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HALF YEAR REPORT FOR SIX MONTHS ENDED 30 JUNE 2026

3rd Sep 2026 07:00

RNS Number : 1798T
Eurocell plc
03 September 2026
 

3 September 2026

EUROCELL PLC (Symbol: ECEL)

HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2026

Robust underlying financial performance; branch sales improving; Alunet performing well; profit-focused restructuring

Eurocell plc, the leading UK manufacturer and distributor of door and window products to the trade, today announces its results for the six months ended 30 June 2026.

Highlights

· Sales 6% above H1 2025, up 1% excluding Alunet (acquired March 2025), with momentum improving in Q2

· Adjusted operating profit up 10% on H1 2025, including a strong contribution from Alunet

· Further progress delivering strategic initiatives to increase sales volumes, gain market share and accelerate growth

· Action to increase profitability through restructuring, including consolidation of recycling plants, optimisation of Branch Network footprint and targeted headcount reduction, with related non-underlying charge of £9.6 million

· Acquisition of ATT Fabrications for £5 million in September, to drive further growth in garden room sales and profits

Key financial performance measures

H1 2026

H1 2025

Change

Revenue (£ million)

205.2

193.2

6%

Underlying measures (1)

Adjusted operating profit (£ million)

11.1

10.1

10%

Adjusted profit before tax (£ million)

8.2

7.8

5%

Adjusted basic earnings per share (pence)

6.1

6.0

2%

Statutory measures

Operating profit (£ million)

1.7

6.1

(72)%

(Loss)/profit before tax (£ million)

(1.4)

3.8

(137)%

Basic (loss)/earnings per share (pence)

(1.1)

2.9

(138)%

Interim dividend per share (pence)

2.5

2.3

9%

Capital investment (£ million)

6.5

6.6

(2)%

Net cash generated from operating activities (£ million)

17.9

18.4

(3)%

Net debt, pre-IFRS 16 (£ million) (2)

28.1

29.0

(0.9)

Net debt (£ million) (2)

93.7

98.7

(5.0)

 

Robust underlying financial performance, with reported sales 6% above H1 2025

· Improving momentum, with organic sales and volumes up 1%, comprising Q1 down 2% and Q2 up 4%

- Profiles division sales down 5% on H1 2025, reflecting an increasingly challenging market backdrop for new build housing, and reduced RMI (3) activity through our trade fabricators

- Branch Network division sales up 5% on H1 2025, reflecting general Branch Network sales to the RMI market down 2%, offset by the benefits of further progress with our strategic initiatives (see below)

· Alunet division H1 sales of £28.4 million, compared to £17.7 million for the 4-month post-acquisition period to 30 June 2025. On a calendar basis, Alunet H1 sales were 13% ahead of 2025, driven by continued market share gains

· Adjusted operating profit up 10% on H1 2025, reflecting a strong contribution from Alunet and effective cost control, partially offset by competitive pressure on selling prices, plus labour and other overhead cost inflation

· Net non-underlying items of £9.6 million (1) including a restructuring charge of £9.4 million (of which £6.7 million is non-cash asset impairments)

· Statutory operating profit down 72% vs H1 2025, after non-underlying items

· Net cash generated from operating activities of £17.9 million down 3% vs H1 2025, with working capital broadly neutral in both periods

· Strong balance sheet, with pre-IFRS 16 net debt of £28.1 million (31 December 2025: £22.1 million, 30 June 2025: £29.0 million), including debt arising on the Alunet acquisition, representing leverage of 0.8x pre-IFRS 16 EBITDA(4)

· Interim dividend of 2.5 pence per share up 9% (2025: 2.3 pence per share), equivalent to £2.5 million

- Intend to continue share buybacks in due course, subject to the impact of the situation in the Middle East and maintaining a strong financial position

- Total returns for 2025 were £11.4 million (equivalent to a yield (5) of c.8%), which followed total returns for 2024 of £21.2 million (equivalent to a yield of c.14%)

Progress with strategic initiatives

· Branch Network optimisation: continuing to ensure the Group operates from the most effective locations, with 9 new sites opened since Q4 2024, delivering incremental sales of £1.8 million in H1 2026 compared to H1 2025

- Creates a short-term profit drag, but drives longer-term profit growth

- Potential new sites identified, but opening programme temporarily paused until there is better visibility over the general economic outlook

· Windows and doors: sales of £17.7 million, up 29% on H1 2025

· Digital growth: e-commerce sales of £4.4 million, up 49% on H1 2025

· Garden rooms: sales of £4.8 million in line with H1 2025, with an improving operating profit margin

· Acquisition of ATT Fabrications completed in September 2026 for consideration of £5 million to drive further growth in garden room sales and capture full end-to-end profit margin on garden room product range

· Business effectiveness: action taken to increase profitability through restructuring and system improvements

- Previously announced project to consolidate two recycling plants on track, with annualised cost savings of c.£1.5 million from 2027

- Following proposals announced in June, 10 underperforming branches closed in July to improve network profitability, including footprint consolidation in the London region

- Other restructuring, including targeted headcount reduction, to deliver annualised cost savings of c.£2 million, of which c.£1 million should be realised in H2 2026

- Continuing project to modernise IT infrastructure, with transition to new systems on track for the end of 2026

Will Truman, Chief Executive of Eurocell plc said:

"Since becoming CEO in February, I have spent time with teams across the Group and met with customers, suppliers and investors. I am confident in the strength of our business and the clarity of our strategy, and I am working closely with stakeholders to unlock opportunities, eliminate inefficiencies and accelerate growth.

"Our first-half underlying financial performance was robust, despite weak trading conditions, rising input costs and the effects of the situation in the Middle East. Adjusted operating profit was 10% ahead of last year, supported by a strong contribution from Alunet and disciplined cost control.

"Demand in the RMI market remains subdued and conditions in new build housing have become increasingly challenging. Against this backdrop, we have continued to invest in progressing our strategy, focusing on initiatives to drive volume and gain market share, while implementing restructuring programmes to increase profitability.

"The momentum in Q2 sales has continued into the second half and we expect to make further progress this year. The medium and long-term prospects for the UK construction market remain attractive, and we are well positioned to drive sustainable growth in shareholder value."

 

 

Notes

(1) Non-underlying items for H1 2026 of £9.6 million comprise: restructuring costs of £9.4 million; strategic IT expenses of £2.6 million; lease liability provision release of £(2.7) million credit (following resolution of a property dispute); plus refinancing and certain other costs £0.3 million. Non-underlying items for H1 2025 of £4.0 million comprise: restructuring costs of £1.4 million; strategic IT expenses of £2.2 million; plus Alunet acquisition and certain other costs of £0.4 million.

(2) Net debt is bank overdrafts, borrowings, deferred consideration and lease liabilities less cash and cash equivalents. Pre-IFRS 16 net debt excludes lease liabilities and is provided as our financial covenants are measured on this basis.

(3) RMI is repair, maintenance and improvement.

(4) Pre-IFRS 16 EBITDA is stated inclusive of operating lease rentals under IAS 17 Leases.

(5) Yield calculated as total returns divided by average market capitalisation for the year.

Analyst presentation

There will be an audiocast presentation for analysts and investors at 8.30am today. The presentation can be accessed remotely via a live audiocast link as follows:

https://connectstudio-portal.world-television.com/en/6a5f643c3ea5ef0b3d6b4da0

 

Alternatively, you can join via conference call as follows:

 

Dial-in

+44 20 3481 4247

Toll free

+44 800 260 6466

Conference ID

4613674

 

A copy of the presentation will be made available from 7am today on the Group's website: https://investors.eurocell.co.uk/investors/

Following the presentation, a recording of the audiocast will also be made available on the Group's website (link above).

 

CHIEF EXECUTIVE'S REVIEW

INTRODUCTION

Trading conditions have remained subdued in 2026, with challenging macroeconomic conditions and weak consumer confidence further affected by uncertainty over the impact of the conflict in the Middle East on demand and supply chains. This has continued to weigh on activity in both the repair, maintenance and improvement ('RMI') market and new build housing.

Despite market conditions, we are pursuing opportunities to accelerate growth and increase market share. We also continue to invest in our strategic initiatives, maintain disciplined cost control and mitigate higher input costs through a combination of surcharges and sales strategies. As a result, we delivered robust underlying financial results for H1.

Looking ahead, we have implemented significant restructuring programmes to increase profitability, including the consolidation of two recycling plants and the Branch Network footprint in London, plus a targeted headcount reduction.

