%
 Depreciation of property, plant and equipment                 0.5      0.3      (67%)
 Depreciation of right-of-use assets                           1.7      0.4      (325%)
 Depreciation capitalised during the fit-out of the DC         (0.5)    -        N/A
 Share-based payments (including associated NI)                1.0      1.6      38%
                                                               10.5     10.6     (1%)
 Double running and non-recurring administrative expenses      2.1      2.6      19%
 Closure costs: Victoria Plum                                  2.4      -        N/A
 Professional fees associated with business combinations       0.2      -        N/A
 Adjusted EBITDA                                               15.2     13.2     15%

 

Adjusted EBITDA increased by 15% to £15.2m (H1 2024: £13.2m) and adjusted
EBITDA margin increased by 1%pt to 10% (H1 2024: 9%).

Adjusted EBITDA to adjusted PBT

The ELT also measures the overall performance of the Group by reference to
adjusted PBT, a non-GAAP measure. This adjusted profit measure is applied by
the ELT as an alternative profitability measure, which incorporates the impact
of capital investment and the financing structure of the Group.

 

                                                            H1 2025  H1 2024  Change

                                                            £m       £m       %
 Adjusted EBITDA                                            15.2     13.2     15%
 Amortisation of intangible assets                          (1.0)    (1.3)    23%
 Depreciation of property, plant and equipment              (0.5)    (0.3)    (67%)
 Depreciation of right-of-use asset                         (1.7)    (0.4)    (325%)
 Depreciation capitalised during the fit-out of the DC      0.5      -        N/A
 Finance income                                             0.3      0.5      (67%)
 Finance costs                                              (1.7)    (1.6)    (6%)
 Double running finance costs                               0.7      1.4      50%
 Adjusted PBT                                               11.8     11.5     3%

 

Adjusted PBT increased by 3% to £11.8m (H1 2024: £11.5m) and adjusted PBT
margin held at 8% (H1 2024: 8%).

Exceptional items

                                                                      H1 2025  H1 2024  Change

                                                                      £m       £m       %
 Warehouse transformation costs:

 -     Double running and non-recurring administrative expenses       2.1      2.6      19%

 Closure costs: Victoria Plum                                         2.4      -        N/A
 Professional fees associated with business combinations              0.2      -        N/A
 Exceptional items recognised within administrative expenses          4.7      2.6      (81%)
 Double running finance costs                                         0.7      1.4      50%
 Exceptional items recognised within finance costs                    0.7      1.4      50%
 Total exceptional items                                              5.4      4.0      (35%)

 

On 4 October 2023, the Group entered into a 20-year lease agreement for the
new warehouse and commenced a period of fit-out, which by the end of December
2024 was substantially complete. In accordance with IFRS 16, a lease liability
of £41.7m has been recognised, with a corresponding right-of-use asset
recognised in non-current assets during the prior financial year.

For the duration of the fit-out, the new warehouse was not generating economic
benefit for the Group. Therefore, operating expenditure incurred during the
fit-out period, together with non-recurring transformation costs such as
associated legal and professional fees, totalling £2.1m (H1 2024: £2.6m) has
been recognised as 'warehouse transformation costs' in the consolidated
statement of comprehensive income. During H1 2025, associated exceptional cash
outflows of £1.4m (H1 2024: £1.2m) have been incurred and recognised in the
consolidated statement of cash flows.

The imputed interest recognised against IFRS 16 lease liabilities for property
considered to be non-underlying during the fit-out period have been recognised
as 'double running finance costs'. Associated cash outflows of £0.5m have
been expended for double running finance costs during the period (H1 2024:
£1.6m).

Closure of Victoria Plum

On 17 May 2024, Victorian Plumbing Ltd, a subsidiary, acquired 100% of the
share capital of Victoria Plum and, in August 2024, the decision was taken by
the Group to cease trading Victoria Plum. The Victoria Plum website was
redirected to Victorian Plumbing from November 2024. This closure activity
meets the definition of a discontinued operation under IFRS 5 Non-current
assets held for sale and discontinued operations. As such, the associated cash
flows of Victoria Plum in the period have been recognised as a cash outflow
from discontinued operations.

 

                                                                                 H1 2025  H1 2024

                                                                                 £m       £m
 Cash flows from operating activities
 Cash outflow from exceptional items: warehouse transformation costs             (1.4)    (1.2)
 Cash outflow from discontinued operations                                       (7.7)    -
 Cash flows from investing activities
 Purchase of intangible assets: exceptional items                                -        (0.2)
 Purchase of property, plant and equipment: exceptional items                    (0.6)    (12.2)
 Cash flows from financing activities
 Payment of interest portion of lease liabilities: double running finance costs  (0.5)    (1.4)
 Payment of principal portion of lease liabilities                               -        (0.2)
 Cash flows from exceptional items                                               (10.2)   (15.2)

 

Share-based payments

The Group incurred share-based payment charges (including associated NI) of
£1.0m (H1 2024: £1.6m). Share-based payment charges for the period include
£0.5m (H1 2024: £0.8m) for schemes relating to the Group's IPO in June 2021,
along with £0.4m (H1 2024: £0.6m) for ongoing schemes put in place post IPO.

Depreciation and amortisation

The Group continues to invest in its platform and the development of bespoke
in-house systems, with £1.9m of intangible assets capitalised during the
period (H1 2024: £2.0m). Depreciation and amortisation increased by £0.4m to
£2.7m (H1 2024: £2.3m). Depreciation of right-of-use assets included in
exceptional items as 'double running' in H1 2025 was £nil (H1 2024: £0.3m).

Finance income / costs

Finance income of £0.3m during the period compares to a finance income of
£0.5m in H1 2024 due to, inter alia, cash being placed on deposit to take
advantage of recent high interest rates. Finance costs included in exceptional
items as 'double running' in H1 2025 were £0.7m (H1 2024: £1.4m).

Taxation

The Group tax charge of £1.3m (H1 2024: £1.4m) represents an effective tax
rate of 24% (H1 2024: 24%).

Earnings per share

Diluted EPS from continuing operations was 1.8 pence (H1 2024: 1.4 pence).
Adjusted diluted EPS grew by 4% to 2.8 pence (H1 2024: 2.7 pence).

Cash flow and net cash

The Group continues to achieve strong cash generation with an increase in free
cash flow of 50% to £12.9m (H1 2024: £8.6m), resulting in robust operating
cash conversion of 88% (H1 2024: 65%).

