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BRCK Brickability Group Plc

60.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Brickability Group Plc LSE:BRCK London Ordinary Share GB00BK63S759 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 60.50 60.00 61.00 60.50 60.30 60.50 241,673 08:00:28
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Brick, Rel Constr Mail-whsl 681.09M 27.74M 0.0924 6.55 181.68M

Brickability Group PLC Brickability Group PLC - Interim Results (6910H)

28/11/2022 7:00am

UK Regulatory


Brickability (LSE:BRCK)
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TIDMBRCK

RNS Number : 6910H

Brickability Group PLC

28 November 2022

28 November 2022

Brickability Group PLC

("Brickability" or "the Group")

Interim Results for the six months ended 30 September 2022

Brickability Group PLC (AIM: BRCK), the leading construction materials distributor, today announces its unaudited interim results for the six months ended 30 September 2022.

Financial Highlights

 
      --   Revenue increased by 57.8% to GBP352.7m (H1 FY22: GBP223.5m) 
      --   Group like-for-like* revenue growth of 9.3% 
      --   Gross profit increased by 40.8% to GBP54.9m (H1 FY22: 
            GBP39.0m) 
      --   Profit before tax increased by 71.9% to GBP15.3m (H1 FY22: 
            GBP8.9m )[1] 
      --   Adjusted EBITDA** increased by 45.7% to GBP25.5m (H1 FY22: 
            GBP17.5m) [1] 
      --   Net debt as at 30 September 2022 of GBP27.4m (H1 FY22: 
            net cash GBP2.8m) 
      --   Interim dividend of 1.01 pence per share (H1 FY22: 0.96 
            pence) 
 

Operational Highlights

 
      --   Strong performance across all Group divisions in first 
            half of FY23, despite macroeconomic and geopolitical backdrop 
      --   Continued strong order intake moving into the second half 
      --   Two acquisitions in period - Modular Clay Products in 
            May 2022 and ET Clay Products in September 2022 
      --   Appointment of two additional Independent Non-Executive 
            Directors, Susan McErlain and Sharon Collins, during the 
            period 
 

Post Period and Outlook

 
      --   Board remains vigilant of wider macroeconomic challenges 
            but confident in the Group's ability to deliver performance 
            in line with market expectations for the full year*** 
 

[1] Re-stated (see note 8 of the interim financial statements)

*like-for-like ("LFL") sales is a measure of growth in sales, adjusted for the impact of acquisitions.

**Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, share option expense, acquisition costs and exceptional items.

***Full year market expectations as at the date of this announcement of adjusted EBITDA of approximately GBP44.5 million

John Richards, Chairman, commented:

"The first half of the year has seen the Group benefit from the earlier strategic decision to move into new market segments within the construction and housebuilding industries thereby diversifying and expanding both the Group's product portfolio and end markets. This, combined with the increase in import and distribution capacity, has significantly increased the Group's customer base which has in turn led to sales and profit growth across all four divisions.

"Whilst the market continues to be impacted by macroeconomic and geopolitical pressures, the fundamentals of our industry remain strong, albeit the impact of the current UK economic environment on our business during 2023 is unclear. However, having built a robust and increasingly diverse business, we remain confident in the Group's ability to continue to deliver on its strategy and to meet market expectations for the full year."

This announcement contains inside information.

Enquiries:

 
  Brickability Group PLC                         via Montfort Communications 
   John Richards, Chairman 
   Alan Simpson, CEO 
   Mike Gant, CFO 
  Cenkos Securities plc (Nominated adviser 
   and broker) 
   Ben Jeynes, Max Gould (Corporate Finance) 
   Julian Morse, Alex Pollen (Sales)             +44 (0) 207 397 8900 
  Montfort Communications                         +44 (0) 203 514 0897 
   James Olley                                     brickability@montfort.london 
   Georgia Colkin 
 

About Brickability

Brickability is a leading construction materials distributor, serving customers across the UK and Europe for over 37 years through its national and local networks. The Group supplies over 550m bricks annually and has over 55 locations across the country with over 600 employees.

Brickability Group PLC

Interim Report for the six months ended 30 September 2022

Chairman's Statement

Overview

We are pleased to report a strong set of results for the six months to 30 September 2022 with the Group delivering a solid financial performance, achieving an adjusted EBITDA of GBP25.5 million.

Firmly focused on diversifying and driving growth, the Group has continued to achieve both increased scale and presence within the construction and housebuilding industries. Brickability's strategic positioning, underpinned by its differentiated business model and diverse product mix, has enabled us to successfully identify opportunities and effectively manage demand, whilst adapting and responding to market conditions. We continue to operate within a supportive government regulatory environment and continue to experience strong demand across the undersupplied construction and housebuilding sector. Whilst the market continues to be impacted by macroeconomic and geopolitical pressures, the fundamentals of our industry remain strong, albeit the impact of current UK economic environment on our business during 2023 is unclear. However, having built a robust and increasingly diverse business, with a broad product portfolio, strong customer relationships, cost discipline and ability to effectively adapt, we remain confident in the Group's ability to continue to deliver on its strategy and to meet market expectations for the full year.

Acquisitions

During the first half of the year, we announced the strategic acquisition of Modular Clay Products in May 2022 which was followed by the acquisition of ET Clay Products on 30 September 2022. Both acquisitions have significantly strengthened our import capabilities, increasing scale nationally and providing the Group with access to new suppliers in Europe, with the addition of Turkey, as well as the United States. Moving forward, we will continue to look for opportunities to grow the businesses organically and to capitalise on the synergies created within the Group.

Board and Environmental, Social and Governance

With the Group's significant expansion in scale and customer base, it has been important to ensure continued progress is made not only strategically, but also operationally. During the first half of the year, the Group strengthened the financial, marketing and HR departments which have all played a pivotal role in ensuring the smooth transition, integration and governance of new acquisitions into the Group and the identification of internal and external opportunities.

The Board was delighted to announce the appointments of Susan McErlain and Sharon Collins as Independent Non-Executive Directors during the period. Both Susan and Sharon have proven to be valuable additions to the Board, bringing with them a wealth of experience, helping to support the Group as it performs against its stated strategy.

As announced at the time of the Group's Preliminary Results in July 2022, we are acutely aware of the role and responsibility we have in tackling ESG priorities as Brickability grows. W e remain committed to continuously developing our environmental, social and governance strategy, and to identifying additional ways in which all our businesses and people can make small but significant changes in the way we operate to lessen our impact on the environment, as well as taking the time to support local causes.

Over the last six months the Group has launched several initiatives including the use of EV and hybrid vehicles within the Group's fleet, as well as continuing to support charitable initiatives through The Brickability Group Foundation which has provided grants, sponsorship match funding, material donations for community projects, social impact initiatives and humanitarian appeals.

Interim Dividend

The Board is pleased to announce an interim dividend of 1.01p per share (H1 FY22: 0.96p), payable on 23 February 2023, reflecting the performance of the business in the half year and the Board's confidence in the longer-term outlook for the Group. The ex-dividend date is 26 January 2023 with associated record date of 27 January 2023.

John Richards

Chairman

25 November 2022

Chief Executive's Review

Our divisions have once again performed well during the first half of the year with both revenue and profit significantly ahead of the prior period, reflecting the diversity of the Group and the strength of Brickability's positioning within the market.

We are pleased to report the Group has experienced a high level of demand across all businesses, although the availability of some products has continued to be challenging. In addition, significant materials price inflation along with fuel surcharges have substantially contributed to revenue growth during the period.

Group EBITDA margin is lower than the prior year, driven by the Taylor Maxwell business which operates on lower margins than the Brickability business prior to the acquisition, and with the prior year comparator including only three months of post-acquisition trade of Taylor Maxwell. In addition, timber margins have fallen back from the exceptional highs of last year and the margins in some of our businesses have been adversely impacted where we have not yet been able to immediately pass on all costs attributed to both materials price inflation and fuel surcharges.

Over the last couple of years, the Group has grown significantly and we are ensuring we support this growth with recruitment at both Group and divisional levels together with optimising our processes through the rollout of standardised IT system platforms across all businesses. In addition, during the first half of the year, the Group took the decision to re-align the reporting structure of some of our businesses and we have moved from three divisions to four in order to support the continued growth of the Group and to further improve efficiencies. The Group's four distinct business divisions are:

 
      --   Bricks and Building Materials - businesses that are primarily 
            brick, timber and other building materials factors 
      --   Importing - businesses that primarily source, transport and 
            distribute bricks and roof tiles from European and other overseas 
            manufacturers 
      --   Distribution - businesses that stock and distribute products 
            such as towel radiators and valves, facia, soffits and guttering, 
            weatherboard cladding, doors, windows, solar panels and car 
            chargers 
      --   Contracting - businesses that supply and fit roofing and flooring 
 

Full details of our divisions and each of our businesses can be found at https://brickabilitygroupplc.com/

Bricks and Building Materials Division

The Group's largest division, representing c75% of total sales, grew revenues by 57.3%, 4.3% LFL during the period. Despite supply issues from both UK and European manufacturers, brick volumes in the period were comparable with the prior year on a LFL basis against a strong comparator, with price increases and mix being the driver of LFL revenue growth. In line with our expectations, timber volumes and pricing have fallen back following the exceptional highs of H1 FY22. The EBITDA margin of the division has diluted in the first half compared to the prior period due to the impact of Taylor Maxwell businesses as noted above.