Further details of our financial and operating performance, together with an update on the progress with our strategy, are set out below.

 

FINANCIAL RESULTS

Group sales of £205.2 million were 6% above H1 2025, enhanced by the acquisition of Alunet in March 2025. Organic sales (i.e. excluding Alunet) were up 1% on H1 2025.

Organic revenues were down 2% in Q1, affected by persistent wet weather, but improved to be up 4% in Q2, reflecting the early impact of actions taken to accelerate growth. This includes realigning our sales teams and pricing tactics to increase market share and drive volumes of our own-manufactured products through the Branch Network. We have also made further progress with our strategy, which we are pleased to see coming through in the sales performance of our key initiatives. In the Alunet business, market share gains continue to drive good sales growth.

Adjusted operating profit for H1 was £11.1 million, up 10% vs H1 2025. This reflects a strong contribution from Alunet and effective cost control, partially offset by competitive pressure on selling prices, plus overhead cost inflation.

Further information on our financial performance is included in the Chief Financial Officer's Review.

 

OPERATIONAL PERFORMANCE

Production

Extrusion performance was consistent throughout H1 2026 and the level of output stable, benefiting from process improvements and increased preventative maintenance. We have a programme of initiatives to drive further operational improvements, and we expect the benefits to begin to materialise as volumes increase.

 

Recycling

We are the leading UK-based recycler of PVC windows, saving the equivalent of c.3 million window frames from landfill each year. Our use of recycled materials in production remains substantial at 28%, driving lower carbon emissions and typically reducing costs through the cycle, compared to the use of virgin material. A slight decrease on H1 2025 (30% usage) reflects product mix, with lower volumes in the Profiles division, as well as some unscheduled plant downtime caused by equipment breakdowns.

The previously announced project to consolidate our two recycling plants onto the existing facility at Ilkeston is on track (see Business Effectiveness). This project includes investment to reduce the risk of future breakdowns.

Recycling feedstock purchase prices have remained stable, reflecting the action we have taken to secure additional cost-effective sources of supply.

 

Health and Safety

The safety and well-being of our employees, contractors and branch customers is our number one priority.

In 2025 we made some changes to health and safety leadership and our approach. A new Head of Safety, Health, Environment and Quality ('SHEQ') joined the business in Q4 and has led the development of an improved health and safety plan, which focuses on behaviours that will drive a more proactive safety culture. Whilst the Lost Time Injury Frequency Rate ('LTIFR') slipped back to 6.8 in H1 2026 (6.4 in H1 2025), early signs are that the required behaviours are embedding successfully across the Group.

 

STRATEGY

At the beginning of 2024, we launched our ambitious strategy, which identified a pathway to building a £500 million revenue, £50 million operating profit business, generating a 10% operating margin, over the five-year period to December 2028. Our strategy is built around four pillars: Customer Growth, Business Effectiveness, People First and ESG Leadership. The following paragraphs summarise these pillars and our progress with the associated initiatives.

When we launched the strategy, a modest recovery in our core markets was generally anticipated for the earlier years of our five-year plan. However, trading conditions have deteriorated since then and remain weak. As a result, whilst we have made progress with our strategic initiatives, overall sales and operating profits reported to date have been below our original projections.

We are now pursuing opportunities to gain market share and increase sales volumes of our own-manufactured products, and to accelerate the pace of execution on our growth strategy. We are therefore confident that, whilst ambitious, these financial targets remain achievable, with the Alunet acquisition providing a significant offset to continued market weakness. However, the timing of market recovery and the pace at which demand picks-up will continue to be a factor in determining when we achieve our goals.

 

Customer Growth

We believe the biggest opportunity for growth is expansion of the Branch Network. Our objective is to optimise the estate and ensure that we operate from the most effective locations. This includes opening new branches in priority locations (subject to acceptable market conditions) and relocating or closing branches where the current site is sub-optimal in terms of size or location, and therefore a constraint to our growth objectives. The strategy also includes significantly increasing the sale of windows and doors, underpinned by investment in digital marketing, to raise awareness of our products and home improvement solutions and acquire new customers.

Branch Network

We estimate that the optimum network size is c.250 sites, confirmed through work with our location planning partner, which identified an additional c.50 priority locations. We had 215 branches in operation at 30 June 2026. An update on our ongoing work to optimise the estate is set out below.

We have opened 9 branches since Q4 2024, delivering incremental sales of £1.8 million in H1 2026, and plan to add more in priority locations. However, whilst potential new sites have been identified for the next openings, the programme has been temporarily paused until there is better visibility over the general economic outlook.

In addition, following 8 site relocations in 2024/25, we anticipate completing 4 more during 2026. We also closed 10 underperforming sites in July 2026 (see Business Effectiveness below).

New branches and relocations include a refreshed branch exterior, an improved interior layout and are supported with strong pre-opening recruitment and marketing campaigns. This programme therefore creates a short-term operating profit drag, (£0.4 million in H1 2026), but drives longer-term profit growth.

Windows and doors

All branches were live on the programme to sell more windows and doors through the network by July 2025. Sales of £17.7 million in H1 2026 were up 29% on H1 2025 and up 52% on H1 2023, the base year for our strategic plan.

In addition, we have now established a national fabricator network across both aluminium and PVC to service the branches, which exclusively sources bar length material from Eurocell. The project provides incremental growth opportunities for our fabricator partners, and we continue to work with them to secure additional capacity.

Garden rooms

Garden room sales in H1 2026 were £4.8 million, in line with H1 2025 but with improved profitability.

Since launching our garden room range 4 years ago, we have steadily built a strong market presence, competing well with established sector participants. With a strong customer proposition and experienced sales professionals, we increased sales from c.£4 million in 2022 to c.£10 million in 2025. Our garden rooms are built by ATT Fabrications ('ATT'), using a good proportion of Eurocell manufactured products. With continued range development and via more efficient end-to-end processes, we believe there is a good opportunity for a step change in garden room sales and profits.

To underpin the delivery of further growth in garden room sales and capture the full end-to-end profit margin on our product range, we acquired ATT in September 2026. Cash consideration of £5 million was funded through our revolving credit facility. For the year ended 31 March 2026, ATT delivered sales of £7.8 million and EBITDA of £0.8 million. We anticipate the acquisition will be earnings accretive in the first full year and I am delighted to welcome all 40 ATT employees to the Eurocell Group.

Profiles

In Profiles, we believe we are now the leading supplier of rigid PVC profile to the UK market. Our objective is to protect our existing business and maintain our value-added service propositions that support customers. We will continue to leverage our leading position with housebuilders and commercial developers to ensure we maintain specifications to support a robust pipeline of work for our fabricator customers. We are recognised across the industry as the leading technical systems house and will continue to capitalise on this advantage.

The windows and doors initiative also provides growth opportunities in Profiles, as it pulls through increased profile sales via fabricator partners and increased composite door sales through our entrance doors businesses.

Acquisition of Alunet

On launching our strategy, a key objective for the Profiles business was to protect our position in fenestration by expanding the Group's aluminium offering, including a wider range of products and ownership of our own system.

Alunet (acquired March 2025) has advanced our strategy by significantly strengthening the Group's position in residential aluminium systems and composite doors, and by adding aluminium garage doors to our product portfolio. Alunet also complements our proposition to fabricators, by providing a one-stop shop for PVC and aluminium door and window systems.

The business has performed strongly under Eurocell's ownership, delivering sales growth of 28% in the post-acquisition period last year. On a calendar basis, Alunet sales for H1 2026 were 13% ahead of 2025, with growth driven consistently by market share gains.

We expect this to continue in 2026 and beyond, with further share gains, new product introductions and group-wide synergies all planned. We intend to leverage our leading market positions in new build, trade fabrication and distribution, to ensure Alunet reaches its full potential.

Digital growth

Our objective is to drive relevant trade customers to our website and build homeowner brand awareness. We have invested to drive web traffic growth, increased our digital paid media, improved our use of AI to support customer targeting and developed our web proposition with initiatives such as one hour click-and-collect. As a result, we have grown e-commerce sales to £4.4 million in H1 2026 (H1 2025: £2.9 million), and we are confident that we will achieve more progress.

The enhanced proposition has also attracted more trade customers to our branches, with 5,395 new spending accounts added in H1 2026 (H1 2025: 4,390, FY 2025: 9,404), and driven more homeowner leads to buy big ticket items.