 Continuing operations                                             H1 2025  H1 2024

                                                                   £m       £m
 Adjusted EBITDA                                                   14.6     13.2
 Movement in working capital                                       3.6      (0.6)
 Repayment of lease liabilities (excluding non-underlying leases)  (1.3)    (0.5)
 Capital expenditure (excluding exceptionals)                      (2.4)    (2.0)
 VAT not yet recovered on exceptionals                             (1.6)    1.0
 Non-underlying movements in working capital                       -        (2.5)
 Free cash flow                                                    12.9     8.6
 Operating cash conversion                                         88%      65%

 

Underlying changes in working capital resulted in a cash inflow of £3.6m (H1
2024: outflow of £0.6m). This movement is reflective of the short-term timing
differences in receiving cash from our third party merchant services provider
over Easter bank holidays.

Capital expenditure of £2.4m (H1 2024: £2.0m) included £1.7m (H1 2024:
£1.7m) of capitalised salaries relating to development of the Group's
platform and bespoke inventory management systems.

At the end of the period, the Group had net cash (excluding IFRS 16 related
liabilities) of £10.9m (H1 2024: £36.1m; FY 2024 £11.2m) demonstrating the
robustness of our balance sheet.

On 18 December 2024, the Group entered into a new three-year revolving credit
facility ("RCF") with HSBC, replacing the £10m RCF which was due to expire in
December 2025. The new RCF has total commitments of £30m. The Group has
provided cross-guarantee by way of a debenture dated 7 June 2021 as security
for the facility. The RCF remains undrawn at the date of this report.

Dividend

Victorian Plumbing has a robust balance sheet, generates significant operating
cashflows and the underlying priority is to reinvest into the business and
drive further profitable growth. Recognising that most growth opportunities do
not require significant capital and reflecting confidence in the Group's
ongoing strength, future growth prospects and cash generation, Victorian
Plumbing has updated its capital allocation policy with the aim of maintaining
a dividend cover ratio of 2.25x - 3.00x (previously 3.00x - 3.50x). The policy
includes the consideration that the Board may from time to time conclude that
it has surplus cash, at which point it will consider further returns to
shareholders.

The Board has declared an interim dividend of 0.70 pence per share (H1 2024:
0.52 pence per share), which represents a total cash distribution to
shareholders of £2.3m (H1 2024: £1.7m). The dividend will be paid on 15
August 2025 to shareholders on the register of members at the close of
business on 18 July 2025.

 

 Mark Radcliffe           Daniel Barton
 Chief Executive Officer  Chief Financial Officer
 14 May 2025              14 May 2025

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 31 MARCH 2025

 

                                     Note                                       Six months           Six months           Year to 30 September 2024

                                           Victorian Plumbing   Victoria Plum    to 31 March 2025     to 31 March 2024    £m

                                           £m                   £m              £m                   £m
 Revenue                                   148.8                3.9             152.7                144.6                295.7
 Cost of sales                             (73.7)               (2.4)           (76.1)               (72.3)               (147.9)
 Gross profit                              75.1                 1.5             76.6                 72.3                 147.8
 Administrative expenses             4     (66.5)               (3.3)           (69.8)               (65.3)               (135.8)
 Impairment of assets                      -                    -               -                    -                    (0.8)
 Operating profit / (loss)                 8.6                  (1.8)           6.8                  7.0                  11.2
 Finance income                            0.3                  -               0.3                  0.5                  1.0
 Finance costs                             (1.7)                -               (1.7)                (1.6)                (3.2)
 Profit / (loss) before tax                7.2                  (1.8)           5.4                  5.9                  9.0
 Income tax expense                  6     (1.3)                -               (1.3)                (1.4)                (3.5)
 Profit / (loss) for the period            5.9                  (1.8)           4.1                  4.5                  5.5

 Basic earnings per share (pence)    8                                          1.9                  1.5                  1.8
 Diluted earnings per share (pence)  8                                          1.8                  1.4                  1.7

 

During the period, the operations of Victoria Plum were discontinued in
accordance with IFRS 5 Non-current assets held for sale and discontinued
operations.

There are no items to be recognised in the statement of other comprehensive
income and hence the Group has not presented a separate statement of other
comprehensive income.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

                                                   Note  Six months to 31 March 2025  Six months to 31 March 2024  Year to 30 September 2024

                                                         £m                           £m                           £m
 Assets
 Non-current assets
 Goodwill                                                18.8                         -                            18.8
 Intangible assets                                 9     5.3                          4.7                          4.7
 Property, plant and equipment                     10    27.7                         16.3                         27.8
 Right-of-use assets                               11    48.0                         48.5                         45.4
                                                         99.8                         69.5                         96.7
 Current assets
 Inventories                                             43.4                         33.2                         43.7
 Trade and other receivables                       12    8.8                          7.3                          6.9
 Corporation tax recoverable                             -                            0.4                          -
 Cash and cash equivalents                               10.9                         36.1                         11.2
                                                         63.1                         77.0                         61.8
 Total assets                                            162.9                        146.5                        158.5

 Equity and liabilities
 Equity attributable to the owners of the Company
 Share capital                                     16    0.3                          0.3                          0.3
 Share premium                                           11.2                         11.2                         11.2
 Capital redemption reserve                              0.1                          0.1                          0.1
 Capital reorganisation reserve                          (320.6)                      (320.6)                      (320.6)
 Retained earnings                                       362.7                        360.5                        361.3
 Total equity                                            53.7                         51.5                         52.3

 Liabilities
 Non-current liabilities
 Lease liabilities                                 14    47.3                         42.9                         43.0
 Derivative financial instruments                        -                            -                            0.5
 Deferred tax liability                                  2.8                          1.2                          1.9
 Provisions                                              1.9                          1.9                          2.8
                                                         52.0                         46.0                         48.2
 Current liabilities
 Trade and other payables                          13    46.5                         38.7                         44.2
 Contract liabilities                                    7.0                          7.0                          9.5
 Lease liabilities                                 14    2.9                          3.1                          3.1
 Provisions                                              0.2                          0.2                          1.0
 Corporation tax payable                                 0.6                          -                            0.2
                                                         57.2                         49.0                         58.0
 Total liabilities                                       109.2                        95.0                         106.2
 Total equity and liabilities                            162.9                        146.5                        158.5

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 31 MARCH 2025

 

                                                                                                                                                                                                                                                    Share capital  Share premium  Capital redemption reserve  Capital reorganisation reserve  Retained earnings  Total equity