Taylor Maxwell's operational and scheduling systems have been successfully implemented into two more of the Group's businesses with further businesses to be transitioned during the second half of the year. The Group is also transitioning to a single financial accounting system and this has also been implemented alongside the scheduling system in the two aforementioned businesses.

In June 2022 we entered a new, long-term strategic partnership with Thyssenkrupp Materials UK to develop a new balcony system to produce the next generation of balconies that will improve lead times and reduce time spent on-site, whilst providing exceptional curb appeal and functionality. The patented design has passed the testing stage and we expect to launch the system in the beginning of the new calendar year.

Importing Division

Importing Division revenue increased by 68.4% in the first half including Modular Clay Products which was acquired on 31 May 2022. Since acquisition Modular Clay Products has performed strongly and, adjusting for this acquisition, LFL Importing Division revenue increased by 51.4% reflecting our expertise in sourcing and our strong relationships with overseas manufacturers. McCann Logistics has seen significant growth in revenue following the increase in its trailer fleet and expansion of its operations to cover haulage from the Netherlands, Germany, France, Spain, Belgium, and Portugal.

Contracting Division

Revenue in the first half grew by 89.2% including Beacon Roofing which was acquired on 31 March 2022 and has performed very well since this time. Adjusting for this acquisition, LFL revenue increased by 18.2%. Margins are beginning to improve from the impacts of the unprecedented number and level of price increases in roof tiles experienced last year. It has been a busy period for the Contracting Division, and we have won a number of new contracts from a competitor who has recently entered administration and the Division continues to work with our Group colleagues at Upowa to explore opportunities to install solar panels.

Distribution Division

Revenue in the first half grew by 50.2% in the Distribution Division and 35.8% LFL. Towelrads continues to grow strongly and Fraser Simpson almost doubled revenues during in the period compared to H1 FY22. Upowa, our renewable energy products business that was acquired in November 2021 has won multiple significant national housebuilder contracts which have commenced installation and are expected to scale up from Q2 FY24. The new EV car charger which has been developed exclusively for the Group, with the installer and end user in mind, is expected to be launched in the first quarter of the new calendar year.

Continental Tile Joint Venture

In March 2022 the Group announced the formation of the Schermbecker Building Products GmbH joint venture operating from a factory in Germany in connection with a leading German tile manufacturer and producer of roofing materials. Initial manufacture and start-up production of clay roof tiles by the joint venture was very good but as a result of volatility of energy prices in Germany, we expect that the commissioning of the new capital investment by the joint venture will now be completed during spring 2023, at which point we will be able to commence production of clay roof tiles much needed by the UK market.

As outlined in the Chairman's Statement, the Group completed the acquisition of ET Clay Products Limited and Heritage Clay Tiles Limited (together "ET Clay Products") on 30 September 2022. Established over 25 years ago, ET Clay Products is a specialist supplier of UK and imported clay facing bricks and high quality handmade and handcrafted clay roof tiles. Operating from three yards, the businesses will bring new customers to the Group, particularly in the merchant's channel, further diversifying the Group's customer and revenue base.

Summary

Brickability has continued to demonstrate its ability to deliver upon its strategic objectives and remains committed to growing the business in a sustainable manner.

Alan J Simpson

Chief Executive

25 November 2022

Financial Review

Revenue and gross margin

The Group delivered revenue of GBP352.7 million in the first six months of H1 FY23 (H1 FY22: GBP223.5 million), representing a total increase of 57.8% (GBP129.2 million). When the impact of acquisitions is excluded from revenue, like for like ("LFL") revenue increased by 9.3% when compared to H1 FY22.

The increase in LFL revenue largely reflects the general increase in prices across the industry. The increase in the Bricks and Building Materials division, however, is at a lower level than the other divisions due to the volatility in the timber market which has seen an expected fall in prices.

Revenue by division was:

 
 
 
                          H1 FY23     H1 FY22                           LFL 
                          GBP'000     GBP'000     % Increase     % increase 
=====================  ==========  ==========  =============  ============= 
 Bricks and Building 
  Materials               270,101     171,713          57.3%           4.3% 
=====================  ==========  ==========  =============  ============= 
 Importing                 54,125      32,134          68.4%          51.4% 
=====================  ==========  ==========  =============  ============= 
 Distribution              31,041      20,666          50.2%          35.8% 
=====================  ==========  ==========  =============  ============= 
 Contracting               19,880      10,505          89.2%          18.2% 
=====================  ==========  ==========  =============  ============= 
 Group eliminations      (22,478)    (11,515)          95.2% 
=====================  ==========  ==========  =============  ============= 
 Total                    352,669     223,503          57.8%           9.3% 
=====================  ==========  ==========  =============  ============= 
 

Gross profit for the 6 months increased by 40.8% to GBP54.9 million (H1 FY22: GBP39.0 million) whilst the Group's gross margin percentage decreased to 15.6% (H1 FY22: 17.4%). This has been driven primarily by the acquisition of the Taylor Maxwell business during the prior year, which has traditionally operated on lower margins than the original Brickability Group, together with the normalisation of timber margins and inflationary pricing pressures in the market.

Adjusted profit and adjusted EBITDA

Statutory profit before tax of GBP15.3 million (H1 FY22: GBP8.9 million) includes other items of GBP7.1 million (H1 FY22: GBP6.8 million) which are largely acquisition related and not considered reflective of the Group's underlying trading operations. These are analysed below the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income.

The Group's adjusted EBITDA increased by 45.7% to GBP25.5 million for the first six months of FY23 compared to GBP17.5 million in the same period last year. EBITDA as a percentage of turnover has fallen slightly to 7.2% (H1 FY22 : 7.8%, FY 2022: 7.6%) due mainly to the impact of the of the Taylor Maxwell business as noted above.

Adjusted EBITDA by division was:

 
 
                                       H1 FY23                  H1 FY22 
                                        EBITDA                   EBITDA 
                          H1 FY23         as %     H1 FY22         as % 
                          GBP'000     turnover     GBP'000     turnover 
=====================  ==========  ===========  ==========  =========== 
 Bricks and Building 
  Materials                15,704         5.8%      11,261         6.6% 
=====================  ==========  ===========  ==========  =========== 
 Importing                  5,424        10.0%       3,151         9.8% 
=====================  ==========  ===========  ==========  =========== 
 Distribution               4,953        16.0%       3,918        19.0% 
=====================  ==========  ===========  ==========  =========== 
 Contracting                2,565        12.9%         949         9.0% 
=====================  ==========  ===========  ==========  =========== 
 Central                  (3,112)            -     (1,752)            - 
=====================  ==========  ===========  ==========  =========== 
 Total                     25,534         7.2%      17,527         7.8% 
=====================  ==========  ===========  ==========  =========== 
 

Profit before tax

Profit before tax for the period was GBP15.3 million (H1 FY22: GBP8.9 million). Comparative results to 30 September 2021 have been restated, following completion of the fair value assessment of consideration and net assets acquired through business combinations shortly before the period end.

The decrease of GBP3.0 million in H1 FY22 profit before tax, compared to the GBP11.9 million originally reported, primarily relates to a charge of GBP2.2 million in connection with earn-out consideration payable for the acquisition of Taylor Maxwell. Contingent consideration of GBP13.0 million was initially recognised within goodwill and deferred consideration payable. However, after review and based on interpretation guidance under IFRS 3, the earn-out consideration payable is treated as remuneration costs and recognised as an expense in profit or loss over the earn-out performance period.

Further details of the prior period restatement are included in note 8 to the interim financial statements.

Earnings per share

Basic EPS was 3.90 pence per share (H1 FY22: 1.95p restated), while adjusted basic EPS was 6.00 p per share (H1 FY22: 4.89p restated). Adjusted EPS is an underlying EPS, based on the adjusted profit as noted above.

Dividend

The Board is recommending an interim dividend of 1.01p per share (H1 FY22: 0.96p) to shareholders on the register at 27 January 2023. The ex-date and payment date for the dividend will be 26 January 2023 and 23 February 2023 respectively.

Cash flow and net debt

The Group generated operating cash flows before movements in working capital of GBP23.7 million in the first six months of the year compared to GBP15.4 million in the same period in FY22. Cash generated from operations was GBP6.3 million (H1 FY22: GBP7.0 million).

The net working capital outflow of GBP17.4 million is comprised of a GBP5.7 million outflow in respect of inventories, trade receivables and trade payables and GBP11.7 million of accrual movements and payments, primarily in respect of supplier rebates, employee bonuses and contingent earn-outs which are timing related and mostly expected to unwind by the financial year end.

The net debt position (cash less bank borrowings) as at 30 September 2022 was GBP27.4 million compared to a net cash position as at 30 September 2021 of GBP2.8m, and is an increase of GBP27.0 million since the net cash position at 31 March 2022.

The increase in net debt during the period follows an increase in working capital requirements of GBP17.4 million (H1 FY22: GBP8.4 million), further investment in property plant and equipment and intangible assets of GBP5.8 million (H1 FY22: GBP3.6 million), tax paid of GBP5.0 million (H1 FY22: GBP2.5 million), dividends paid of GBP6.1 million (H1 FY22: GBP3.2 million), the initial payments for acquisitions of GBP15.4 million (H1 FY22: GBP39.5 million) and payment of deferred consideration, in relation to previous acquisitions, of GBP2.0 million (H1 FY22: GBP0.8 million). Net proceeds of GBP0.5 million (H1 FY22: GBP52.7 million) were received in relation to the issue of shares in the period.