 

Business Effectiveness

We are upgrading our business systems and streamlining structures and processes to increase efficiency and improve customer experience. Given that the near-term market outlook is likely to remain challenging, we have prioritised restructuring and cost reduction to increase profitability.

Restructuring and cost reduction

As previously announced, to improve the effectiveness of our recycling operations, we are consolidating our two recycling plants onto the existing facility at Ilkeston. The project requires relocation of certain critical equipment from the site at Selby, plus investment in the Ilkeston plant to eliminate single points of failure, enhance the layout and improve working conditions. We have now ceased operations at Selby and begun processing at Ilkeston, with the Selby site exit to be fully concluded by year end. Capital investment is estimated at c.£2.6 million, with annualised cost savings of c.£1.5 million running from 2027. A non-underlying charge of £2.2 million was recorded in H1 (including non-cash asset write downs of c.£1.6 million).

To improve profitability in the Branch Network, we closed 10 sites in July 2026, consolidating our footprint in the London region (8 sites closed), and exiting Ireland (2 sites closed). We have retained 10 branches inside the M25 and transferred customer accounts to these locations where possible. Given the significantly higher property and staff costs in London, we believe the consolidated footprint will deliver a stronger overall return. We have withdrawn from Ireland, where the transport and administration costs associated with operating just 2 sites were disproportionate to the returns generated.

Non-cash right of use and other asset impairment charges of £5.1 million were recorded as a non-underlying item in H1, primarily reflecting the period remaining on the associated branch leases. We hope to assign the leases on these premises wherever possible, which would reduce the charge and related cash cost of these closures. With the employee collective consultation process taking place in July, non-underlying charges of c.£0.5 million, being redundancy payments and related employee benefit termination costs, will be recorded in H2.

In addition, we have implemented a further restructuring programme this year to deliver annualised cost savings of c.£2 million, of which c.£1 million should be realised in the second half. This includes a targeted headcount reduction designed to deliver a more efficient structure. Non-underlying charges of £1.7 million were recorded in H1, being redundancy payments and related employee benefit termination costs, with a further £0.4 million to come in H2.

Finally, at the beginning of the year we undertook a project to better integrate Alunet and consolidate the Group's warehousing facilities. Site establishment and employee benefit termination costs of £0.4 million were recorded as a non-underlying item in H1. Further corrective work has been required, and we expect additional non-underlying charges of c.£1 million in the second half.

Systems replacement

As previously announced, we are in the process of replacing our Enterprise Resource Planning ('ERP') system, including a new trade counter system in the Branch Network.

The new trade counter system will transform the way we interact and transact with customers in the branches, primarily through process simplification (including electronic point-of-sale technology). The new ERP system will support all other functions of the business and comes with built-in analytics to facilitate data-driven decisions.

As previously stated, we expect to transition to the new systems at the end of 2026, with total non-underlying costs for the project estimated at c.£14 million over the 2024-2027 period, of which £9.0 million was incurred up to 30 June 2026, including £2.6 million in H1 2026. Associated capex costs remain unchanged at c.£1 million.

A summary of all non-underlying charges for the period is included in the Chief Financial Officer's Review.

 

People First

The progress we are making in the business is testament to the commitment, hard work and dedication of our teams in every part of the Group, and I would like to offer, on behalf of the Executive Committee and the Board, my sincere thanks to them all.

With People First, our focus is on health and safety, an enhanced employee value proposition, improved levels of engagement and effective talent management.

Building on last year's improved wellbeing framework and enhanced induction and onboarding programmes, our employee value proposition work is now focused on aligning and strengthening our reward and recognition schemes.

On engagement, we are continuing the work of the Eurocell Colleague Forum, launched in 2025 to provide a stronger link with senior leadership at local and national levels, as well as progressing action plans in response to our externally administered employee engagement survey results.

To support effective talent management, we have launched a new apprenticeship offer to support an aging workforce in certain areas of the business, with limited skillsets available in the local labour markets.

 

ESG Leadership

Eurocell is already a leader in PVC recycling, and looking ahead, we aim to deliver ESG leadership in our market sector.

As previously reported, we have developed a path to reach Net Zero by 2045. Last year, our targets were independently verified by the Science Based Targets initiative ('SBTi') and we published our Transition Plan. We now intend to progress decarbonisation initiatives in line with the Plan, where practical to do so.

 

SUMMARY AND OUTLOOK

Since becoming CEO in February, I have spent time with teams across the Group and met with customers, suppliers and investors. I am confident in the strength of our business and the clarity of our strategy, and I am working closely with stakeholders to unlock opportunities, eliminate inefficiencies and accelerate growth.

Our first-half underlying financial performance was robust, despite weak trading conditions, rising input costs and the effects of the situation in the Middle East. Adjusted operating profit was 10% ahead of last year, supported by a strong contribution from Alunet and disciplined cost control.

Demand in the RMI market remains subdued and conditions in new build housing have become increasingly challenging. Against this backdrop, we have continued to invest in progressing our strategy, focusing on initiatives to drive volume and gain market share, while implementing restructuring programmes to increase profitability.

The momentum in Q2 sales has continued into the second half and we expect to make further progress this year. The medium and long-term prospects for the UK construction market remain attractive, and we are well positioned to drive sustainable growth in shareholder value.

 

Will Truman

Chief Executive Officer

CHIEF FINANCIAL OFFICER'S REVIEW

 

 

H1 2026

H1 2025

Underlying measures (1)

 

£m

£m

Revenue

 

205.2

193.2

Gross profit

102.5

98.5

Gross margin %

50.0%

51.0%

Overheads

(77.1)

(75.3)

Adjusted(1) EBITDA

 

25.4

23.2

Depreciation and amortisation

(14.3)

(13.1)

Adjusted(1) operating profit

 

11.1

10.1

Adjusted(1) finance costs

(2.9)

(2.3)

Adjusted(1) profit before tax

 

8.2

7.8

Taxation

(2.2)

(1.8)

Adjusted(1) profit after tax

 

6.0

6.0

Adjusted(1) basic earnings per share (pence)

 

6.1

6.0

 

Statutory measures

 

Non-underlying items

 

(9.6)

(4.0)

Tax on non-underlying items

 

2.5

0.9

Statutory operating profit

 

1.7

6.1

Statutory (loss)/profit before tax

 

(1.4)

3.8

Statutory (loss)/profit after tax

 

(1.1)

2.9

Statutory basic (loss)/earnings per share (pence)

 

(1.1)

2.9

(1) See alternative performance measures.

 

INTRODUCTION

In response to the weak market backdrop, we have pursued opportunities to drive volume and market share gains and made further progress with our strategic initiatives. We have proactively managed our cost base to offset significant cost inflation, including the impact of conflict in the Middle East on our supply chain. As a result, we have delivered a robust underlying financial performance for the first half. Recognising that the market outlook remains uncertain, we have also progressed significant restructuring activities to improve future profitability.

In the organic business, sales volumes were slightly above H1 2025. Gross margin was down, reflecting competitive pressure and higher input costs, and we incurred only a small increase in overheads. Alunet has continued to perform well since the acquisition in March 2025, and is the key driver of the Group's overall sales and adjusted operating profit increases for the period.

We continue to focus on efficient working capital management and delivered good cash flow generation for H1. We retain a strong balance sheet with good headroom on our debt facility, which was renewed in March 2026.

We remain committed to driving shareholder returns through a combination of ordinary dividends and share buybacks. The interim dividend for 2026 is up 9% on 2025 and we intend to continue share buybacks in due course, assuming no prolonged impact from the situation in the Middle East and subject to maintaining a strong financial position.

 

REVENUE

Revenue for H1 was £205.2 million, 6% above H1 2025 (£193.2 million), or up 1% excluding Alunet, with organic volumes also up 1%.

In the organic business, higher underlying volumes reflect actions taken to increase market share, plus further progress with our strategic initiatives. Alunet sales for H1 were £28.4 million, compared to £17.7 million for the 4-month post-acquisition period to 30 June 2025. On a calendar basis, Alunet sales for H1 were 13% ahead of the corresponding period in 2025. See Divisional Performance for further information on revenues.

 

GROSS MARGIN

Gross margin was 50.0% in H1, or 51.7% excluding Alunet, compared to 52.6% in H1 2025. In the organic business, we implemented selling price increases and surcharges to recover cost inflation, including increases to PVC resin, other raw materials and electricity prices arising as a result of the Middle East conflict. However, competition for limited demand continues to drive pressure on selling prices in the Branch Network.