                                                                                                                                                                                                                                                    £m             £m             £m                          £m                              £m                 £m
 Balance at 1 October                                                                                                                                                                                                                               0.3            11.2           0.1                         (320.6)                         357.8              48.8
 2023
 Comprehensive income
 Profit for the period                                                                                                                                                                                                                              -              -              -                           -                               4.5                4.5
 Transactions with owners
 Dividends paid                                                                                                                                                                                                                                     -              -              -                           -                               (3.1)              (3.1)
 Employee share schemes - value of employee services                                                                                                                                                                                                -              -              -                           -                               1.3                1.3
 Total transactions with owners recognised directly in equity                                                                                                                                                                                       -              -              -                           -                               (1.8)              (1.8)

 Balance at 31 March 2024                                                                                                                                                                                                                           0.3            11.2           0.1                         (320.6)                         360.5              51.5
 Comprehensive income
 Profit for the period                                                                                                                                                                                                                              -              -              -                           -                               1.0                1.0
 Transactions with owners
 Dividends paid                                                                                                                                                                                                                                     -              -              -                           -                               (1.7)              (1.7)
 Employee share schemes - value of employee services                                                                                                                                                                                                -              -              -                           -                               1.5                1.5
 Total transactions with owners recognised directly in equity                                                                                                                                                                                       -              -              -                           -                               (0.2)              (0.2)

 Balance at 30 September 2024                                                                                                                                                                                                                       0.3            11.2           0.1                         (320.6)                         361.3              52.3
 Comprehensive income
 Profit for the period                                                                                                                                                                                                                              -              -              -                           -                               4.1                4.1
 Transactions with owners
 Dividends paid                                                                                                                                                                                                                                     -              -              -                           -                               (3.6)              (3.6)
 Employee share schemes - value of employee services                                                                                                                                                                                                -              -              -                           -                               0.9                0.9
 Total transactions with owners recognised directly in equity                                                                                                                                                                                       -              -              -                           -                               (2.7)              (2.7)

 Balance at 31 March 2025                                                                                                                                                                                                                           0.3            11.2           0.1                         (320.6)                         362.7              53.7

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 31 MARCH 2025

 

                                                                    Note  Six months to 31 March 2025  Six months to 31 March 2024  Year to 30 September 2024

                                                                          £m                           £m                           £m
 Cash flows from operating activities
 Cash generated from operating activities before exceptional items  19    18.2                         12.6                         22.4
 Cash outflow from exceptional items                                      (1.4)                        (1.2)                        (3.3)
 Cash outflow from share-based payments                                   (0.1)                        (0.1)                        (0.2)
 Cash generated from operating activities                                 16.7                         11.3                         18.9
 Income tax paid                                                          (1.0)                        (2.5)                        (2.5)
 Interest received on cash deposits                                       0.3                          0.5                          1.0
 Cash outflow from discontinued operations                                (7.7)                        -                            -
 Net cash generated from operating activities                             8.3                          9.3                          17.4

 Cash flows from investing activities
 Purchase of intangible assets                                            (1.9)                        (2.0)                        (3.8)
 Purchase of property, plant and equipment                                (1.1)                        (12.4)                       (21.0)
 Acquisition of subsidiary - net of cash acquired                         -                            -                            (19.1)
 Net cash used in investing activities                                    (3.0)                        (14.4)                       (43.9)

 Cash flows from financing activities
 Dividends paid                                                           (3.6)                        (3.1)                        (4.8)
 Finance arrangement fees                                                 (0.2)                        -                            (0.1)
 Payment of interest portion of lease liabilities                         (1.3)                        (1.5)                        (3.0)
 Payment of principal portion of lease liabilities                        (0.5)                        (0.6)                        (0.8)
 Net cash used in financing activities                                    (5.6)                        (5.2)                        (8.7)

 Net decrease in cash and cash equivalents                                (0.3)                        (10.3)                       (35.2)
 Cash and cash equivalents at the beginning of the period                 11.2                         46.4                         46.4
 Cash and cash equivalents at the end of the period                       10.9                         36.1                         11.2

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  General information

Basis of preparation

Victorian Plumbing Group plc is a public limited company which is listed on
the Alternative Investment Market ("AIM") of the London Stock Exchange and is
domiciled and incorporated in the United Kingdom under the Companies Act 2006.
Its registered office is 1 Sustainability Way, Farington Moss, Leyland, United
Kingdom, PR26 6TB.

These condensed consolidated interim financial statements ("interim financial
statements") were approved by the Board for issue on 14 May 2025, and have
been prepared as at, and for the six months ended, 31 March 2025. The
comparative financial information presented has been prepared as at, and for
the six months ended, 31 March 2024.

These interim financial statements do not constitute statutory accounts within
the meaning of Section 434 of the Companies Act 2006. The interim financial
statements for the half year ended 31 March 2025 are neither audited nor
reviewed by the Company's auditors. The consolidated financial statements of
the Group as at, and for the year ended, 30 September 2024 are available on
request from the Company's registered office and via the Company's website.
The report of the auditors on those accounts was unqualified, did not contain
an emphasis of matter paragraph and did not contain any statement under
Section 498 of the Companies Act 2006.

These interim financial statements have been prepared in accordance with IAS
34 Interim Financial Reporting issued by the IASB and adopted for use in the
UK. They do not include all the information required for full annual financial
statements and should be read in conjunction with the consolidated financial
statements of the Group as at and for the year ended 30 September 2024, which
were prepared in accordance with International Financial Reporting Standards
(IFRSs) in conformity with the requirements of the Companies Act 2006.

Going concern

After making appropriate enquiries, the Directors have a reasonable
expectation that the Group has adequate resources, in light of the level of
cash generation, to continue in operational existence for at least twelve
months from the date of approval of the condensed consolidated interim
financial information. For this reason, they have adopted the going concern
basis in preparing this condensed consolidated interim financial information.

2.  Accounting policies, estimates and judgements

Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including the expectations of future events that
are believed to be reasonable under the circumstances.

 

In preparing these interim financial statements, the significant judgements
made by management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those that applied to the
consolidated financial statements for the year ended 30 September 2024, with
the addition of the application of IFRS 5 Assets held for sale and
discontinued operations in relation to Victoria Plum. Full disclosure of the
judgement will be included in the 30 September 2025 financial statements.