Bank facilities

In June 2021, the Group re-financed into a GBP60 million revolving credit facility with an additional GBP25 million accordion, on a club basis with HSBC and Barclays, that runs for 3 years (with the option of two one-year extensions). Total bank debt as at 30 September 2022 was GBP34.1 million with a further GBP25.9 million of undrawn committed facilities available.

Defined benefit pension scheme

The Group acquired a defined benefit pension scheme during the prior period when it acquired Taylor Maxwell (2017) Limited. However, it has commenced a buy-out process to transfer the risk associated with the scheme. A buy-in contract was incepted on 7 July 2021 and the process to reach the full buy-out stage is well progressed. It is expected that it will be completed within the next 6 to 12 months.

Subsequent events

In October 2022, the Group granted a total of 4,037,124 options under its Long Term Incentive Plan (LTIP) to employees, as previously announced, and in November 2022, the Group purchased a property for GBP2.3 million.

There are no other material post balance sheet events.

Mike Gant

Chief Financial Officer

25 November 2022

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 September 2022 (unaudited)

 
 
                                                                    6 months               6 months 
                                                                       ended                  ended        Year ended 
                                                                     30 Sept                30 Sept          31 March 
                                                                        2022                   2021              2022 
                                                                     GBP'000             (Restated)         (Audited) 
                                                  Notes                                     GBP'000           GBP'000 
=======================================================  ===================  =====================  ================ 
 Revenue                                                             352,669                223,503           520,169 
 Cost of sales                                                     (297,720)              (184,551)         (433,366) 
===================================================      ===================  =====================  ================ 
Gross profit                                                          54,949                 38,952            86,803 
Other operating income                                                     -                      -               354 
Administrative expenses                               5             (37,654)               (29,162)          (64,096) 
===================================================      ===================  =====================  ================ 
Comprising: 
Depreciation and amortisation                                        (6,122)                (3,992)           (9,691) 
Other administrative expenses                                       (31,532)               (25,170)          (54,405) 
===================================================      ===================  =====================  ================ 
Impairment losses on financial assets                                  (408)                  (301)             (450) 
Finance income                                                            52                     27                54 
Finance expense                                                      (2,253)                  (503)           (2,249) 
Share of post-tax profit of equity accounted 
 associates                                                               91                     20                55 
Share of post-tax loss of equity accounted 
 joint ventures                                                        (384)                      -             (149) 
Fair value gains / (losses)                                              886                  (110)           (1,916) 
Profit before tax                                                     15,279                  8,923            18,406 
Tax expense                                                          (3,640)                (3,798)           (6,103) 
===================================================      ===================  =====================  ================ 
Profit for the period                                                 11,639                  5,125            12,303 
=======================================================  ===================  =====================  ================ 
Other comprehensive income 
Items that will not be reclassified to profit 
 or loss: 
Remeasurements of defined benefit pension schemes                         26                (1,987)           (1,970) 
Deferred tax on remeasurement of defined benefit 
 pension schemes                                                         (5)                    378               374 
Fair value gain on investments in equity instruments 
 designated as FVTOCI                                                      -                      -                53 
=======================================================  ===================  =====================  ================ 
Other comprehensive income for the period                                 21                (1,609)           (1,543) 
=======================================================  ===================  =====================  ================ 
Total comprehensive income/ (loss)                                    11,660                  3,516            10,760 
=======================================================  ===================  =====================  ================ 
 
Profit/ (loss) for the year attributable 
 to: 
                                                         =================== 
Equity holders of the parent                                          11,661                  5,160            12,387 
Non-controlling interests                                               (22)                   (35)              (84) 
===================================================      ===================  =====================  ================ 
                                                                      11,639                  5,125            12,303 
===================================================      ===================  =====================  ================ 
Total comprehensive income/ (loss) attributable 
 to: 
                                                         =================== 
Equity holders of the parent                                          11,682                  3,551            10,844 
Non-controlling interests                                               (22)                   (35)              (84) 
===================================================      ===================  =====================  ================ 
                                                                      11,660                  3,516            10,760 
                                                         =================== 
 
 
 
Earnings per share 
====================================      =====  ======  ======= 
                                           3.90 
Basic earnings per share               7      p  1.95 p   4.40 p 
====================================      =====  ======  ======= 
                                           3.83 
Diluted earnings per share             7      p  1.92 p   4.32 p 
====================================      =====  ======  ======= 
                                           6.00 
Adjusted basic earnings per share      7      p  4.89 p  10.06 p 
====================================      =====  ======  ======= 
                                           5.89 
Adjusted diluted earnings per share    7      p  4.80 p   9.86 p 
====================================      =====  ======  ======= 
 

Adjusted profit

Adjusted profit excludes those items that are not considered to be directly attributable to the Group's underlying trade. It can be reconciled to statutory profit after tax as follows:

 
                                                                           6 months 
                                                                              ended        Year ended 
                                                            6 months        30 Sept          31 March 
                                                               ended           2021              2022 
                                                             30 Sept 
                                                                2022     (Restated)         (Audited) 
                                                             GBP'000        GBP'000           GBP'000 
==================================================      ============  =============  ================ 
Profit for the period                                         11,639          5,125            12,303 
Acquisition costs                                                171            999             1,139 
Re-financing costs                                                 -              -                97 
Earn-out consideration classified as 
 remuneration under IFRS 3                                     2,167          2,167             4,333 
Share-based payment expense (including 
 employer NI)                                                    571            880             1,597 
Amortisation and impairment of intangible 
 assets                                                        3,844          2,635             6,349 
Unwinding of discount on contingent consideration              1,332             48               938 
Share of post-tax profit of equity accounted 
 associates                                                     (91)           (20)              (55) 
Fair value (gains)/ losses on contingent 
 consideration                                                 (886)            110             1,916 
Tax on adjusting items                                         (844)            938             (391) 
======================================================  ============  =============  ================ 
Adjusted profit for the period                                17,903         12,882            28,226 
======================================================  ============  =============  ================ 
Share of post-tax loss of equity accounted 
 joint ventures                                                    -              -               149 
Depreciation and amortisation                                  2,278          1,357             3,342 
Finance income                                                  (52)           (27)              (54) 
Finance expense                                                  921            455             1,311 
Tax expense                                                    4,484          2,860             6,494 
======================================================  ============  =============  ================ 
Adjusted EBITDA                                               25,534         17,527            39,468 
======================================================  ============  =============  ================ 
 

Adjusted EBITDA reflects earnings before interest, tax, depreciation, amortisation and other items considered non-operational in nature. A reconciliation between adjusted EBITDA and statutory profit before tax is included in note 5.

Condensed Consolidated Balance Sheet

 
    Six months ended 30 September 2022 (unaudited) 
 
                                                               6 months              6 months 
                                                                  ended                 ended      Year ended 
                                                                30 Sept               30 Sept        31 March 
                                                                   2022                  2021            2022 
                                                                GBP'000            (Restated)       (Audited) 
                                             Notes                                    GBP'000         GBP'000 
==================================================  ===================  ====================  ============== 
Non-current assets 
Property, plant and equipment                                    23,363                15,860          18,555 
Right of use assets                                              12,489                10,576          12,162 
Intangible assets                                               158,895               133,061         150,585 
Investments in equity accounted associates                          321                   241             261 
Investments in equity accounted joint ventures                    2,600                     -             279 
Investments in financial assets                                     178                   125             178 
Deferred tax assets                                                   -                    98               - 
Trade and other receivables                                       1,344                   491           1,023 
==================================================  ===================  ====================  ============== 
Total non-current assets                                        199,190               160,452         183,043 
==================================================  ===================  ====================  ============== 
Current assets 
Inventories                                                      36,579                26,807          28,120 
Trade and other receivables                                     131,970               118,788         131,202 
Employee benefits                                                   660                   833             781 
Current income tax assets                                             -                     -             101 
Cash and cash equivalents                                         6,698                18,389          25,028 
==============================================      ===================  ====================  ============== 
Total current assets                                            175,907               164,817         185,232 
==================================================  ===================  ====================  ============== 
Total assets                                                    375,097               325,269         368,275 
==================================================  ===================  ====================  ============== 
Current liabilities 
Trade and other payables                                      (126,685)             (125,162)       (140,046) 
Current income tax liabilities                                    (756)               (1,283)               - 
Lease liabilities                                               (2,289)               (1,825)         (2,216) 
==============================================      ===================  ====================  ============== 
Total current liabilities                                     (129,730)             (128,270)       (142,262) 
==================================================  ===================  ====================  ============== 
Non-current liabilities 
Trade and other payables                                       (21,559)               (4,490)        (17,717) 
Loans and borrowings                            10             (33,820)              (15,160)        (24,240) 
Lease liabilities                                              (10,813)               (9,233)        (10,417) 
Provisions                                                      (1,413)               (1,694)         (1,728) 
Deferred tax liabilities                                       (16,722)              (17,429)        (17,427) 
Total non-current liabilities                                  (84,327)              (48,006)        (71,529) 
==================================================  ===================  ====================  ============== 
Total liabilities                                             (214,057)             (176,276)       (213,791) 
==================================================  ===================  ====================  ============== 
Net assets                                                      161,040               148,993         154,484 
==================================================  ===================  ====================  ============== 
 