 

DISTRIBUTION AND ADMINISTRATIVE EXPENSES (OVERHEADS)

Underlying overheads for H1 were £77.1 million, up 2% on H1 2025 (£75.3 million), or up 1% excluding Alunet, demonstrating disciplined cost control. We have continued to experience cost inflation, particularly for distribution, property and labour, which includes the increases to employers' National Insurance from April 2025 and the increases to the National Living Wage from April 2025 and April 2026. Overheads also include targeted investment to maintain momentum in our strategic initiatives. These increases were partially offset by the initial impact of our restructuring and cost reduction programmes.

 

ALTERNATIVE PERFORMANCE MEASURES

Alternative performance measures are used alongside statutory measures to facilitate a better understanding of financial performance and comparison with prior periods, and to provide audited financial information against which the Group's bank covenants, which are all measured on a pre-IFRS 16 basis, can be assessed.

Adjusted EBITDA, adjusted operating profit and adjusted profit before tax all exclude non-underlying items. Adjusted profit after tax and adjusted earnings per share exclude non-underlying items and the related tax effect. Pre-IFRS 16 EBITDA is stated inclusive of operating lease rentals under IAS 17 Leases. Pre-IFRS 16 net debt is defined as total borrowings, deferred consideration and lease liabilities less cash and cash equivalents, excluding the impact of IFRS 16 Leases.

We classify some material items of income and expense as non-underlying when the nature of the circumstances merit separate presentation. Alongside statutory measures, this facilitates a better understanding of financial performance and comparison with prior periods.

 

NON-UNDERLYING ITEMS

Non-underlying items for H1 2026 of £9.6 million comprise:

· Restructuring costs of £9.4 million (of which £6.7 million is non-cash asset impairments) in respect of: site consolidation for recycling (£2.2 million), the Branch Network (£5.1 million) and the integration of Alunet's warehousing operation (£0.4 million), plus redundancy payments and related employee benefit termination costs from a targeted headcount reduction programme (£1.7 million);

· Strategic IT expenses of £2.6 million, including cloud computing and internal resourcing costs;

· Lease liability provision release of £2.7 million credit, following resolution of a property dispute; and

· Refinancing and certain other costs of £0.3 million.

Non-underlying items for H1 2025 of £4.0 million comprise: strategic IT expenses of £2.2 million, restructuring costs of £1.4 million; plus Alunet acquisition and certain other costs of £0.4 million.

Strategic IT expenses relate to the replacement of our Enterprise Resource Planning ('ERP') system. Total non-underlying costs for the system replacement are expected to be in the region of £14 million over the 2024-27 period, with transition to the new systems planned for the end of 2026. Total non-underlying costs incurred on the project up to 30 June 2026 are £9.0 million.

In 2024, a right-of-use asset impairment charge of £3.2 million arose following a dispute with the landlord at a secondary warehouse in Derbyshire. The net book value of the lease liability at 31 December 2024 was £3.1 million. Following a mediation process, a settlement was reached in June 2026 and the remaining lease liability of £2.7 million was released as a non-underlying credit in H1 2026.

 

DIVISIONAL PERFORMANCE - PROFILES

 

 

 

 

H1 2026

£m

H1 2025

£m

Change

%

Third-party revenue

 

 

69.6

73.3

(5)%

Inter-segmental revenue

28.7

31.0

(7)%

Total revenue

 

 

98.3

104.3

(6)%

Adjusted(1) operating profit

 

 

6.3

8.3

(24)%

Statutory operating profit

 

 

4.8

7.0

(31)%

(1) Adjusted performance measures are stated before non-underlying items.

Profiles third-party revenue for H1 was £69.6 million, 5% lower than H1 2025 with volume also down 5%. Cost-of-living pressures, high interest rates and falling house prices have all had a significant adverse effect on our end markets.

We have seen an increasingly challenging market backdrop for new build housing and reduced RMI activity through our trade fabricators. Investor optimism for a housing market recovery in 2026 has faded, with mortgage rates remaining at elevated levels, keeping a headwind on customer affordability. This has been compounded by rising energy costs due to events in the Middle East, with build-cost inflation now running well ahead of house price growth. 

Profiles adjusted operating profit for H1 2026 of £6.3 million was 24% below H1 2025, reflecting lower sales volumes, plus labour and other cost inflation.

Statutory operating profit is stated after net non-underlying costs of £1.5 million in H1 2026, comprised of the lease liability provision release, restructuring costs and strategic IT projects. Non-underlying costs of £1.3 million in H1 2025 included restructuring costs and strategic IT projects.

 

DIVISIONAL PERFORMANCE - BRANCH NETWORK

 

 

 

 

H1 2026

£m

H1 2025

£m

Change

%

Third-party revenue

 

 

107.2

102.2

5%

Inter-segmental revenue

0.2

0.2

-

Total revenue

 

 

107.4

102.4

5%

Adjusted(1) operating profit

 

 

1.5

0.9

67%

Statutory operating (loss)

 

 

(5.0)

(1.4)

(257)%

(1) Adjusted performance measures are stated before non-underlying items.

Third-party revenues in the Branch Network for H1 2026 were £107.2 million, 5% higher than H1 2025, with volume up 6%. This includes general RMI volumes in the Branch Network down 2%. Whilst homeowners are still holding back on discretionary expenditure against a backdrop of macroeconomic uncertainty, sales include the impact of actions taken to drive volume through the Branch Network and gain market share. Sales also include the benefits of progress with our strategic initiatives, including window and door sales up 29% and e-commerce activity up 49%. New branches opened since the end of 2024 added incremental sales of £1.8 million in H1 2026.

Branch Network adjusted operating profit for H1 2026 was £1.5 million, 67% up on H1 2025, reflecting improving sales, partially offset by competitive pressure on selling prices and higher overheads, including labour and other cost inflation.

Branch Network overheads also include investment to maintain momentum in our strategic initiatives, including the new branch opening programme, which creates a short-term operating profit drag but drives longer-term profit growth, plus increased marketing spend in areas such as pay-per-click and customer loyalty programmes.

The statutory operating loss is stated after non-underlying costs of £6.5 million in H1 2026, comprised of non-cash right of use asset impairments, following the closure of 10 branches in July 2026, plus other restructuring costs and strategic IT projects. Non-underlying costs of £2.3 million in H1 2025 related to restructuring costs and strategic IT projects.

 

DIVISIONAL PERFORMANCE - ALUNET

We acquired Alunet in March 2025 in a deal that valued the business at £29 million, based on a multiple of 6.5x Alunet's EBITDA for the year ended 31 December 2024. Initial consideration paid was £22 million, and further earnout payments over the four years to December 2028 can rise to £13 million, contingent upon performance against EBITDA targets.

Strong EBITDA delivery for 2025 has resulted in earnout payments of £3.4 million in 2026, of which £2.6 million was made in H1. The maximum earnout payments, if achieved, would result in a total consideration of £35 million, representing a multiple of c.4x Alunet's projected EBITDA for 2028.

 

 

 

H1 2026

£m

H1 2025

£m

Change

%

Third-party revenue

 

 

28.4

17.7

60%

Inter-segmental revenue

-

-

n/a

Total revenue

 

 

28.4

17.7

60%

Adjusted(1) operating profit

 

 

4.0

1.6

250%

Statutory operating profit

 

 

3.6

1.6

225%

(1) Adjusted performance measures are stated before non-underlying items.

Alunet sales were £28.4 million for H1, compared to £17.7 million for the 4-month post-acquisition period to 30 June 2025. On a calendar basis, Alunet sales for H1 were 13% ahead of the corresponding period in 2025, driven by market share gains, particularly in Alunet Systems and Comp Door, which together represent c.75% of Alunet's sales.

Since the acquisition, Alunet Systems has benefited from group synergies and secured new business with 14 Eurocell fabricators, as well as successfully launched the Aluna+ aluminium window system, which complements the new Eurocell Iconiq aluminium roof lantern. Comp Door has continued to acquire installers, with the new SleekSkin door now representing more than 15% of sales and we expect the business to benefit from cross-selling opportunities and supply chain synergies with Vista.

Alunet adjusted operating profit for H1 was £4.0 million, up £2.4 million on the four-month post-acquisition period in H1 2025. Statutory operating profit is stated after non-underlying costs of £0.4 million related to the targeted integration of Alunet's warehousing operation.