 

3.  Segmental information

IFRS 8 'Operating Segments' requires the Group to determine its operating
segments based on information which is provided internally. Based on the
internal reporting information and management structures within the Group, it
has been determined that there are two operating segments, Victorian Plumbing
and Victoria Plum, as the two entities are clearly and separately reported on
internally. There is also considered to be two reporting segments, Victorian
Plumbing and Victoria Plum. The results of each operating segment are shown in
the consolidated statement of comprehensive income.

During the period, the Victoria Plum operations were discontinued in
accordance with IFRS 5 Non-current assets held for sale and discontinued
operations.

Management has determined that there are two operating and reporting segments
based on the reports reviewed by the Executive Leadership Team ("ELT") which
is the chief operating decision-maker ("CODM"). The ELT is made up of the
Executive Directors and Key Management and is responsible for the strategic
decision-making of the Group.

Adjusted EBITDA

Operating costs, comprising administrative expenses, are managed on a Group
basis. The ELT measures the overall performance of the Operating Group by
reference to adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined
as EBITDA (earnings before interest, tax, depreciation and amortisation) less
exceptional items and IFRS 2 charges in respect of share-based payments along
with associated NI.

This adjusted profit measure is applied by the ELT to understand the earnings
trends of the Operating Group and is considered an additional, useful measure
under which to assess the true operating performance of the Operating Group.

The Directors believe that these items and adjusted measures of performance
should be separately disclosed in order to assist in the understanding of
financial performance achieved by the Operating Group and for consistency with
prior years.

                                                               Victorian Plumbing £m   Victoria Plum     £m       Six months to 31 March 2025        £m          Six months to 31 March 2024         £m           Year to 30 September 2024           £m

 Operating profit / (loss)                                     8.6                     (1.8)                      6.8                                            7.0                                              11.2
 Amortisation of intangible assets                             1.0                     -                          1.0                                            1.3                                              3.1
 Depreciation of property, plant and equipment                 0.5                     -                          0.5                                            0.3                                              0.5
 Depreciation of right-of-use assets                           1.7                     -                          1.7                                            0.4                                              3.3
 Depreciation capitalised during the fit-out of the DC         (0.5)                   -                          (0.5)                                          -                                                (2.2)
 Share-based payments (including associated NI)                1.0                     -                          1.0                                            1.6                                              3.1
                                                               12.3                    (1.8)                      10.5                                           10.6                                             19.0
 Double running and non-recurring administrative expenses      2.1                     -                          2.1                                            2.6                                              5.7
 Impairment of right-of-use assets                             -                       -                          -                                              -                                                0.8
 Closure costs: Victoria Plum                                  -                       2.4                        2.4                                            -                                                1.1
 Professional fees associated with business combinations       0.2                     -                          0.2                                            -                                                0.6
 Adjusted EBITDA                                               14.6                    0.6                        15.2                                           13.2                                             27.2

 

 

Adjusted PBT

Operating costs, comprising administrative expenses, are managed on a Group
basis. The ELT measures the overall performance of the Operating Group by
reference to adjusted profit before tax ("PBT"), a non-GAAP measure. Adjusted
PBT is defined as adjusted EBITDA less interest, depreciation and
amortisation.

This adjusted profit measure is applied by the ELT as an alternative
profitability measure, which incorporates the capital investment and the
financing structure of the Group.

                                                           Victorian Plumbing £m   Victoria Plum  Six months to 31 March  Six months        Year to 30 September 2024      £m

                                                                                       £m         2025                    to 31 March

                                                                                                  £m                      2024

                                                                                                                          £m
 Profit / (loss) before tax                                7.2                     (1.8)          5.4                     5.9      9.0
 Share-based payments (including associated NI)            1.0                     -              1.0                     1.6      3.1
 Double running and non-recurring administrative expenses  2.1                     -              2.1                     2.6      5.7
 Impairment of right-of-use assets                         -                       -              -                       -        0.8
 Double running finance costs                              0.7                     -              0.7                     1.4      2.8
 Closure costs: Victoria Plum                              -                       2.4            2.4                     -        1.1
 Professional fees associated with business combinations   0.2                     -              0.2                     -        0.6
 Adjusted PBT                                              11.2                    0.6            11.8                    11.5     23.1

 

                                                        Victorian Plumbing £m   Victoria Plum  Six months to 31 March  Six months        Year to 30 September 2024      £m

                                                                                    £m         2025                    to 31 March

                                                                                               £m                      2024

                                                                                                                       £m
 Adjusted EBITDA                                        14.6                    0.6            15.2                    13.2     27.2
 Amortisation of intangible assets                      (1.0)                   -              (1.0)                   (1.3)    (3.1)
 Depreciation of property, plant and equipment          (0.5)                   -              (0.5)                   -        (0.5)
 Depreciation of right-of-use assets                    (1.7)                   -              (1.7)                   (0.7)    (3.3)
 Depreciation capitalised during the fit-out of the DC  0.5                     -              0.5                     -        2.2
 Finance income                                         0.3                     -              0.3                     0.5      1.0
 Finance costs                                          (1.7)                   -              (1.7)                   (1.6)    (3.2)
 Double running finance costs                           0.7                     -              0.7                     1.4      2.8
 Adjusted PBT                                           11.2                    0.6            11.8                    11.5     23.1

 

4.  Operating profit

Expenses by nature:

                                   Six months to 31 March                                Six months to 31 March 2024     Year to 30 September 2024         £m

                                   2025                                                  £m

                                   £m
 Employee costs (excluding share-based payments)                     11.3      10.0                      23.0
 Agency and contractor costs                                         1.2       0.5                       1.7
 Share-based payments (including associated NI)                      1.0       1.6                       3.1
 Marketing costs                                                     43.9      42.6                      85.4
 Property costs                                                      1.9       3.2                       4.8
 Computer costs                                                      1.4       1.2                       2.9
 Other costs                                                         1.7       1.6                       2.8
 Amortisation of intangible assets                                   1.0       1.3                       3.1
 Depreciation of property, plant and equipment                       0.5       0.3                       0.5
 Depreciation of right-of-use assets                                 1.7       0.4                       3.3
 Depreciation capitalised during the fit-out of the DC               (0.5)     -                         (2.2)
 Exceptional items:
 Double running and non-recurring administrative expenses            2.1       2.6                       5.7
 Closure costs: Victoria Plum                                        2.4       -                         1.1
 Impairment of right-of-use assets                                   -         -                         0.8
 Professional fees associated with business combinations             0.2       -                         0.6
 Total administrative expenses                                       69.8      65.3                      136.6
 Share-based payments (including associated NI)                      (1.0)     (1.6)                     (3.1)
 Exceptional items within administrative expenses                    (4.7)     (2.6)                     (8.2)
 Total administrative expenses before separately disclosed items     64.1      61.1                      125.3