 
Equity 
Called up share capital                          2,997    2,982    2,985 
Share premium account                          102,633  102,134  102,146 
Capital redemption reserve                           2        2        2 
Share-based payment reserve                      2,438      832    1,930 
Merger reserve                                  11,146   11,146   11,146 
Retained earnings                               41,936   31,938   36,365 
=============================================  =======  =======  ======= 
Equity attributable to equity holders of the 
 parent                                        161,152  149,034  154,574 
=============================================  =======  =======  ======= 
Non-controlling interests                        (112)     (41)     (90) 
=============================================  =======  =======  ======= 
Total equity                                   161,040  148,993  154,484 
=============================================  =======  =======  ======= 
 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 September 2022 (unaudited)

 
                                                                                       Total 
                                                                                attributable 
                                                                                   to equity 
                          Share                                                      holders 
       Share            premium      Capital   Share-based    Merger  Retained        of the  Non-controlling 
     capital            account   redemption      payments   reserve  Earnings        parent         interest    Total 
     GBP'000            GBP'000      GBP'000       GBP'000   GBP'000   GBP'000       GBP'000          GBP'000  GBP'000 
 
 
At 1 April 2021                2,305      49,999  2  266   1,245   31,623   85,440   (6)   85,434 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
Profit for the six 
 months to 30 September 
 2021 (as restated)                -           -  -    -       -    5,160    5,160  (35)    5,125 
Other comprehensive 
 income for the six 
 months to 30 September 
 2021 (as restated)                -           -  -    -       -  (1,609)  (1,609)     -  (1,609) 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
Total comprehensive 
 income for the period             -           -  -    -       -    3,551    3,551  (35)    3,516 
Dividends paid                     -           -  -    -       -  (3,236)  (3,236)     -  (3,236) 
Issue of paid shares             578      54,422  -    -       -        -   55,000     -   55,000 
Issue of consideration 
 shares                           99           -  -    -   9,901        -   10,000     -   10,000 
Share issue costs                  -     (2,287)  -    -       -        -  (2,287)     -  (2,287) 
Increase in share-based 
 payment reserve                   -           -  -  566       -        -      566     -      566 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
Total contributions 
 by and distributions 
 to owners                       677      52,135  -  566   9,901  (3,236)   60,043     -   60,043 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
At 30 September 2021 
 (restated)                    2,982     102,134  2  832  11,146   31,938  149,034  (41)  148,993 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
Profit for the six 
 months to 31 March 
 2022                              -           -  -    -       -    7,227    7,227  (49)    7,178 
Other comprehensive 
 income for the six 
 months to 31 March 
 2022                              -           -  -    -       -       66       66     -       66 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
Total comprehensive 
 income for the six 
 months to 31 March 
 2022                              -           -  -    -       -    7,293    7,293  (49)    7,244 
Dividends paid                     -           -  -    -       -  (2,866)  (2,866)     -  (2,866) 
Issue of shares on 
 exercise of share 
 options                           3          12  -    -       -        -       15     -       15 
Equity settled share-based 
 payments                          -           -  -  607       -        -      607     -      607 
Deferred tax on share-based 
 payment transactions              -           -  -  491       -        -      491     -      491 
Total contributions 
 by and distributions 
 to owners                         3          12  -1,098       -  (2,866)  (1,753)     -  (1,753) 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
At 31 March 2022               2,985     102,146  21,930  11,146   36,365  154,574  (90)  154,484 
=============================  =====  ==========   =====  ======  =======  =======  ====  ======= 
 
 
At 1 April 2022                2,985  102,146  21,930  11,146   36,365  154,574   (90)  154,484 
=============================  =====  =======   =====  ======  =======  =======  =====  ======= 
Profit for the six 
 months to 30 September 
 2022                              -        -  -    -       -   11,661   11,661   (22)   11,639 
Other comprehensive 
 income for the six 
 months to 30 September 
 2022                              -        -  -    -       -       21       21      -       21 
=============================  =====  =======   =====  ======  =======  =======  =====  ======= 
Total comprehensive 
 income for the period             -        -  -    -       -   11,682   11,682   (22)   11,660 
Dividends paid                     -        -  -    -       -  (6,111)  (6,111)      -  (6,111) 
Issue of shares on 
 exercise of share 
 options                          12      487  -    -       -        -      499      -      499 
Equity settled share-based 
 payments                          -        -  -  670       -        -      670      -      670 
Deferred tax on share-based 
 payment transactions              -     -     -(162)       -        -    (162)      -    (162) 
=============================  =====  =======   =====  ======  =======  =======  =====  ======= 
Total contributions 
 by and distributions 
 to owners                        12      487  -  508       -  (6,111)  (5,104)      -  (5,104) 
=============================  =====  =======   =====  ======  =======  =======  =====  ======= 
At 30 September 2022           2,997  102,633  22,438  11,146   41,936  161,152  (112)  161,040 
=============================  =====  =======   =====  ======  =======  =======  =====  ======= 
 

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 September 2022 (unaudited)

 
 
                                                                                            6 months 
                                                                                               ended        Year ended 
                                                                             6 months        30 Sept          31 March 
                                                                                ended           2021              2022 
                                                                              30 Sept 
                                                                                 2022     (Restated)         (Audited) 
                                                                              GBP'000        GBP'000           GBP'000 
===========================================  ===================  ===================  =============  ================ 
Operating activities 
Profit for the period                                                          11,639          5,125            12,303 
Adjustments for: 
      Depreciation of property, plant and equipment                               940            472             1,143 
      Depreciation of right of use assets                                       1,338            885             2,136 
      Amortisation of intangible assets                                         3,844          2,635             6,396 
      Gain on disposal of property, plant & 
       equipment                                                                 (31)            (6)              (75) 
      and right of use assets 
      Foreign exchange losses/ (gains)                                            138           (13)              (27) 
      Share-based payments expense                                                571            880             1,597 
      Other operating income                                                        -              -              (27) 
      Share of post-tax profit in equity accounted 
       associates                                                                (91)           (20)              (55) 
      Share of post-tax loss in equity accounted 
       joint ventures                                                             384              -               149 
      Impairment of goodwill                                                        -              -                16 
      Fair value changes in contingent consideration                            (886)            110             1,916 
      Movements in provisions                                                   (315)           (22)                12 
      Finance income                                                             (52)           (27)              (54) 
      Finance expense                                                           2,253            503             2,249 
      Acquisition expenses                                                        171            999             1,236 
      Income tax expense                                                        3,640          3,798             6,103 
      Pension charge in excess of contributions 
       paid                                                                       155             47               140 
Operating cash flows before movements 
 in working capital                                                            23,698         15,366            35,158 
Changes in working capital: 
      Increase in inventories                                                 (4,284)        (5,540)           (6,700) 
      Decrease/ (Increase) in trade and other 
       receivables                                                              8,949       (11,263)          (22,194) 
      (Decrease)/ Increase in trade and other 
       payables                                                              (22,071)          8,397            21,234 
================================================================  ===================  =============  ================ 
Cash generated from operations                                                  6,292          6,960            27,498 
Payment of exceptional acquisition expenses                                     (171)          (999)           (1,139) 
Interest received                                                                   8             15                18 
Interest paid                                                                       -          (161)                 - 
Income taxes paid                                                             (5,047)        (2,541)           (7,256) 
================================================================  ===================  =============  ================ 
Net cash generated from operating activities                                    1,082          3,274            19,121 
================================================================  ===================  =============  ================ 
 
 
Investing activities 
Purchase of property, plant and equipment                               (5,582)   (3,589)   (6,317) 
Proceeds from sale of property, plant and 
 equipment                                                                   86        35       187 
Purchase of intangible assets                                             (264)               (488) 
Acquisition of subsidiaries                                            (15,403)  (39,467)  (50,292) 
Net cash acquired with subsidiary undertakings                            4,722     2,679     3,422 
Acquisition of interests in joint ventures                              (2,608)         -     (428) 
Proceeds from repayment of directors' loans                                   -         -       978 
Dividends received from associates                                           30         -        15 
Net cash used in investing activities                                  (19,019)  (40,342)  (52,923) 
=====================================================================  ========  ========  ======== 
Financing activities 
Equity dividends paid                                                   (6,111)   (3,236)   (6,102) 
Proceeds from issue of ordinary shares net of 
 share issue costs                                                          499    52,714    52,728 
Payment of financing costs                                                    -         -      (97) 
Proceeds from bank borrowings                                            53,000    41,100    52,100 
Repayment of bank borrowings                                           (43,500)  (41,400)  (43,400) 
Payment of lease liabilities                                            (1,357)   (1,094)   (2,103) 
Payment of deferred and contingent consideration                        (2,038)     (847)   (1,358) 
Interest paid                                                             (882)         -   (1,139) 
Payment of transaction costs relating to loans 
 and borrowings                                                               -     (375)     (375) 
Net cash generated from/ (used in) financing 
 activities                                                               (389)    46,862    50,254 
=============================================================  ======  ========  ========  ======== 
Net increase/ (decrease) in cash and cash equivalents                  (18,326)     9,794    16,452 
Cash and cash equivalents at beginning of period                         25,028     8,592     8,592 
Effect of changes in foreign exchange rates                                 (4)         3      (16) 
Cash and cash equivalents at end of period                                6,698    18,389    25,028 
=============================================================  ======  ========  ========  ======== 
 
 
 

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended 30 September 2022 (unaudited)

   1.     General Information 

Brickability Group PLC (the 'Company' or the 'Group') is a public company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 (registration number 11123804) and registered in England and Wales. The registered office address is c/o Brickability Limited, South Road, Bridgend Industrial Estate, Bridgend, United Kingdom, CF31 3XG.