The Corporate segment operating profit includes a further underlying charge of £0.2 million relating to the Alunet acquisition, comprising amortisation of acquired intangible assets and the unwind of discounting of future contingent consideration.

 

OPERATING PROFIT

Adjusted operating profit for H1 was £11.1 million, up 10% on H1 2025, reflecting a strong contribution from Alunet and effective cost control, partially offset by competitive pressure on selling prices, plus labour and other overhead cost inflation.

 

FINANCE COSTS AND TAXATION

Underlying finance costs for H1 were £2.9 million (H1 2025: £2.3 million), reflecting higher interest costs on debt arising following the Alunet acquisition.

The underlying tax charge for H1 2026 was £2.2 million (H1 2025: £1.8 million). The total tax credit for H1 2026 was £0.3 million (H1 2025: £0.9 million charge). The effective tax rate on profit before tax for H1 2026 of 25% is in line with the standard tax rate of 25%. The effective tax rate in H1 2025 of 24% is lower than the standard tax rate of 25% due to the benefit of Patent Box relief.

We were pleased to retain the Fair Tax Mark accreditation in 2025, reflecting our commitment to paying the right amount of tax at the right time.

 

PROFIT BEFORE TAX AND EARNINGS PER SHARE

Adjusted profit before tax for H1 was £8.2 million, up 5% on H1 2025, reflecting the increase in adjusted operating profit described above, partially offset by higher finance costs.

The statutory loss before tax for H1 was £1.4 million (H1 2025: £3.8 million profit), reflecting the above less £9.6 million of non-underlying costs (H1 2025: £4.0 million).

Adjusted basic earnings per share for H1 were 6.1 pence and diluted earnings per share for the period were 6.1 pence (H1 2025: 6.0 pence and 5.9 pence respectively). Total basic losses per share were 1.1 pence and total diluted losses per share were 1.1 pence (H1 2025: both 2.9 pence earnings per share).

 

DIVIDENDS AND SHARE BUYBACKS

The Board is committed to driving shareholder returns through a combination of ordinary dividends and share buybacks. Total returns for 2025 were £11.4 million (equivalent to a yield of c.8%), which followed total returns for 2024 of £21.2 million (equivalent to a yield of c.14%)

On 2 September 2026, the Board approved an interim dividend for the six months ended 30 June 2026 of 2.5 pence per share (£2.5 million), an increase of 9% compared to H1 2025. The interim dividend will be paid on 9 October 2026 to shareholders on the register at the close of business at 11 September 2026 and shares will be marked ex-dividend on 10 September 2026.

We have continued to apply our policy that employee incentivisation by equity should be satisfied through shares acquired rather than issued. We also intend to resume share buybacks in due course, subject to the impact of the situation in the Middle East and maintaining a strong financial position.

The retained earnings of Eurocell plc as at 30 June 2026 were £32.9 million. The Company takes steps to ensure distributable reserves are maintained at an appropriate level through intra-Group dividend flows.

 

CAPITAL EXPENDITURE

Capital expenditure for H1 2026 of £6.5 million (H1 2025: £6.6 million), includes £0.8 million for the recycling site consolidation, but is otherwise largely maintenance in nature.

 

CASH FLOW

Net cash generated from operating activities for H1 2026 was £17.9 million (H1 2025: £18.4 million), including a net outflow from working capital of £1.3 million, comprised of an increase in inventories (£0.2 million) and increases in receivables (£15.9 million) and payables (£14.8 million) reflecting seasonality. This compares to a net outflow from working capital of £0.9 million in H1 2025. Net cash generated from operating activities also includes net tax paid in H1 of £0.9 million (H1 2025: £1.3 million).

Other cash flow items include payments for capital investments of £5.8 million (H1 2025: £7.0 million), including the net movement on capital creditors of £0.7 million, and financing costs paid of £1.6 million (H1 2025: £0.9 million), plus Alunet earnout payments of £2.6 million.

The principal elements of lease payments of £8.3 million (H1 2025: £7.7 million) are presented within cash flows arising from financing activities. The finance elements of lease payments were £1.8 million (H1 2025: £1.3 million).

Dividends of £4.0 million (being the 2025 final dividend) were paid to shareholders during H1 2026 (H1 2025: £3.9 million, being the 2024 final dividend). Cash paid under share buyback programmes, including for shares held in treasury and transaction costs, was £0.8 million (H1 2025: £3.0 million).

 

NET DEBT

Net debt on a pre-IFRS 16 basis at 30 June 2026 was £28.1 million (30 June 2025: £29.0 million, 31 December 2025: £22.1 million), including debt arising on the Alunet acquisition. Lease liabilities decreased by £10.5 million in H1 2026, driven primarily by cash payments on leases. Statutory net debt at 30 June 2026 was £93.7 million (30 June 2025: £98.7 million, 31 December 2025: £98.2 million).

 

 

30 June

30 June

31 December

 

 2026

2025

 2025

 

£m

£m

£m

Cash

7.6

6.4

6.3

Bank overdrafts

(1.3)

(1.6)

-

Borrowings

(34.3)

(33.6)

(27.7)

Deferred consideration

(0.1)

(0.2)

(0.7)

Net debt (pre-IFRS 16)

(28.1)

(29.0)

(22.1)

Lease liabilities

(65.6)

(69.7)

(76.1)

Net debt (statutory)

(93.7)

(98.7)

(98.2)

 

BANK FACILITIES

Our activities are funded via a £75 million unsecured Revolving Credit Facility, which was renewed in March 2026 and now matures in 2030. The facility is provided by Barclays, NatWest and AIB, and is competitively priced. We operate comfortably within the terms of the facility and in compliance with our financial covenants, which are measured on a pre-IFRS 16 basis.

 

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties faced by the Group are set out in the 2025 Annual Report (pages 54-58). Unless otherwise disclosed in this half year report, these risks remain unchanged and are as follows:

· Macroeconomic and market conditions

· Cyber security

· Health and safety

· Supply chain risk

· Sustainability and climate change

· Managing change

· ERP system implementation

· Operational and regulatory compliance

 

Michael Scott 

Chief Financial Officer

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

We confirm that to the best of the Directors' knowledge:

· The condensed set of financial statements has been prepared in accordance with UK-adopted International Accounting Standard 34 and;

· The interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

 

 

By Order of the Board

 

 

Will Truman Michael Scott

Chief Executive Officer Chief Financial Officer

2 September 2026 2 September 2026

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2026

 

 

Six months ended 30 June2026

(Unaudited)

 

Six months ended 30 June 2025

(Unaudited)

 

Year ended 31 December2025(Audited)

 

 

 

 

Underlying

(1) Non-underlying

Total

Underlying

(1) Non-underlying

Total

Underlying

(1) Non-underlying

Total

 

Note

£m

£m

£m

£m

£m

£m

£m

£m

£m

Revenue

6

205.2

-

205.2

193.2

-

193.2

403.5

-

403.5

Cost of sales

(102.7)

-

(102.7)

(94.7)

-

(94.7)

(198.2)

-

(198.2)

Gross profit

102.5

-

102.5

98.5

-

98.5

205.3

-

205.3

Distribution costs

(14.8)

-

(14.8)

(13.7)

-

(13.7)

(28.0)

-

(28.0)

Administrative expenses

(76.6)

(9.4)

(86.0)

(74.7)

(4.0)

(78.7)

(153.2)

(6.8)

(160.0)

Operating profit

6

11.1

(9.4)

1.7

10.1

(4.0)

6.1

24.1

(6.8)

17.3

Finance expense

(2.9)

(0.2)

(3.1)

(2.3)

-

(2.3)

(5.1)

-

(5.1)

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) before tax

 

8.2

(9.6)

(1.4)

7.8

(4.0)

3.8

19.0

(6.8)

12.2

Taxation

7

(2.2)

2.5

0.3

(1.8)

0.9

(0.9)

(4.2)

1.6

(2.6)

Profit/(loss) for the period and total comprehensive income

 

6.0

(7.1)

(1.1)

6.0

(3.1)

2.9

14.8

(5.2)

9.6

Basic earnings per share

8

6.1p

 

(1.1)p

6.0p

 

2.9p

14.6p

 

9.5p

Diluted earnings per share

8

6.1p

 

(1.1)p

5.9p

 

2.9p

14.5p

 

9.4p

(1) Non-underlying items are detailed in Note 5.