 

5.  Exceptional items

a.   By nature

                                                                         Six months to 31 March 2025         Six months to 31 March 2024         Year to 30 September 2024         £m

                                                                         £m                                  £m
 Warehouse transformation costs:
 -     Double running and non-recurring administrative expenses      2.1                         2.3                                 5.7
 -     Double running depreciation of right-of-use assets            -                           0.3                                 -
 -     Impairment of right-of-use assets                             -                           -                                   0.8
 Closure costs: Victoria Plum                                        2.4                         -                                   1.1
 Professional fees associated with business combinations             0.2                         -                                   0.6
 Exceptional items within administrative expenses                    4.7                         2.6                                 8.2

 Warehouse transformation costs:
 -     Double running finance costs                                  0.7                         1.4                                 2.8
 Exceptional items within finance costs                              0.7                         1.4                                 2.8

 Total exceptional items                                             5.4                         4.0                                 11.0

b.   By function

                                                                         Six months to 31 March 2025         Six months to 31 March 2024         Year to 30 September 2024         £m

                                                                         £m                                  £m
 Warehouse transformation costs
 -     Double running and non-recurring administrative expenses      2.1                         2.6                                 5.7
 -     Impairment of right-of-use assets                             -                           -                                   0.8
 -     Double running finance costs                                  0.7                         1.4                                 2.8
                                                                     2.8                         4.0                                 9.3
 Acquisition and closure of Victoria Plum
 -     Closure costs: Victoria Plum                                  2.4                         -                                   1.1
 -     Professional fees associated with business combinations       -                           -                                   0.6
                                                                     2.4                         -                                   1.7

 Professional fees associated with business combinations             0.2                         -                                   -
                                                                     0.2                         -                                   -
 Total exceptional items                                             5.4                         4.0                                 11.0

 

Warehouse transformation

On 4 October 2023, the Group entered into a 20-year lease agreement for the DC
and commenced a period of fit-out which, by the end of December 2024, had
substantially completed. In accordance with IFRS 16, a lease liability of
£41.7m has been recognised, with a corresponding right-of-use asset
recognised in non-current assets during the prior financial year.

For the duration of the fit-out, the DC was not generating economic benefit
for the Group. Therefore, operating expenditure incurred during the fit-out
period, together with non-recurring transformation costs such as associated
legal and professional fees, totalling £2.1m (H1 2024: £2.6m) has been
recognised as 'warehouse transformation costs' in the consolidated statement
of comprehensive income. During H1 2025, associated exceptional cash outflows
of £1.4m (H1 2024: £1.2m) have been incurred and recognised in the
consolidated statement of cash flows.

The imputed interest recognised against IFRS 16 lease liabilities for property
considered to be non-underlying during the fit-out period have been recognised
as 'double running finance costs'. Associated cash outflows of £0.5m have
been expended for double running finance costs during the period (H1 2024:
£1.6m).

Closure of Victoria Plum

On 17 May 2024, Victorian Plumbing Ltd, a subsidiary, acquired 100% of the
share capital of Victoria Plum, and, in August 2024, the decision was taken by
the Group to cease trading Victoria Plum. The Victoria Plum website was
redirected to Victorian Plumbing from November 2024. This closure of activity
meets the definition of a discontinued operation under IFRS 5 Non-current
assets held for sale and discontinued operations. As such, the associated cash
flows of Victoria Plum in the period have been recognised as a cash outflow
from discontinued operations.

c.   Exceptional cash flows

                                                                                 Six months to 31 March 2025  Six months to 31 March 2024

                                                                                 £m                           £m
 Cash flows from operating activities
 Cash outflow from exceptional items                                             (1.4)                        (1.2)
 Cash outflow from discontinued operations                                       (7.7)                        -
 Cash flows from investing activities
 Purchase of intangible assets: exceptional items                                -                            (0.2)
 Purchase of property, plant and equipment: exceptional items                    (0.6)                        (12.2)
 Cash flows from financing activities
 Payment of interest portion of lease liabilities: double running finance costs  (0.5)                        (1.4)
 Payment of principal portion of lease liabilities: double running finance       -                            (0.2)
 costs
 Cash flows from exceptional items                                               (10.2)                       (15.2)

 

6.  Taxation

                                                     Six months to 31 March  Six months to 31 March

                                                     2025                    2024

                                                     £m                      £m
 Corporation tax
 Current tax on profits for the period               1.4                     0.3
 Total current tax                                   1.4                     0.3
 Deferred tax
 Origination and reversal of timing differences      (0.1)                   1.1
 Total deferred tax                                  (0.1)                   1.1
 Taxation on profit                                  1.3                     1.4

 

Factors affecting tax charge for the period

The Group tax charge of £1.3m (H1 2024: £1.4m) represents an effective tax
rate of 25% (H1 2024: 24%). The tax assessed for the period is lower (2024:
lower) than the standard rate of corporation tax in the UK of 25% (2024: 25%).
The differences are explained below:

                                                                                     Six months to 31 March 2025     Six months to 31 March 2024

                                                                                     £m                              £m
 Profit before tax                                                                   5.4             5.9
 Profit multiplied by the blended standard rate of corporation tax for the full      1.4             1.5
 year in the UK of 25% (2024: 25%)

 Effects of:
 Tax effect of accelerated capital allowances                                        -               (0.2)
 Expenses not deductible for tax purposes                                            -               -
 Share options                                                                       (0.1)           0.1
 Total tax charge for the period                                                     1.3             1.4

 

 

7.  Dividends

                                                                    Six months to 31 March 2025  Six months to 31 March 2024  Six months to 31 March 2025  Six months to 31 March 2024

                                                                    Pence per share              Pence per share              £m                           £m
 Final ordinary dividend recognised as distributions in the period  1.09                         0.95                         3.6                          3.1
 Total dividend paid in the period                                  1.09                         0.95                         3.6                          3.1

 Interim ordinary dividend                                          0.70                         0.52                         2.3                          1.7
 Total dividend                                                     0.70                         0.52                         2.3                          1.7

 

The Board has declared an interim dividend of 0.70 pence per share (2024: 0.52
pence per share), which is a total cash distribution of £2.3m and will be
paid out of the Company's available distributable reserves on 15 August 2025,
to shareholders on the register of members at 18 July 2025. In accordance with
IAS 1 Presentation of Financial Statements, dividends are recorded only when
paid and are shown as a movement in equity rather than as a charge to the
consolidated statement of comprehensive income.