Copies of this Interim Report may be obtained from the registered address or from the Investors section of the Company's website at www.brickabilitygroupplc.com.

   2.     Basis of Preparation 

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 March 2022. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understanding changes in the Group's financial position and performance since the last annual financial statements.

The Annual Report and Accounts for the year ended 31 March 2022 was audited and has been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for the year ended 31 March 2022 was not qualified and did not contain statements under s498(2) or (3) of the Companies Act 2006.

The financial information for the six months ended 30 September 2022 and 30 September 2021 is unaudited and has not been reviewed by the Company's auditors.

The interim financial statements are presented in pounds sterling, which is the functional currency of the Group. Amounts are rounded to the nearest thousand, unless otherwise stated.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis in preparing these interim financial statements.

   3.     Significant Accounting Policies 

The Group has applied the same accounting policies in these interim financial statements as in its 2022 annual financial statements. There have been no significant amendments or new standards introduced during the period that would have a material impact on the amounts reported.

   4.     Use of judgements and estimates 

The significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty for the interim financial statements are the same as those described in the 2022 annual financial statements.

   5.     Segmental analysis 

During the period, the Group changed its reportable segments due to increasing diversification following recent acquisitions. It now has four reportable divisions as follows:

-- Bricks and Building Materials, which incorporates the sale of superior quality building materials to all sectors of the construction industry including national house builders, developers, contractors, general builders and retail to members of the public;

-- Importing, which is primarily responsible for importing building products, not otherwise available in the UK, to complement traditional and contemporary architecture;

-- Distribution, which focuses on the sale and distribution of a wide range of products, including windows, doors, radiators and associated parts and accessories; and

-- Contracting, which provides flooring and roofing construction services, primarily within the residential construction sector.

This is the first time results have been presented in these divisions and thus the results reported for previous periods have also been re-presented for comparison purposes. Revenues and profits are reported in the same manner as that reported internally to the Board, as the Group's Chief Operating Decision-Maker (CODM).

 
                                                     6 months ended 30 September 2022 
                      ============================================================================================== 
 
                               Bricks                                                         Central 
                         and Building                                                       and group 
                            Materials     Importing     Distribution     Contracting     eliminations     Consolidated 
                              GBP'000       GBP'000          GBP'000         GBP'000          GBP'000          GBP'000 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Revenue from sale 
  of goods                    270,101        42,865           27,259               -         (17,465)          322,760 
 Revenue from 
  rendering 
  of services                       -        11,260            3,782          19,880          (5,013)           29,909 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Total revenue                270,101        54,125           31,041          19,880         (22,478)          352,669 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Adjusted EBITDA               15,704         5,424            4,953           2,565          (3,112)           25,534 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Depreciation and 
  amortisation                                                                                                 (6,122) 
 Acquisition costs                                                                                               (171) 
 Earn out 
  consideration 
  classified as 
  remuneration 
  under IFRS 3                                                                                                 (2,167) 
 Share-based payment 
  expense                                                                                                        (571) 
 Finance income                                                                                                     52 
 Finance expense                                                                                               (2,253) 
 Share of results of 
  associates                                                                                                        91 
 Fair value gains 
  and losses                                                                                                       886 
 Group profit before 
  tax                                                                                                           15,279 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 
 
 
                                              6 months ended 30 September 2021 (Re-presented) 
                      ============================================================================================== 
 
                               Bricks                                                         Central 
                         and Building                                                       and group 
                            Materials     Importing     Distribution     Contracting     eliminations     Consolidated 
                              GBP'000       GBP'000          GBP'000         GBP'000          GBP'000          GBP'000 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Revenue from sale 
  of goods                    171,713        25,525           20,666               -          (9,463)          208,441 
 Revenue from 
  rendering 
  of services                       -         6,609                -          10,505          (2,052)           15,062 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Total revenue                171,713        32,134           20,666          10,505         (11,515)          223,503 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Adjusted EBITDA               11,261         3,151            3,918             949          (1,752)           17,527 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Depreciation and 
  amortisation                                                                                                 (3,992) 
 Acquisition costs                                                                                               (999) 
 Earn out 
  consideration 
  classified as 
  remuneration 
  under IFRS 3                                                                                                 (2,167) 
 Share-based payment 
  expense                                                                                                        (880) 
 Finance income                                                                                                     27 
 Finance expense                                                                                                 (503) 
 Share of results of 
  associates                                                                                                        20 
 Fair value gains 
  and losses                                                                                                     (110) 
 Group profit before 
  tax                                                                                                            8,923 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 
 
 
                                                  Year ended 31 March 2022 (Re-presented) 
                      ============================================================================================== 
 
                               Bricks                                                         Central 
                         and Building                                                       and group 
                            Materials     Importing     Distribution     Contracting     eliminations     Consolidated 
                              GBP'000       GBP'000          GBP'000         GBP'000          GBP'000          GBP'000 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Revenue from sale 
  of goods                    404,582        56,826           44,206               -         (22,945)          482,669 
 Revenue from 
  rendering 
  of services                       -        15,454            2,820          24,788          (5,562)           37,500 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Total revenue                404,582        72,280           47,026          24,788         (28,507)          520,169 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Adjusted EBITDA               24,317         8,273            7,849           2,680          (3,651)           39,468 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 Depreciation and 
  amortisation                                                                                                 (9,691) 
 Acquisition and 
  re-financing 
  costs                                                                                                        (1,236) 
 Earn out 
  consideration 
  classified as 
  remuneration 
  under IFRS 3                                                                                                 (4,333) 
 Share-based payment 
  expense                                                                                                      (1,597) 
 Finance income                                                                                                     54 
 Finance expense                                                                                               (2,249) 
 Share of results of 
  associates                                                                                                        55 
 Share of results of 
  joint 
  ventures                                                                                                       (149) 
 Fair value gains 
  and losses                                                                                                   (1,916) 
 Group profit before 
  tax                                                                                                           18,406 
====================  ===============  ============  ===============  ==============  ===============  =============== 
 
 
 
                                                        6 months ended 30 September 2022 
                           ========================================================================================= 
 
                                    Bricks 
                              and Building 
                                 Materials     Importing     Distribution     Contracting     Central     Consolidated 
                                   GBP'000       GBP'000          GBP'000         GBP'000     GBP'000          GBP'000 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Non-current segment 
  assets                            80,812        28,263           52,809          30,264       3,943          196,091 
 Current segment assets            111,735        30,849           23,043          10,281           -          175,907 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Total segment assets              192,547        59,112           75,852          40,545       3,943          371,998 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Investment in associates                                                                                          321 
 Investment in joint 
  ventures                                                                                                       2,600 
 Investments in financial 
  assets                                                                                                           178 
 Group assets                                                                                                  375,097 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 
 Total segment 
  liabilities                     (99,418)      (26,196)         (10,994)         (5,307)    (21,600)        (163,515) 
 Loans and borrowings 
  (excluding leases)                                                                                          (33,820) 
 Deferred tax liabilities                                                                                     (16,722) 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Group liabilities                                                                                           (214,057) 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 
 
 
                                                6 months ended 30 September 2021 (Re-presented) 
                           ========================================================================================= 
 
                                    Bricks 
                              and Building 
                                 Materials     Importing     Distribution     Contracting     Central     Consolidated 
                                   GBP'000       GBP'000          GBP'000         GBP'000     GBP'000          GBP'000 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Non-current segment 
  assets                            83,923        14,296           38,040          23,729           -          159,988 
 Current segment assets            124,875        14,526           17,643           6,818         955          164,817 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Total segment assets              208,798        28,822           55,683          30,547         955          324,805 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Investment in associates                                                                                          241 
 Investments in financial 
  assets                                                                                                           125 
 Deferred tax assets                                                                                                98 
 Group assets                                                                                                  325,269 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 
 Total segment 
  liabilities                     (93,743)      (11,960)         (10,951)         (3,780)    (23,253)        (143,687) 
 Loans and borrowings 
  (excluding leases)                                                                                          (15,160) 
 Deferred tax liabilities                                                                                     (17,429) 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Group liabilities                                                                                           (176,276) 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 
 
 
                                                    Year ended 31 March 2022 (Re-presented) 
                           ========================================================================================= 
 
                                    Bricks 
                              and Building 
                                 Materials     Importing     Distribution     Contracting     Central     Consolidated 
                                   GBP'000       GBP'000          GBP'000         GBP'000     GBP'000          GBP'000 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Non-current segment 
  assets                            82,280        16,123           52,901          30,490         531          182,325 
 Current segment assets            131,498        17,258           25,258          10,143       1,075          185,232 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Total segment assets              213,778        33,381           78,159          40,633       1,606          367,557 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Investment in associates                                                                                          261 
 Investment in joint 
  ventures                                                                                                         279 
 Investments in financial 
  assets                                                                                                           178 
 Deferred tax assets                                                                                                 - 
 Group assets                                                                                                  368,275 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 
 Total segment 
  liabilities                     (99,360)      (15,433)          (4,357)         (4,720)    (48,254)        (172,124) 
 Loans and borrowings 
  (excluding leases)                                                                                          (24,240) 
 Deferred tax liabilities                                                                                     (17,427) 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 Group liabilities                                                                                           (213,791) 
=========================  ===============  ============  ===============  ==============  ==========  =============== 
 
 
   6.     Dividends 
 
                                                                                                       Year ended 
                                                                            6 months    6 months         31 March 
                                                                               ended       ended             2022 
                                                                             30 Sept     30 Sept 
                                                                                2022        2021        (Audited) 
                                                                             GBP'000     GBP'000          GBP'000 
=============================================  ===================  ===  ===========  ==========  =============== 
Amounts recognised as distributions to 
 equity holders in the period: 
Final dividend for the year ended 31 March 
 2022 of 1.0850p per share 
 (30 Sept 2021: for the year ended 31 March 
 2021 of 1.0850p per share) 
 (31 March 2022: for the year ended 31 March 
 2021 of 1.0850p per share)                                                    6,111       3,236            3,236 
Interim dividend for the year ended 31 March 
 2023 
 (31 March 2022: for the year ended 31 March 
 2022 of 0.96p per share)                                                          -           -            2,866 
=======================================================================  ===========  ==========  =============== 
Total dividends paid during the period                                         6,111       3,236            6,102 
=======================================================================  ===========  ==========  =============== 
 

The Directors recommend that an interim dividend of 1.01p per ordinary share be paid for the year ended 31 March 2023. This dividend has not been included as a liability in these interim financial statements.