COnDENSED COnsolidated Statement of Financial Position

As at 30 June 2026

 

 

 

30 June 2026

30 June 2025

31 December 2025

 

(Unaudited)

(Unaudited)

(Audited)

Note

£m

£m

£m

 

Assets

Non-current assets

Property, plant and equipment

9

61.2

63.8

63.2

Right-of-use assets

9

60.4

65.0

71.6

Intangible assets

9

41.1

39.9

40.8

Total non-current assets

 

162.7

168.7

175.6

 

Current assets

Inventories

53.8

52.5

53.6

Trade and other receivables

68.0

62.6

51.9

Corporation tax

2.2

2.0

0.4

Cash and cash equivalents

7.6

6.4

6.3

Total current assets

 

131.6

123.5

112.2

 

 

 

 

 

Total assets

 

294.3

292.2

287.8

 

Liabilities

Current liabilities

Trade and other payables

(70.3)

(59.6)

(54.0)

Contingent consideration

(7.5)

(3.5)

(3.7)

Deferred consideration

(0.1)

(0.1)

(0.6)

Lease liabilities

(12.3)

(13.4)

(14.4)

Bank overdraft

(1.3)

(1.6)

-

Provisions

(0.9)

(0.5)

(0.5)

Corporation tax

-

(0.6)

-

Total current liabilities

 

(92.4)

(79.3)

(73.2)

 

Non-current liabilities

Borrowings

(34.3)

(33.6)

(27.7)

Contingent consideration

(3.5)

(8.4)

(8.5)

Deferred consideration

-

(0.1)

(0.1)

Lease liabilities

(53.3)

(56.3)

(61.7)

Provisions

(1.8)

(1.5)

(1.8)

Deferred tax

(10.6)

(9.7)

(10.0)

Total non-current liabilities

 

(103.5)

(109.6)

(109.8)

 

 

 

 

 

Total liabilities

 

(195.9)

(188.9)

(183.0)

 

 

 

 

 

Net assets

 

98.4

103.3

104.8

 

Equity attributable to equity holders of the Parent

Share capital

0.1

0.1

0.1

Share premium account

22.2

22.2

22.2

Treasury shares

(0.4)

-

(0.9)

Share-based payment reserve

1.5

2.4

2.4

Share buyback reserve (1)

-

-

-

Retained earnings

75.0

78.6

81.0

Total equity

 

98.4

103.3

104.8

(1) Share buyback reserve is a holding reserve for shares awaiting cancellation as part of the share buyback programme.

 

 

CONDENSED Consolidated Cash Flow Statement

For the six months ended 30 June 2026

 

Six months ended 30 June 2026

Six months ended 30 June 2025

Year

ended 31 December 2025

(Unaudited)

(Unaudited)

(Audited)

Note

£m

£m

£m

 

Cash generated from operations

11

 

18.8

 

19.7

50.1

Income taxes paid

(0.9)

(1.3)

(1.7)

Net cash generated from operating activities

17.9

18.4

48.4

 

Investing activities

Purchase of property, plant and equipment

(5.6)

(6.9)

(12.3)

Purchase of intangible assets

(0.2)

(0.1)

(0.2)

Acquisition of subsidiaries (net of cash acquired)

(2.6)

(20.2)

(20.6)

Net cash used in investing activities

(8.4)

(27.2)

(33.1)

 

 

 

 

Financing activities

Purchase of own shares held as treasury shares

-

-

(1.0)

Share buyback

(0.8)

(3.0)

(5.0)

Net proceeds from bank borrowings

7.0

33.0

27.0

Principal elements of lease payments

(8.3)

(7.7)

(16.4)

Finance elements of lease payments

(1.8)

(1.3)

(2.9)

Finance expense paid

(0.9)

(0.9)

(1.9)

Bank borrowings arrangement costs

(0.7)

-

-

Dividends paid to equity shareholders

(4.0)

(3.9)

(6.2)

Net cash (used in) / generated from financing activities

(9.5)

16.2

(6.4)

 

 

 

 

Net increase in cash and cash equivalents (1)

-

7.4

8.9

 

 

 

 

Cash and cash equivalents (1) at beginning of period

6.3

(2.6)

(2.6)

Cash and cash equivalents (1) at end of period

6.3

4.8

6.3

(1) Cash and cash equivalents includes bank overdrafts.

CONDENSED Consolidated Statement of Changes in Equity

For the six months ended 30 June 2026 (Unaudited)

 

Share

 

Share-based

Share

 

 

Share

premium

Treasury

payment

buyback

Retained

Total

capital

account

shares

reserve

reserve

earnings

equity

£m

£m

£m

£m

£m

£m

£m

Balance at 1 January 2026

0.1

22.2

(0.9)

2.4

-

81.0

104.8

 

 

 

 

 

 

 

 

Comprehensive loss for the period

Loss for the period

-

-

-

-

-

(1.1)

(1.1)

Total comprehensive income for the period

-

-

-

-

-

(1.1)

(1.1)

 

 

 

 

 

 

 

 

Contributions by and distributions to owners

Share-based payments

-

-

-

(0.5)

-

-

(0.5)

Exercise of share options

-

-

0.5

(0.4)

-

(0.1)

-

Purchase of own shares

-

-

-

-

(0.7)

(0.1)

(0.8)

Cancellation of shares

-

-

-

-

0.7

(0.7)

-

Dividends paid

-

-

-

-

-

(4.0)

(4.0)

Total transactions with owners recognised directly in equity

-

-

0.5

(0.9)

-

(4.9)

(5.3)

 

 

 

 

 

 

 

 

Balance at 30 June 2026

0.1

22.2

(0.4)

1.5

-

75.0

98.4

For the six months ended 30 June 2025 (Unaudited)

 

Share

 

Share-based

Share

 

 

Share

premium

Treasury

payment

buyback

Retained

Total

capital

account

shares

reserve

reserve

earnings

equity

£m

£m

£m

£m

£m

£m

£m

Balance at 1 January 2025

0.1

22.2

(2.0)

2.3

-

82.8

105.4

 

 

 

 

 

 

 

 

Comprehensive income for the period

Profit for the period

-

-

-

-

-

2.9

2.9

Total comprehensive income for the period

-

-

-

-

-

2.9

2.9

 

 

 

 

 

 

 

 

Contributions by and distributions to owners

Share-based payments

-

-

-

0.8

-

-

0.8

Exercise of share options

-

-

0.9

(0.7)

-

(0.2)

-

Alunet acquisition

-

-

1.1

-

-

-

1.1

Purchase of own shares

-

-

-

-

(2.9)

(0.1)

(3.0)

Cancellation of shares

-

-

-

-

2.9

(2.9)

-

Dividends paid

-

-

-

-

-

(3.9)

(3.9)

 

 

 

 

 

 

 

 

Total transactions with owners recognised directly in equity

-

-

2.0

0.1

-

(7.1)

(5.0)

 

 

 

 

 

 

 

 

Balance at 30 June 2025

0.1

22.2

-

2.4

-

78.6

103.3

 

For the year ended 31 December 2025 (Audited)

 

Share

 

Share-based

Share

 

 

Share

premium

Treasury

payment

buyback

Retained

Total

capital

account

shares

reserve

reserve

earnings

equity

£m

£m

£m

£m

£m

£m

£m

Balance at 1 January 2025

0.1

22.2

(2.0)

2.3

-

82.8

105.4

 

 

 

 

 

 

 

 

Comprehensive income for the year

Profit for the year

-

-

-

-

-

9.6

9.6

Total comprehensive income for the year

-

-

-

-

-

9.6

9.6

 

 

 

 

 

Contributions by and distributions to owners

Share-based payments

-

-

-

1.0

-

-

1.0

Exercise of share options

-

-

1.0

(0.9)

-

(0.2)

(0.1)

Alunet acquisition

-

-

1.1

-

-

-

1.1

Purchase of own shares

-

-

(1.0)

-

(4.9)

(0.1)

(6.0)

Cancellation of shares

-

-

-

-

4.9

(4.9)

-

Dividends paid

-

-

-

-

-

(6.2)

(6.2)

Total transactions with owners recognised directly in equity

-

-

1.1

0.1

-

(11.4)

(10.2)

 

 

 

 

 

 

 

 

Balance at 31 December 2025

0.1

22.2

(0.9)

2.4

-

81.0

104.8

EXPLANATORY NOTES

1 GENERAL INFORMATION AND BASIS OF PREPARATION

Eurocell plc (the 'Company') and its subsidiaries (together the 'Group') is a publicly listed company incorporated and domiciled in England, United Kingdom. The registered office is Eurocell Head Office and Distribution Centre, High View Road, South Normanton, Alfreton, Derbyshire, DE55 2DT.