8. Earnings per share

Basic and diluted earnings per share

Basic EPS is calculated by dividing the profit from continuing operations for
the period attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the profit attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of ordinary
shares that would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares.

The following table reflects the income and share data used in the EPS
calculations:

                                    Weighted average number of ordinary shares  Total earnings from continuing operations     Pence per share

                                                                                £m
 Half year ended 31 March 2025
 Basic EPS                          303,138,072                                 5.8                    1.9
 Diluted EPS                        328,035,139                                 5.8                    1.8

 Half year ended 31 March 2024
 Basic EPS                          291,952,115                                 4.5                    1.5
 Diluted EPS                        325,791,272                                 4.5                    1.4

 Year ended 30 September 2024
 Basic EPS                          302,424,169                                 5.5                    1.8
 Diluted EPS                        327,498,168                                 5.5                    1.7

 

The number of shares in issue at the start of the year is reconciled to the
basic and diluted weighted average number of shares below:

                                                                                Weighted average number of shares

 Weighted average number of shares for basic EPS                                303,563,909
 Dilutive impact of unvested shares in relation to restricted share awards      24,897,067
 Weighted average number of shares for diluted EPS                              328,460,976

 

The average market value of the Group's shares for the purposes of calculating
the dilutive effect of share-based incentives was based on quoted market
prices for the period during which the share-based incentives were
outstanding.

Adjusted diluted earnings per share

Adjusted diluted EPS is an Alternative Performance Measure ("APM") and has
been calculated using profit for the purpose of basic EPS, adjusted for total
adjusting items and the tax effect of those items.

                                                                      Six months to 31 March 2025  Six months to 31 March 2024  Year to 30 September 2024         £m

 Continuing operations                                                £m                           £m
 Profit for the period from continuing operations                     5.9                          4.5                          5.5
 Exceptional items                                                    3.0                          4.0                          11.0
 Share-based payments                                                 1.0                          1.6                          3.1
 Tax effect                                                           (0.8)                        (1.4)                        (2.3)
 Total adjusted profit for the period                                 9.1                          8.7                          17.3

                                                                      Number                       Number                       Number
 Total issued share capital for the purposes of adjusted diluted EPS  327,474,016                  326,334,279                  326,334,279

 Adjusted diluted EPS                                                 2.8                          2.7                          5.3

 

 

 

9. Intangible assets

                                        Computer   Assets under construction  Total

                                        software   £m                         £m

                                        £m

 Cost
 At 30 September 2023      12.9                    0.2                        13.1
 Additions                 1.8                     0.2                        2.0
 At 31 March 2024          14.7                    0.4                        15.1
 Additions                 1.1                     0.7                        1.8
 At 30 September 2024      15.8                    1.1                        16.9
 Additions                 1.9                     -                          1.9
 Reclassifications         0.6                     (0.6)                      -
 At 31 March 2025          18.3                    0.5                        18.8

 Accumulated amortisation
 At 30 September 2023      9.1                     -                          9.1
 Charge for the period     1.3                     -                          1.3
 At 31 March 2024          10.4                    -                          10.4
 Charge for the period     1.8                     -                          1.8
 At 30 September 2024      12.2                    -                          12.2
 Charge for the period     1.3                     -                          1.3
 At 31 March 2025          13.5                    -                          13.5

 Net book value
 At 31 March 2024                       4.3        0.4                        4.7
 At 30 September 2024                   3.6        1.1                        4.7
 At 31 March 2025                       4.8        0.5                        5.3

 

Computer software comprises both internal salaries and external development
capitalised in relation to the Group's bespoke operational software. The Group
capitalised internal salaries of £1.7m in the six months ended 31 March 2025
(H1 2024: £1.7m) for development of computer software. Assets under
construction represent costs incurred in the development of bespoke
operational management systems.

For the six-month period to 31 March 2025, the amortisation charge of £1.3m
(H1 2024: £1.3m) has been charged to administrative expenses in the income
statement.

 

10. Property, plant and equipment

                           Leasehold improvements  Plant and machinery  Fixtures          Office      Assets under construction £m      Total

                           £m                       £m                  and fittings      equipment                                      £m

                                                                         £m               £m
 Cost
 At 30 September 2023      0.1                     1.3                  0.5               1.2         3.9              7.0
 Additions                 -                       0.1                  -                 -           11.6             11.7
 At 31 March 2024          0.1                     1.4                  0.5               1.2         15.5             18.7
 Additions                 -                       -                    -                 -           11.8             11.8
 At 30 September 2024      0.1                     1.4                  0.5               1.2         27.3             30.5
 Additions                 -                       0.1                           -        -           0.2              0.3
 Reclassifications         16.4                    8.1                           2.4      0.6         (27.5)           -
 At 31 March 2025          16.5                    9.6                  2.9               1.8         -                30.8

 Accumulated depreciation
 At 30 September 2023      -                       0.9                  0.5               0.7         -                2.1
 Charge for the period     -                       0.2                  -                 0.1         -                0.3
 At 31 March 2024          -                       1.1                  0.5               0.8         -                2.4
 Charge for the period     0.1                     -                    -                 0.1         -                0.2
 At 30 September 2024      0.1                     1.1                  0.5               0.9         -                2.6
 Charge for the period     0.2                     0.2                  -                 0.1         -                0.5
 At 31 March 2025          0.3                     1.3                  0.5               1.0         -                3.1

 Net book value
 At 31 March 2024          0.1                     0.3                  -                 0.4         15.5             16.3
 At 30 September 2024      -                       0.3                  -                 0.3         27.3             27.9
 At 31 March 2025          16.2                    8.3                  2.4               0.8         -                27.7

 

Following completion of the DC fit-out the property, plant and equipment
within the building became available for use in the condition that management
intended and were therefore reclassified from assets under construction to the
relevant classes of property, plant and equipment on 1 January 2025.