   7.     Earnings per share 

Earnings per share (EPS) is calculated by dividing the profit for the year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the profit for the year, attributable to ordinary equity holders, by the weighted average number of ordinary shares outstanding during the year 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 calculation of basic and diluted earnings per share is based on the following data:

 
                                                                     6 months ended 30 September 
                                                                                 2021 
                              6 months ended 30 September 
                              2022                                            (Restated) 
                            ==================================  ==================================== 
                                           Weighted                            Weighted 
                                            average   Earnings                  average 
                                             number        per                   number     Earnings 
                             Earnings            of      share   Earnings            of    per share 
                              GBP'000        shares        (p)    GBP'000        shares          (p) 
==========================  =========  ============  =========  =========  ============  =========== 
 Basic earnings per share      11,661   298,826,434       3.90      5,160   264,356,685         1.95 
 Effect of dilutive 
  securities 
  Employee share options            -     5,411,479          -          -     5,017,128            - 
 Diluted earnings per 
  share                        11,661   304,237,913       3.83      5,160   269,373,813         1.92 
==========================  =========  ============  =========  =========  ============  =========== 
 
 
                                    Year ended 31 March 
                                       2022 (Audited) 
                            ================================== 
                                           Weighted 
                                            average   Earnings 
                                             number        per 
                             Earnings            of      share 
                              GBP'000        shares        (p) 
==========================  =========  ============  ========= 
 Basic earnings per share      12,387   281,474,903       4.40 
 Effect of dilutive 
  securities                        -     5,512,650          - 
  Employee share options 
 Diluted earnings per 
  share                        12,387   286,987,553       4.32 
==========================  =========  ============  ========= 
 

Adjusted earnings per share and adjusted diluted earnings per share, based on the adjusted profit attributable to the equity holders of the parent (adjusted profit for the period add non-controlling interest share of loss), is based on the following data:

 
                                                                          6 months ended 30 September 
                                                                                      2021 
                                   6 months ended 30 September 
                                   2022                                            (Restated) 
                                 ==================================  ==================================== 
                                                Weighted                            Weighted 
                                                 average   Earnings                  average 
                                                  number        per                   number     Earnings 
                                  Earnings            of      share   Earnings            of    per share 
                                   GBP'000        shares        (p)    GBP'000        shares          (p) 
===============================  =========  ============  =========  =========  ============  =========== 
 Adjusted basic earnings 
  per share                         17,925   298,826,434       6.00     12,917   264,356,685         4.89 
 Effect of dilutive securities 
  Employee share options                 -     5,411,479          -          -     5,017,128            - 
 Adjusted diluted earnings 
  per share                         17,925   304,237,913       5.89     12,917   269,373,813         4.80 
===============================  =========  ============  =========  =========  ============  =========== 
 
 
                                         Year ended 31 March 
                                            2022 (Audited) 
                                 ================================== 
                                                Weighted 
                                                 average   Earnings 
                                                  number        per 
                                  Earnings            of      share 
                                   GBP'000        shares        (p) 
===============================  =========  ============  ========= 
 Adjusted basic earnings 
  per share                         28,310   281,474,903      10.06 
 Effect of dilutive securities 
  Employee share options                 -     5,512,650          - 
 Adjusted diluted earnings 
  per share                         28,310   286,987,553       9.86 
===============================  =========  ============  ========= 
 
   8.     Business combinations 

The Group acquired the entire share capital and 100% of the voting rights in the following companies during the period:

 
                               Acquisition 
Company acquired                date 
=============================  ============== 
Modular Clay Products Limited     31 May 2022 
E. T. Clay Products Limited    30 September 
                                2022 
Heritage Clay Tiles Limited    30 September 
                                2022 
=============================  ============== 
 

The book value of the assets acquired and liabilities assumed on acquisition are as follows:

 
                                                                      Heritage 
                                           Modular            E. T.       Clay 
                                     Clay Products    Clay Products      Tiles 
                                           Limited          Limited    Limited 
                                           GBP'000          GBP'000    GBP'000 
================================   ===============  ===============  ========= 
 Property plant and equipment                   16              157         29 
 Right of use assets                            28                -          - 
 Inventory                                     164            2,838      1,172 
 Trade and other receivables                 2,569            8,651      1,072 
 Cash and cash equivalents                   4,205              627      (109) 
 Trade and other payables                  (1,785)          (5,524)    (2,214) 
 Current income tax liabilities              (514)            (878)       (37) 
 Lease liabilities                            (28)                -          - 
 Deferred tax                                    8             (31)      60 
=================================  ===============  ===============  ========= 
 Total identifiable net assets/ 
  ( liabilities )                            4,663            5,840       (27) 
=================================  ===============  ===============  ========= 
 Goodwill                                    5,010            5,868      1,012 
=================================  ===============  ===============  ========= 
 Total consideration                         9,673           11,708        985 
=================================  ===============  ===============  ========= 
 
 
 Satisfied by: 
 Cash paid                        7,283    7,490   630 
 Deferred cash consideration          -    1,008    85 
 Contingent consideration         2,390    3,210   270 
===============================  ======  =======  ==== 
 Total consideration              9,673   11,708   985 
===============================  ======  =======  ==== 
 

Due to the timing of the acquisitions, a detailed assessment of the fair value of all identifiable net assets, and the value of any uncollectable contractual cash flows, has not yet been completed at the date of these interim financial statements. The goodwill figure is therefore expected to change. Residual goodwill will primarily comprise the value of the assembled workforce and expected synergies arising from the acquisition. None of the goodwill is expected to be deductible for tax purposes.

The above consideration is subject to post completion adjustments and the deferred and contingent consideration is undiscounted.

The acquisitions were carried out in order to expand the Group's presence in the specification market and further broaden the Group's access to manufacturers outside of the UK.

Included in the consolidated financial statements are the following amounts of revenue and profit in respect of the subsidiaries acquired:

 
                                                    Heritage 
                         Modular            E. T.       Clay 
                   Clay Products    Clay Products      Tiles 
                         Limited          Limited    Limited 
                         GBP'000          GBP'000    GBP'000 
===========      ===============  ===============  ========= 
 Revenue                   5,088                -          - 
===========      ===============  ===============  ========= 
 Net profit                  829                -          - 
===========      ===============  ===============  ========= 
 

Had the current year business combinations taken place at the beginning of the financial period, the Group's revenue for the period would have been GBP379,958,000 and Group profit would have been GBP14,379,000.

Acquisition related costs in connection with the above companies, included in administrative expenses, amounted to GBP171,000 as shown below. Due to the timing of the acquisitions, not all costs have been invoiced or finalised at the time of approving these interim financial statements.

 
                                                          Heritage 
                               Modular            E. T.       Clay 
                         Clay Products    Clay Products      Tiles 
                               Limited          Limited    Limited 
                               GBP'000          GBP'000    GBP'000 
===================    ===============  ===============  ========= 
 Acquisition costs                 100               60         11 
=====================  ===============  ===============  ========= 
 

Contingent consideration

The Group has entered into contingent consideration arrangements during the purchase of several subsidiaries. Final amounts payable under these agreements are all subject to future performance and the acquired business achieving pre-determined EBITDA targets, over the three years following acquisition, with the exception of HBS NE Limited which is over five years.

The fair value of all contingent consideration is based on a discounting cash flow model, applying a discount rate of between 1.7% and 23.6% to the expected future cash flows.

Summarised below are the fair values of the contingent consideration at both acquisition and reporting date, the potential undiscounted amount payable and the discount rates applied within the discounting cash flow models, for each acquisition where contingent consideration arrangements remain in place.

 
 
 
                                                                                          Undiscounted    Undiscounted 
                                                                                                amount          amount 
                        Discount          Fair value       Fair value       Fair value         payable         payable 
                            rate                  at  at 30 September  at 30 September    30 September    30 September 
Company                                  acquisition             2022             2021            2022            2021 
acquired                                     GBP'000          GBP'000          GBP'000         GBP'000         GBP'000 
===============  ===============  ==================  ===============  ===============  ==============  ============== 
U Plastics 
 Limited                    3.5%               2,208            1,100            2,306           1,116           2,400 
Bathroom Barn 
 Limited                    1.7%                 231               98              227             100             233 
McCann 
 Logistics Ltd              1.7%                 889            1,584              890           1,604             913 
Taylor Maxwell 
 Group 
 (2017) Limited             4.1%                   -              431                -             435               - 
SBS Cladding 
 Limited                    4.1%               1,845            1,434                -           1,500               - 
Leadcraft 
 Limited                   10.4%                 722              700                -             861               - 
                           16.1% 
HBS NE Limited                 -              10,069           11,287                -          21,513               - 
                           23.6% 
Beacon Roofing            4.1% - 
 Limited                   10.4%               1,172            1,933                -           2,355               - 
 
 

As noted above, the amounts included in respect of Modular Clay Products Limited, E. T. Clay Products Limited and Heritage Clay Tiles Limited are undiscounted, pending completion of a detailed fair value assessment.