The Group is principally engaged in the extrusion of PVC window and building products to the new and replacement window market and the sale of building materials across the UK.

The half year report for the six months ended 30 June 2026 reflects the results of the Company and its subsidiaries. It has been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting and the Disclosure and Transparency rules of the United Kingdom's Financial Conduct Authority, and includes the condensed consolidated interim financial statements (the 'interim financial statements').

The interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. They do not include all the information required for full financial statements and should be read in conjunction with the 2025 Annual Report, which was prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006.

The comparative figures for the year ended 31 December 2025 have been extracted from the Group's audited financial statements for that year. Those financial statements are included in the 2025 Annual Report and have been delivered to the Registrar of Companies. The auditor's report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their audit report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The interim financial statements are unaudited but have been reviewed by the auditors in accordance with the Auditing Practices Board guidance on Review of Interim Financial Information.

The Group is affected by seasonality. Sales are usually slower during the first quarter of the year, with September to November typically representing the peak sales period for the Group. Demand in the second half of the year is therefore usually higher than in the first half.

The half year report was approved by the Board of Directors on 2 September 2026.

 

2 GOING CONCERN

The interim financial statements have been prepared on a going concern basis.

The Group funds its activities through a £75 million Revolving Credit Facility ('RCF'), provided by Barclays, NatWest and AIB, which was renewed in the period and now matures in May 2030. The facility includes two key financial covenants, which are tested at 30 June and 31 December on a pre-IFRS 16 basis. These are that net debt should not exceed 3 times adjusted EBITDA (Leverage), and that adjusted EBITDA should be at least 4 times the interest charge on the debt (Interest Cover).

At 30 June 2026 the Group has complied with all of its covenants, and it expects to do so for the next measurement period, being 31 December 2026, and going forward.

In assessing going concern, the Directors have considered financial projections for the period to December 2028, which is consistent with the Board's strategic planning horizon and reflects a period of at least 12 months from the date of approval of the interim financial statements. These forecasts have been compiled based on the best estimates of the Group's commercial and operational teams. This includes a severe but plausible downside scenario, which reflects demand for the Group's products being severely weakened.

In all scenarios tested, including sensitivities reducing sales forecasts to 10% below management's estimates for the period 2026 - 28, key raw material prices increasing by 33% over that period and both scenarios combined, the Group operates with significant headroom on its RCF facility and remains compliant with its original covenants.

After reviewing the Group's projected financial performance and financing arrangements, the Directors consider that the Group has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis in preparing this half year report.

 

3 ACCOUNTING POLICIES AND ESTIMATES

The interim financial statements have been prepared in accordance with the accounting policies and presentation that were applied in the Group's audited financial statements for the year ended 31 December 2025.

A number of new or amended accounting standards became applicable for the current reporting period. The adoption of these standards did not lead the Group to change its accounting policies or make retrospective adjustments. The Group does not intend to adopt any standard, revision or amendment before the required implementation date.

Critical accounting estimates and judgements

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The significant judgements, estimates and assumptions relevant to the preparation of the interim financial statements are consistent with those described on page 131 of the 2025 Annual Report other than asset impairment, following settlement of the related leased property dispute in H1 2026.

 

4 FINANCIAL INSTRUMENTS

The Group is exposed to financial risks through its use of the following financial instruments:

· Trade and other receivables

· Cash and cash equivalents

· Deferred and contingent consideration

· Trade and other payables

· Bank overdrafts and floating-rate bank loans

· Lease liabilities

The relevant financial risks are: credit risk, market risk, foreign exchange risk and liquidity risk.

The Group estimates that the fair value of these financial assets and liabilities is approximate to their carrying amount. Further information in relation to the Group's exposure to financial risks is included on pages 131 to 134 of the 2025 Annual Report.

 

5 NON-UNDERLYING ITEMS

Amounts included in the Consolidated Statement of Comprehensive Income are as follows:

 

Six months

Six months

Year

ended

ended

ended

30 June

2026

30 June

2025

31 December 2025

(Unaudited)

(Unaudited)

(Audited)

£m

£m

£m

Restructuring costs

9.4

1.4

1.8

Strategic IT expenses

2.6

2.2

4.2

(Lease liability provision release)/asset impairment charge

(2.7)

-

0.4

Other, including refinancing and acquisition costs

0.3

0.4

0.4

Total non-underlying expenses

9.6

4.0

6.8

Taxation

(2.5)

(0.9)

(1.6)

Impact on profit after tax

7.1

3.1

5.2

 

Restructuring costs

In response to continued weak market conditions, the Group has undertaken a number of significant restructuring activities to improve future profitability. Non-underlying restructuring costs of £9.4 million in H1 2026 include the following components.

· The Group is consolidating its two recycling plants onto the existing facility at Ilkeston. This required relocation of certain critical equipment from the site at Selby, plus investment in the Ilkeston plant to eliminate single points of failure, enhance the layout and improve working conditions. Operations have now ceased at Selby and processing has started at Ilkeston, with the Selby site exit to be fully concluded by year end. Capital investment is estimated at c.£2.6 million, with annualised cost savings of c.£1.5 million running from 2027. A non-underlying charge of £2.2 million was recorded in H1 2026, comprised of non-cash asset write downs and impairments (£1.6 million), plus dilapidations, redundancy and other costs (£0.6 million).

· To improve profitability in the Branch Network, 10 sites were closed in July 2026, consolidating the Group's footprint in the London region (8 sites closed), and exiting Ireland (2 sites closed). 10 branches have been retained inside the M25, with customer accounts transferred to these locations where possible. Given the significantly higher property and staff costs in London, management believe the consolidated footprint will deliver a stronger overall return. The Group has also withdrawn from Ireland, where the transport and administration costs associated with operating just 2 sites were disproportionate to the returns generated.

Non-cash right of use and other asset impairment charges of £5.1 million were recorded as a non-underlying item in H1, primarily reflecting the period remaining on the associated branch leases. The Group hopes to assign the leases on these premises wherever possible, which would reduce the charge and related cash cost of these closures. With the employee collective consultation process taking place in July, further non-underlying charges of c.£0.5 million, being redundancy payments and related employee benefit termination costs, will be recorded in H2.

· In addition, site establishment and employee benefit termination costs of £0.4 million were recorded as a non-underlying item in H1, under a project to better integrate Alunet and consolidate the Group's warehousing facilities. Further corrective work has been required, and the Group expects additional non-underlying charges of c.£1 million in the second half.

· Management also implemented a further restructuring programme to deliver annualised cost savings of c.£2 million, of which c.£1 million should be realised in H2. This includes a targeted headcount reduction designed to deliver a more efficient structure. Non-underlying charges of £1.7 million were recorded in H1, being redundancy payments and related employee benefit termination costs, with a further £0.4 million to come in H2.

H1 2025 restructuring costs comprised redundancy costs and related asset impairments relating to a reorganisation of the Branch Network teams, with the removal of a layer of regional and operational management, a reduction in the size of the salesforce and closure of a small number of underperforming branches.

 

Strategic IT expenses

Strategic IT expenses of £2.6 million (H1 2025: £2.2 million; FY 2025: £4.2 million) relate to costs incurred on strategic IT projects, involving 'Software as a Service' arrangements and internal resourcing costs, which are expensed as incurred rather than being capitalised as intangible assets.

Such items are considered to be non-underlying in nature because they relate to multi-year programmes to deliver strategic IT implementations which are material in size. In 2025/26, strategic IT projects comprise the replacement of our Enterprise Resource Planning ('ERP') system, including a new trade counter system for the Branch Network. The expected total non-underlying cost of the system replacement is c.£14 million over the 2024-27 period, with £9.0 million incurred up to 30 June 2026.

 

Lease liability provision release

In 2024, a right-of-use asset impairment charge of £3.2 million arose following a dispute with the landlord at a secondary warehouse in Derbyshire. The net book value of the lease liability at 31 December 2024 was £3.1 million. Following a mediation process, a settlement was reached in June 2026 and the remaining lease liability of £2.7 million was released as a non-underlying credit in H1 2026.

 

Refinancing costs

Following renewal of the Group's revolving credit facility in March 2026, the remaining unamortised arrangement fees from the previous facility of £0.3 million were accelerated and charged as a non-underlying item.