 

11. Right-of-use assets

                               Right-of-use assets

                               £m

 Cost
 At 30 September 2023          9.0
 Additions                     44.8
 Modifications                 0.1
 At 31 March 2024              53.9
 Modifications                 0.3
 Disposals                     (0.3)
 Impairment                    (0.8)
 At 30 September 2024          53.1
 Additions                     4.2
 Modifications                 0.1
 At 31 March 2025              57.4

 Accumulated depreciation
 At 30 September 2023          4.7
 Charge for the period         0.7
 At 31 March 2024              5.4
 Charge for the period         2.6
 Disposals                     (0.3)
 At 30 September 2024          7.7
 Charge for the period         1.7
 At 31 March 2025              9.4

 Net book value
 At 31 March 2024              48.5
 At 30 September 2024          45.4
 At 31 March 2025              48.0

 

During the period, the Group entered into leases for manual handling
equipment. An addition of £4.2m has been recognised as a right-of-use asset,
in accordance with IFRS 16 Leases, representing the discounted future
cashflows under the contract. Furthermore, the Group renewed leases on two of
its properties that had expired; these represent modifications under IFRS 16.
The right-of-use asset was increased by £0.1m to reflect the value of the
asset after the modification and the corresponding lease liability increased
by £0.1m. The Group had total cash outflows for leases of £1.8m (H1 2024:
£2.1m).

12. Trade and other receivables

                            Six months ended 31 March 2025         Six months ended 31 March 2024

                            £m                                     £m
 Trade receivables                       5.5          4.4
 Right-of-return asset                   0.3          0.2
 Accrued income                          0.9          0.9
 Prepayments                             2.1          1.8
                                         8.8          7.3

 

 

The Group provides against trade receivables using the forward-looking
expected credit loss model under IFRS 9 Financial Instruments. An impairment
analysis is performed at each reporting date. Trade receivables, accrued
income and other receivables expected credit losses have been reviewed by
management and have been determined to have an immaterial impact on these
balances. Accrued income relates to rebates earned but not yet received.

13. Trade and other payables

                                         Six months ended 31 March 2025      Six months ended 31 March 2024

                                         £m                                  £m
 Trade payables                          23.6              23.4
 Other taxation and social security      10.4              7.6
 Refund liability                        0.9               0.8
 Other payables                          1.7               1.6
 Accruals                                9.9               5.3
                                         46.5              38.7

 

14. Lease liabilities

                                                        Lease liability

                                                        £m
 At 30 September 2023                                   4.8
 Additions                                              41.7
 Modifications                                          0.1
 Finance costs (not included in exceptional items)      0.1
 Finance costs (included in exceptional items)          1.4
 Lease payment (not included in exceptional items)      (0.7)
 Lease payment (included in exceptional items)          (1.4)
 At 31 March 2024                                       46.0
 Modifications                                          0.3
 Finance costs (not included in exceptional items)      0.1
 Finance costs (included in exceptional items)          1.4
 Lease payment (not included in exceptional items)      (0.3)
 Lease payment (included in exceptional items)          (1.4)
 At 30 September 2024                                   46.1
 Modifications                                          0.1
 Additions                                              4.2
 Finance costs (not included in exceptional items)      0.9
 Finance costs (included in exceptional items)          0.7
 Lease payment (not included in exceptional items)      (1.3)
 Lease payment (included in exceptional items)          (0.5)
 At 31 March 2025                                       50.2

 

During the period, the Group entered into leases for manual handling
equipment. An addition £4.2m has been recognised as a right-of-use asset, in
accordance with IFRS 16 Leases, representing the discounted future cashflows
under the contract. Furthermore, the Group renewed leases on two of its
properties that had expired; these represent modifications under IFRS 16. The
right-of-use asset was increased by £0.1m to reflect the value of the asset
after the modification and the corresponding lease liability increased by
£0.1m. The Group had total cash outflows for leases of £1.8m (H1 2024:
£2.1m).

 

 

Lease liabilities as at 31 March were classified as follows:

                  Six months ended 31 March 2025  Six months ended 31 March 2024

                  £m                              £m
 Non-current      47.3                            42.9
 Current          2.9                             3.1
 Total            50.2                            46.0

 

15. Borrowings

                                                    Six months ended 31 March 2025  Six months ended 31 March 2024

                                                    £m                              £m
 Amounts drawn under revolving credit facility      -                               -
 Unamortised debt issue costs                       (0.2)                           (0.1)
                                                    (0.2)                           (0.1)

 

On 17 December 2024, a new RCF agreement was secured for £30m with a
termination date of 17 December 2027. The facility is secured by a debenture
dated 7 June 2021. Interest on the RCF is charged at SONIA plus a margin based
on the consolidated leverage of the Group. A commitment fee of 35% of the
margin applicable to the RCF is payable quarterly in arrears on unutilised
amounts of the RCF. There is no requirement to settle all, or part, of the
debt earlier than the termination date.

Unamortised debt issue costs of £0.2m (H1 2024: £0.1m) are included in
prepayments.

16. Ordinary share capital

                                                                 Six months ended 31 March 2025  Six months ended 31 March 2024

                                                                 £                               £
 Allotted, called up and fully paid
 327,474,016 ordinary shares of 0.1p (H1 2024: 326,334,279)      327,474                         326,334

 

The share capital of the Group is represented by the share capital of the
parent company, Victorian Plumbing Group plc (the "Parent Company"). The
Parent Company was incorporated on 6 May 2021 to act as the holding company of
the Group. Prior to this the share capital of the Group was represented by the
share capital of the previous parent, VIPSO Limited.

On 9 December 2024, the Parent Company issued and allotted 1,139,737 new
ordinary shares of £0.001 each in the Parent Company in connection with the
Victorian Plumbing Deferred Bonus Plan (the "DBP") and Long-Term Incentive
Plan (the "LTIP").

17. Own shares held

The Employee Share Option Trust ("ESOT") purchases shares to fund the Share
Incentive Plan (the "SIP"). At 31 March 2025, the ESOT held 452,427 (H1 2024:
635,504) ordinary shares with a book value of £452 (H1 2024: £636). The
market value of these shares as at 31 March 2025 was £0.5m (H1 2024:
£0.6m).

                                           Number of shares  £

 ESOT shares reserve
 Own shares held at 30 September 2023      635,504           636
 Own shares held at 30 March 2024          635,504           636
 Dividend shares transferred in            3,725             4
 Sale/transfers out                        (166,981)         (167)
 Own shares held at 30 September 2024      472,248           472
 Sale/transfers out                        (19,821)          (20)
 Own shares held at 31 March 2025          452,427           452

 

18. Share-based payments

The Group operates four share plans being the SIP, a Sharesave Scheme
("SAYE"), the DBP and the LTIP. In addition, both prior to and following
Admission to AIM in June 2021, the Group awarded shares to the Chairman and
certain members of key management which had restrictions placed against them
that bring the awards into the scope of IFRS 2 Share-Based Payment (the
"Restricted Share Awards").