The amounts for Beacon Roofing Limited, which was acquired on 31 March 2022, are also subject to completion of a detailed fair value assessment which is in progress at the time of preparing these interim financial statements.

The total potential undiscounted amount payable in respect of U Plastics ranges from GBP246,000 to GBP2,400,000 (2021: GBP246,000 to GBP2,400,000). The amount payable for SBS Cladding Limited ranges from GBP500,000 to GBP2,000,000. It is not possible to determine a range of outcomes for the other companies acquired as the arrangements do not contain a maximum payable.

The acquisition of Taylor Maxwell Group (2017) Limited is also subject to further payments depending on future performance, ranging from GBPnil to GBP13,000,000, over the three years following acquisition. Based on current interpretation guidance concerning contingent payments to employees under IFRS 3, the earn-out amounts payable are recognised in profit or loss over the earn-out period as remuneration costs. This is due to the inclusion of a 'bad leaver' clause in the share purchase agreement, under which the earn-out consideration payment is forfeited. The earn-out consideration is therefore deemed to effectively be contingent on the continued employment of the seller and the seller not being considered a 'bad leaver'. The anticipated total amount payable, however, is not expected to change due to other clauses and payment terms within the share purchase agreement. A charge of GBP2,167,000 has been recognised in the period ended 30 September 2022 in respect of this earn-out consideration, presented within other administrative expenses.

A sensitivity in respect of the inputs into the discounted cash flow model, determining the contingent consideration, is outlined in note 9.

Business combinations completed in prior periods

Taylor Maxwell Group (2017) Limited

The Group acquired 100% of the share capital and voting rights in Taylor Maxwell Group (2017) Limited on 30 June 2021. As disclosed in the 2021 interim financial statements, the value of the identifiable net assets of Taylor Maxwell had been included at 30 September 2021 on a provisional basis as an independent valuation of the fair value of was ongoing at the time of preparing the interim financial statements. The values were, however, finalised before reporting the Group's annual results to 31 March 2022.

Details of the revised fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

 
                                     Book value                Restated 
                                     originally                    fair 
                                       reported   Adjustment      value 
                                        GBP'000      GBP'000    GBP'000 
================================   ============  ===========  ========= 
 Property plant and equipment             3,519            -      3,519 
 Right of use assets                      2,971            6      2,977 
 Identifiable intangible assets                       42,099     42,099 
 Inventory                                9,126            -      9,126 
 Trade and other receivables             63,939            1     63,940 
 Employee benefits                        2,689          166      2,855 
 Cash and cash equivalents                2,585            1      2,586 
 Trade and other payables              (72,726)      (1,441)   (74,167) 
 Current income tax liabilities           (380)          261      (119) 
 Lease liabilities                      (3,115)          (7)    (3,122) 
 Provisions                                   -        (469)    (469) 
 Deferred tax                             (439)     (10,968)   (11,407) 
=================================  ============  ===========  ========= 
 Total identifiable net assets            8,169       29,649     37,818 
=================================  ============  ===========  ========= 
 Goodwill                                54,086     (42,649)     11,437 
=================================  ============  ===========  ========= 
 Total consideration                     62,255     (13,000)     49,255 
=================================  ============  ===========  ========= 
 
 
 Satisfied by: 
 Cash paid                        36,167      1,947   38,114 
 Share consideration              10,000          -   10,000 
 Deferred cash consideration       3,088    (1,947)    1,141 
 Contingent consideration         13,000   (13,000)        - 
===============================  =======  =========  ======= 
 Total consideration              62,255   (13,000)   49,255 
===============================  =======  =========  ======= 
 

Had the full fair value assessment been carried out prior to announcing the interim results to September 2021, these interim financial statements would have differed as follows:

- GBP2,167,000 would have been recognised in administrative expenses in respect of earn-out consideration payable to the sellers of Taylor Maxwell. As outlined earlier in note 8, earn-out consideration is payable depending on the future performance of the business. Due to a clause in the contract, this earn-out consideration is deemed to be treated as remuneration under IFRS 3, with the cost being accrued in the profit and loss over the earn-out period. This would have also led to a reduction in goodwill and deferred consideration.

- Amortisation amounting to GBP702,000 would have been charged on the intangible assets recognised. A deferred tax credit of GBP133,000 would have also been recognised on the release of the associated deferred tax liability over the intangible assets' useful life.

- A decrease of GBP2,022,000 would have been recognised in the defined benefit pension asset, had the scheme been re-valued at 30 September 2021. This would have resulted in a loss of GBP1,987,000 being recorded in OCI, in respect of the re-measurement of the pension scheme, an increase in administrative expenses of GBP47,000 and an increase in interest income of GBP12,000. In addition, deferred tax would have decreased by GBP378,000 with a corresponding credit within OCI.

Rangeley Holdings Limited and Leadcraft Limited

The Group acquired 100% of the share capital and voting rights in Rangeley Holdings Limited and Leadcraft Limited on 31 July 2021. As disclosed in the 2021 interim financial statements, the value of the identifiable net assets of had also been included at 30 September 2021 on a provisional basis as an independent valuation of the fair value of was ongoing at the time of preparing the interim financial statements. The values were, however, finalised before reporting the Group's annual results to 31 March 2022.

Details of the revised fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

 
                                     Book value                Restated 
                                     originally                    fair 
                                       reported   Adjustment      value 
                                        GBP'000      GBP'000    GBP'000 
================================   ============  ===========  ========= 
 Property plant and equipment               128            -        128 
 Right of use assets                        103           30        133 
 Identifiable intangible assets               -     1,782         1,782 
 Inventory                                   13            -         13 
 Trade and other receivables                778            -        778 
 Cash and cash equivalents                   94            -         94 
 Trade and other payables                 (247)            -      (247) 
 Current income tax liabilities           (138)            -      (138) 
 Lease liabilities                        (103)         (30)      (133) 
 Deferred tax                              (18)        (424)    (442) 
=================================  ============  ===========  ========= 
 Total identifiable net assets              610        1,358      1,968 
=================================  ============  ===========  ========= 
 Goodwill                                 4,890      (1,361)      3,529 
=================================  ============  ===========  ========= 
 Total consideration                      5,500          (3)      5,497 
=================================  ============  ===========  ========= 
 
 
 Satisfied by: 
 Cash paid                        3,300     232   3,532 
 Deferred cash consideration      1,320    (77)   1,243 
 Contingent consideration           880   (158)     722 
===============================  ======  ======  ====== 
 Total consideration              5,500     (3)   5,497 
===============================  ======  ======  ====== 
 

Had the full fair value assessment been carried out prior to announcing the interim results to September 2021, these interim financial statements would have differed as follows:

- Amortisation amounting to GBP36,000 would have been charged on the intangible assets recognised. A deferred tax credit of GBP7,000 would have also been recognised on the release of the associated deferred tax liability over the intangible assets' useful life.

The September 2021 comparatives have been restated in these interim financial statements to reflect the above changes for both acquisitions.

A prior period restatement would usually require the presentation of a third balance sheet at 1 April 2021. However, as the restatement of the provisional fair values would have no impact on the balance sheet at that date, it is not considered that this would provide additional useful information. As such, a third consolidated balance sheet has not been included within these interim financial statements.

   9.     Financial instruments 

Fair values

The significant unobservable inputs used in the fair value measurements categorised within level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis at 30 September and 31 March are shown below:

 
                                                Significant 
Financial           Valuation                  Unobservable          Range/                    Sensitivity of the 
 instrument         technique                        inputs        estimate                   input to fair value 
==============    ===========  ============================  ==============  ==================================== 
Contingent            Present  Assumed probability-adjusted      Sept 2022:               The higher the adjusted 
 Consideration       value of            EBITDA of acquired    GBP435,000 -                    EBITDA, the higher 
 in a business         future                     entities.   GBP53,781,000                                   the 
 combination       cash flows                                                             fair value. If forecast 
 (note 8)                                                        Sept 2021:                EBITDA was 10% higher, 
                                                               GBP1,110,000             while all other variables 
                                                                          -                    remained constant, 
                                                               GBP3,766,000                                   the 
                                                                                                fair value of the 
                                                                March 2022:                    overall contingent 
                                                                 GBP485,000               consideration liability 
                                                                          -                     would increase by 
                                                              GBP55,468,000                   GBP1,486,000 (2021: 
                                                                                               GBP327,000). A 10% 
                                                                                               decrease in EBITDA 
                                                                                                would result in a 
                                                                                        decrease in the liability 
                                                                                           of GBP2,138,000 (2021: 
                                                                                                     GBP335,000). 
                                              Discount rate                                 (March 2022: increase 
                                                                                              of GBP1,982,000 and 
                                                                 Sept 2022:             decrease of GBP2,282,000) 
                                                               1.7% - 23.6% 
                                                                                          The higher the discount 
                                                                 Sept 2021:                   rate, the lower the 
                                                                1.7% - 4.9%                    fair value. If the 
                                                                                            discount rate applied 
                                                                March 2022:                  was 2% higher, while 
                                                               1.7% - 23.6%                   all other variables 
                                                                                               remained constant, 
                                                                                                the fair value of 
                                                                                           the overall contingent 
                                                                                          consideration liability 
                                                                                                would decrease by 
                                                                                                GBP695,000 (2021: 
                                                                                        GBP85,000). A 2% decrease 
                                                                                                in the rate would 
                                                                                            result in an increase 
                                                                                              in the liability of 
                                                                                                GBP629,000 (2021: 
                                                                                                      GBP82,000). 
                                                                                            (March 2022: decrease 
                                                                                                of GBP794,000 and 
                                                                                          increase of GBP730,000) 
==============    ===========  ============================  ==============  ==================================== 
 