All share-based incentives carry a service condition. Such conditions are not
taken into account in the fair value of the service received. The fair value
of services received in return for share-based incentives is measured by
reference to the fair value of share-based incentives granted. The estimate of
the fair value of the share-based incentives is measured using the
Black-Scholes pricing model or Monte Carlo simulation, as appropriate for each
scheme.

Sensitivity analysis has been performed in assessing the fair value of the
share-based incentives. There are no changes to key assumptions that are
considered by the Directors to be reasonably possible, which give rise to a
material difference in the fair value of the share-based incentives.

The total charge in the period was £1.0m (H1 2024: £1.6m). This included
associated NI at 15.0% (H1 2024: 13.8%), which management expects to be the
prevailing rate when the awards are exercised, and apprenticeship levy at
0.5%, based on the share price at the reporting date.

                                                       Six months ended 31 March 2025  Six months ended 31 March 2024

                                                       £m                              £m
 SIP                                                   -                               0.1
 SAYE                                                  -                               -
 DBP                                                   0.2                             0.4
 LTIP                                                  0.2                             0.1
 Restricted Share Awards                               0.5                             0.8
 Total IFRS 2 charge                                   0.9                             1.4
 NI and apprenticeship levy on applicable schemes      0.1                             0.2
 Total charge                                          1.0                             1.6

 

19. Cash generated from operating activities

                                                                        Six months ended 31 March 2025  Six months ended 31 March 2024

 Cash flows from continuing operating activities                        £m                              £m
 Profit before taxation                                                 7.2                             5.9
 Adjustments for:
 Depreciation and amortisation                                          2.7                             2.3
 Share-based payments (including associated NI)                         1.0                             1.6
 Finance income                                                         (0.3)                           (0.5)
 Finance costs                                                          1.7                             1.6
 Exceptional items within administrative expenses                       2.3                             2.3
 Adjusted EBITDA                                                        14.6                            13.2
 Fair value (gain) / loss on financial derivatives                      (0.5)                           0.4
 Decrease in inventories                                                0.2                             1.0
 Increase in receivables                                                (0.9)                           (2.5)
 Increase in payables                                                   4.8                             0.5
 Cash generated from operating activities before exceptional items      18.2                            12.6

 

 Free cash flows (non-GAAP measure)                                          Six months ended 31 March 2025                          Six months ended 31 March 2024

                                                                             £m                                                      £m
 Cash generated from operating activities before exceptional items                                                 18.2                           12.6
 Repayment of lease liabilities (excluding exceptional items)                                             (1.3)                                   (0.5)
 Purchase of intangible assets (excluding exceptional items)                                              (1.9)                                   (1.8)
 Purchase of property, plant and equipment (excluding exceptional items)                                  (0.5)                                   (0.2)
 VAT not yet recovered on exceptional items                                                               (1.6)                                   1.0
 Non-underlying movements in working capital                                                              -                                       (2.5)
 Free cash flows                                                                                          12.9                                    8.6
 Adjusted EBITDA                                                                                          14.6                                    13.2
 Cash conversion                                                                                          88%                                     65%

VAT not yet recovered on exceptional items relates to timing differences on
warehouse transformation expenditure.

Appendix 1

                     Previous                                    Current: Pre-MFI                Current: Post-MFI

 Warehouse Purpose
 Warehouse A - Skelmersdale          VP - DC                     Vacant                          Vacant - MFI growth
 Warehouse B - Skelmersdale          VP - Support                VP - Tiles & décor DC           VP - Tiles & décor DC
 Warehouse C - Skelmersdale          VP - Support                Vacant                          MFI - DC
 Warehouse D - Skelmersdale          VP - Support                No lease                        No lease
 Warehouse E - Leyland               No lease                    VP - Bathroom DC                VP - Bathroom DC
 Victorian Plumbing
 Warehouse F - Doncaster             Victoria Plum - DC          No lease                        No lease
 Warehouse G - Southport             Victoria Plum - Storage     Victoria Plum - Storage         No lease
 Victoria Plum
 Group

 

                           Previous                 Current: Pre-MFI  Current: Post-MFI

 Warehouse Size (sq. ft)
 Warehouse A - Skelmersdale                110,000  -                 110,000
 Warehouse B - Skelmersdale                130,000  130,000           130,000
 Warehouse C - Skelmersdale                50,000   -                 50,000
 Warehouse D - Skelmersdale                125,000  -                 -
 Warehouse E - Leyland                     -        520,000           520,000
 Victorian Plumbing                        415,000  650,000           810,000
 Warehouse F - Doncaster                   250,000  -                 -
 Warehouse G - Southport                   25,000   25,000            -
 Victoria Plum                             275,000  25,000            -
 Group                                     690,000  675,000           810,000

 

                        Previous               Current: Pre-MFI  Current: Post-MFI

 Annualised Cash((1))   £m                     £m                £m
 Warehouse A - Skelmersdale             0.4    0.4               0.4
 Warehouse B - Skelmersdale             0.6    0.6               0.6
 Warehouse C - Skelmersdale             0.4    0.4               0.4
 Warehouse D - Skelmersdale             4.8    -                 -
 Warehouse E - Leyland                  -      4.2               4.2
 Victorian Plumbing                     6.2    5.8               5.8
 Warehouse F - Doncaster                1.3    -                 -
 Warehouse G - Southport                0.1    0.1               -
 Victoria Plum                          1.4    0.1               -
 Group                                  7.6    5.9               5.8

 

 1  Cash includes rent and business rates for the medium term.

 

                                  Previous               Current: Pre-MFI  Current: Post-MFI

 Annualised Property Costs((2))   £m                     £m                £m
 Warehouse A - Skelmersdale                       0.4    -                 0.4
 Warehouse B - Skelmersdale                       0.6    0.6               0.6
 Warehouse C - Skelmersdale                       0.4    -                 0.4
 Warehouse D - Skelmersdale                       4.8    -                 -
 Warehouse E - Leyland                            -      9.1               9.1
 Victorian Plumbing                               6.2    9.7               10.5
 Warehouse F - Doncaster                          1.3    -                 -
 Warehouse G - Southport                          0.1    0.1               -
 Victoria Plum                                    1.4    0.1               -
 Group                                            7.6    9.8               10.5

 

2 Property costs include: administrative costs, right-of-use finance costs,
right-of-use depreciation, and fit-out depreciation. Fit-out depreciation of
c.£1.7m per annum relates to Warehouse E and is included in the annualised
property cost of £9.1m.

 

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