Reconciliation of level 3 fair value measurements of financial instruments

 
                                                                                      6 months 
                                                                                         ended       Year ended 
                                                                       6 months        30 Sept         31 March 
                                                                          ended           2021             2022 
                                                                        30 Sept 
                                                                           2022     (Restated)        (Audited) 
  Contingent consideration liability                                    GBP'000        GBP'000          GBP'000 
========================================  ===================  ===  ===========  =============  =============== 
At 1 April                                                               19,581          3,442            3,442 
Additions through business combinations                                   5,870            880           13,808 
Finance expense charged to profit or 
 loss                                                                     1,309             46              900 
Settlement                                                              (1,435)          (175)            (485) 
Fair value (gains)/ losses recognised 
 in profit or loss                                                        (886)            110            1,916 
==================================================================  ===========  =============  =============== 
At 30 September/ 31 March                                                24,439          4,303           19,581 
==================================================================  ===========  =============  =============== 
 

10. Loans and borrowings

 
 
                                                                           Year ended 
                                             6 months       6 months         31 March 
                                                ended          ended             2022 
                                              30 Sept        30 Sept 
                                                 2022           2021        (Audited) 
                                              GBP'000        GBP'000          GBP'000 
========================================  ===========  =============  =============== 
Current loans and borrowings at 1 April             -              -                - 
Non-current loans and borrowings at 
 1 April                                       24,240         15,750           15,750 
                                          ===========  =============  =============== 
Total loans and borrowings at 1 April          24,240         15,750           15,750 
Issue of bank loans                            53,000         41,100           52,100 
Repayment of bank loans                      (43,500)       (41,400)         (43,400) 
Payment of transactions costs                       -          (375)            (375) 
Other movements*                                   80             85              165 
Loans and borrowings at 30 September/ 
 31 March                                      33,820         15,160           24,240 
========================================  ===========  =============  =============== 
 
Analysed as: 
Current loans and borrowings                        -              -                - 
Non-current loans and borrowings               33,820         15,160           24,240 
========================================  ===========  =============  =============== 
Loans and borrowings at 30 September/ 
 31 March                                      33,820         15,160           24,240 
========================================  ===========  =============  =============== 
 

*Other movements relate to interest accrued, arrangement fees incurred and the amortisation of those fees.

The Directors consider that the carrying amount of loans and borrowings approximates to their fair value.

   11.   Pensions 

Defined benefit pension plans

On 30 June 2021, the Group acquired Taylor Maxwell Group (2017) Limited, which operated a defined benefit pension scheme. The Group therefore also acquired the Taylor Maxwell Group Limited Pension and Assurance Scheme which is funded by the payment of contributions to a separately administered trust fund. The defined benefit pension scheme is closed to future accrual. Pension benefits are related to the members' final salary at retirement (or earlier date of leaving or death) and their length of service.

The Group commenced a buy-out process to transfer the risk associated with the scheme to an insurer. As part of this process, a buy-in contract was incepted on 7 July 2021 to meet the future benefits payable and reduce the risk of additional funding being required from the Group. The process is ongoing and is expected to reach full buy-out stage within the next 12 months.

The value of the defined benefit scheme at each reporting date is as follows:

 
                                                                           Year ended 
                                                             6 months        31 March 
                                                                ended            2022 
                                             6 months         30 Sept       (Audited) 
                                                                 2021 
                                                ended      (Restated)         GBP'000 
                                              30 Sept         GBP'000 
                                                 2022 
                                              GBP'000 
==================  ===================  ============  ==============  ============== 
Assets                                          7,481          10,700          10,126 
Liabilities                                   (6,821)         (9,867)         (9,345) 
Pension net asset                                 660             833             781 
=======================================  ============  ==============  ============== 
 

The discount and inflation rate assumptions used in the valuations are as follows:

 
                                                                                               Year ended 
                                                                                 6 months        31 March 
                                                                                    ended            2022 
                                                                 6 months         30 Sept       (Audited) 
                                                                                     2021 
                                                                    ended      (Restated)         GBP'000 
                                                                  30 Sept         GBP'000 
                                                                     2022 
                                                                  GBP'000 
======================================  ===================  ============  ==============  ============== 
Discount rate                                                        5.6%            2.0%            2.6% 
Inflation rate (CPI)                                                 3.4%            3.1%            3.6% 
Pension increases (Post 1988 GMP)                                    2.8%            2.6%            2.8% 
Pension increases (Post 1997 pension)                                3.4%            3.1%            3.6% 
===========================================================  ============  ==============  ============== 
 

The valuations for September 2021 and September 2022 have been prepared using the same methodology as that included in the Annual Report and Accounts for the year ended 31 March 2022. Other principal assumptions, in respect of mortality rates, are consistent with those set out in that Annual Report and Accounts for all periods.

The fair value of the scheme assets is analysed as follows:

 
                                                                                          Year ended 
                                                                            6 months        31 March 
                                                                               ended            2022 
                                                            6 months         30 Sept       (Audited) 
                                                                                2021 
                                                               ended      (Restated)         GBP'000 
                                                             30 Sept         GBP'000 
                                                                2022 
                                                             GBP'000 
=================================  ===================  ============  ==============  ============== 
Cash fund and net current assets                                 834           1,037             980 
Insured annuities                                              6,647           9,663           9,146 
Fair value of scheme assets                                    7,481          10,700          10,126 
======================================================  ============  ==============  ============== 
 
   12.   Related party transactions 

Transactions and balances between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Key management personnel

 
                                                                                            Year ended 
                                                                                              31 March 
                                                                                                  2022 
                                                                 6 months     6 months       (Audited) 
                                                                                 ended 
                                                                    ended      30 Sept         GBP'000 
                                                                                  2021 
                                                                  30 Sept      GBP'000 
                                                                     2022 
                                                                  GBP'000 
======================================  ===================  ============  ===========  ============== 
Key management personnel compensation 
Short-term employee benefits                                        1,808        1,252           6,355 
Post-employment benefits                                               40           18              56 
Share-based payment expense                                           200          168             417 
Termination benefits                                                    -            -             409 
                                                                    2,048        1,438           7,237 
 ==========================================================  ============  ===========  ============== 
 

During the interim period, the Group made sales amounting to GBP21,000 (2021: GBP7,000 and year to 31 March 2022: GBP12,000) to members of key management. A GBPnil balance was included within trade receivables at each the reporting date, in respect of these sales.

A balance of GBPnil (2021: GBPnil and year to 31 March 2022: GBP24,000) is included in other payables in respect of a deposit paid by a member of key management.

Other related parties

Included within trade receivables/ payables are the following amounts due from/ to other related parties, at the reporting date:

 
                                              Amounts owed                                Amounts owed 
                                            by related parties                          to related parties 
                        =============  ===========================  ============  ============================= 
                                                              Year                                     Year ended 
                                                             ended                                       31 March 
                                                                                                             2022 
                             6 months     6 months        31 March      6 months       6 months         (Audited) 
                                ended        ended            2022         ended          ended 
                              30 Sept      30 Sept       (Audited)       30 Sept        30 Sept           GBP'000 
                                 2022         2021                          2022           2021 
                              GBP'000      GBP'000         GBP'000       GBP'000        GBP'000 
======================  =============  ===========  ==============  ============  =============  ================ 
Associates                          -            -               -            92            138               104 
Other related parties               -            -               -             -              -                 - 
======================  =============  ===========  ==============  ============  =============  ================ 
                                    -            -               -            92            138               104 
 ====================================  ===========  ==============  ============  =============  ================ 
 
 

Transactions undertaken between the Group and its related parties during the year were as follows:

 
                                                      Purchases from related 
                                                              parties 
                                                                            Year ended 
                                                                              31 March 
                                                                                  2022 
                                                 6 months     6 months       (Audited) 
                                                                 ended 
                                                    ended      30 Sept         GBP'000 
                                                                  2021 
                                                  30 Sept      GBP'000 
                                                     2022 
                                                  GBP'000 
======================  ===================  ============  ===========  ============== 
Associates                                            239          297             512 
Other related parties                                 106          109             219 
===========================================  ============  ===========  ============== 
                                                      345          406             731 
 ==========================================  ============  ===========  ============== 
 

Other related parties comprise of entities owned by directors and key management. Purchases relate to rent and administrative expenses.

   13.   Post balance sheet events 

On 27 October 2022, the Group granted a total of 4,037,124 options under its Long Term Incentive Plan (LTIP) to employees, including to directors and management ('Management Options'). The Management Options were granted on the same terms as previous awards and are subject to a performance period from 1 April 2022 to 31 March 2025. Grants to other employees are not subject to performance criteria but do contain a service condition to remain in employment during the three years to 31 March 2025.

On 24 November 2022, the Group purchased a property for GBP2,336,0000.

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