 

Impact on cash flow

Of the £9.6 million non-underlying expenses recognised in H1 2026, £4.5 million was settled in cash at 30 June 2026, with £4.1 million (net) relating to non-cash items. The remaining £1.0 million is expected to be settled within the following twelve months. Of the £4.0 million non-underlying expenses recognised in H1 2025, £3.8 million was settled in cash at 30 June 2025 and £(0.1) million related to the reversal of non-cash items. The remaining £0.3 million was settled within the following twelve months.

 

6 SEGMENTAL INFORMATION

The Group organises itself into a number of operating segments that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Internal reporting provided to the chief operating decision-maker, which has been identified as the executive management team including the Chief Executive and the Chief Financial Officer, reflects this structure.

The Group has aggregated its operating segments into four reported segments, as these business units have similar products, production processes, types of customer, methods of distribution, regulatory environments and economic characteristics:

· Profiles - extrusion and sale of PVC window and building products to the new and replacement market in the UK. This segment includes Vista Panels, S&S Plastics and Eurocell Recycle.

· Building Plastics - sale of plastic building materials through the Branch Network substantially all in the UK.

· Alunet - sale of aluminium window and composite door products to the new and replacement market in the UK. This segment includes Alunet Systems, Comp Door, JDUK and UK Doors (Midlands).

· Corporate - represents income and costs relating to the ultimate parent company and includes the assets and related amortisation in respect of acquired intangible assets.

Inter-segmental sales, which are eliminated on consolidation, are transacted on an arm's-length basis and principally relate to manufactured products distributed by the Building Plastics division.

 

Six months ended 30 June 2026 (Unaudited)

Building

 

Corporate

Total

Profiles

Plastics

Alunet

£m

£m

£m

£m

£m

 

Revenue

Total revenue

98.3

107.4

28.4

-

234.1

Inter-segmental revenue

(28.7)

(0.2)

-

-

(28.9)

Total revenue from external customers

69.6

107.2

28.4

-

205.2

 

 

 

 

 

 

Adjusted EBITDA

13.0

7.0

4.9

0.5

25.4

Amortisation of intangible assets

-

-

-

(0.6)

(0.6)

Depreciation of property, plant and equipment

(3.5)

(0.9)

(0.5)

(0.5)

(5.4)

Depreciation of right-of-use assets

(3.2)

(4.6)

(0.4)

(0.1)

(8.3)

Adjusted operating profit/(loss)

6.3

1.5

4.0

(0.7)

11.1

 

 

 

 

 

 

Non-underlying operating expenses

(1.5)

(6.5)

(0.4)

(1.0)

(9.4)

 

 

 

 

 

 

Operating profit/(loss)

4.8

(5.0)

3.6

(1.7)

1.7

 

 

 

 

 

 

Finance expense

(3.1)

Loss before tax

(1.4)

 

Six months ended 30 June 2025 (Unaudited)

Building

 

Corporate

Total

Profiles

Plastics

Alunet

£m

£m

£m

£m

£m

 

Revenue

Total revenue

104.3

102.4

17.7

-

224.4

Inter-segmental revenue

(31.0)

(0.2)

-

-

(31.2)

Total revenue from external customers

73.3

102.2

17.7

-

193.2

 

 

 

 

 

 

Adjusted EBITDA

14.8

6.0

1.9

0.5

23.2

Amortisation of intangible assets

-

-

-

(0.6)

(0.6)

Depreciation of property, plant and equipment

(3.4)

(0.8)

(0.2)

(0.5)

(4.9)

Depreciation of right-of-use assets

(3.1)

(4.3)

(0.1)

(0.1)

(7.6)

Adjusted operating profit/(loss)

8.3

0.9

1.6

(0.7)

10.1

 

 

 

 

 

 

Non-underlying operating expenses

(1.3)

(2.3)

-

(0.4)

(4.0)

 

 

 

 

 

 

Operating profit/(loss)

7.0

(1.4)

1.6

(1.1)

6.1

 

 

 

 

 

 

Finance expense

(2.3)

Profit before tax

3.8

  

 

Year ended 31 December 2025 (Audited)

Profiles

Building Plastics

 

Alunet

Corporate

Total

£m

£m

£m

£m

£m

 

 

 

 

 

Revenue

Total revenue

208.2

210.5

46.7

-

465.4

Inter-segmental revenue

(61.5)

(0.4)

-

-

(61.9)

Total revenue from external customers

146.7

210.1

46.7

-

403.5

 

 

 

 

 

 

Adjusted EBITDA

30.5

14.3

5.8

0.9

51.5

Amortisation of intangible assets

-

-

-

(1.3)

(1.3)

Depreciation of property, plant and equipment

(6.8)

(1.6)

(0.7)

(1.0)

(10.1)

Depreciation of right-of-use assets

(6.3)

(9.3)

(0.3)

(0.1)

(16.0)

Adjusted operating profit/(loss)

17.4

3.4

4.8

(1.5)

24.1

 

Non-underlying operating expenses

(3.4)

(3.0)

-

(0.4)

(6.8)

 

Operating profit/(loss)

14.0

0.4

4.8

(1.9)

17.3

 

Finance expense

(5.1)

Profit before tax

12.2

 

As at 30 June 2026 (Unaudited)

 

Building

 

Corporate

Total

Profiles

Plastics

Alunet

£m

£m

£m

£m

£m

 

 

 

 

 

Segment assets

131.8

92.3

52.5

17.7

294.3

Segment liabilities

(59.2)

(62.1)

(11.4)

(18.3)

(151.0)

Borrowings

(34.3)

Deferred tax

(10.6)

Total liabilities

 

 

 

 

(195.9)

 

 

Total net assets

98.4

 

 

 

 

 

As at 30 June 2025 (Unaudited)

Building

 

Corporate

Total

Profiles

Plastics

Alunet

£m

£m

£m

£m

£m

 

 

 

 

 

Segment assets

126.2

100.7

22.7

42.6

292.2

Segment liabilities

(53.1)

(62.6)

(11.9)

(17.4)

(145.0)

Borrowings

(33.6)

Deferred tax

(0.6)

(9.7)

Total liabilities

 

 

 

 

(188.9)

 

 

Total net assets

103.3

 

As at 31 December 2025 (Audited)

 

Profiles

Building

Plastics

 

Alunet

Corporate

Total

£m

£m

£m

£m

£m

Segment assets

128.6

94.3

49.0

15.9

287.8

Segment liabilities

(58.5)

(57.3)

(11.0)

(18.5)

(145.3)

Borrowings

(27.7)

Deferred tax liability

(10.0)

Total liabilities

 

 

 

 

(183.0)

Total net assets

 

 

 

 

104.8

 

Geographical information

 

Six months ended

30 June 2026

(Unaudited)

Six months ended

30 June 2025

(Unaudited)

Year ended

31 December 2025

(Audited)

 

Revenue

£m

Non-current assets

£m

Revenue

£m

Non-current assets

£m

Revenue

£m

Non-current assets

£m

United Kingdom

204.3

162.7

192.0

168.7

401.3

175.6

Republic of Ireland

0.9

-

1.2

-

2.2

-

Total

205.2

162.7

193.2

168.7

403.5

175.6

 

 

 

 

 

 

 

All revenue is derived from the sale of goods.

 

As at 30 June 2026 the Group employed 2,175 people in the UK, and 4 people in the Republic of Ireland.

 

7 TAXATION

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

 

(Unaudited)

(Unaudited)

(Audited)

 

£m

£m

£m

 

Current tax

 

 

 

Current tax on profit for the period

(0.8)

0.6

2.4

Adjustments in respect of prior years

-

-

(0.4)

Total current tax

(0.8)

0.6

2.0

 

 

 

 

Deferred tax

 

 

 

Origination and reversal of temporary differences

0.5

0.3

0.8

Adjustment in respect of prior years

-

-

(0.2)

 

 

 

Total deferred tax

0.5

0.3

0.6

 

 

 

 

Total tax (credit)/expense

(0.3)

0.9

2.6

 

The reasons for the difference between the current tax (credit)/charge and the standard rate of corporation tax in the United Kingdom applied to profits for the relevant periods are as follows:

 

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

 

(Unaudited)

(Unaudited)

(Audited)

 

£m

£m

£m

 

 

 

 

(Loss)/profit before tax

(1.4)

3.8

12.2

 

 

 

 

Expected tax expense based on the standard rate of corporation tax in the UK of 25% (2025: 25%)

(0.3)

0.9

3.1

 

 

Expenses not deductible for tax purposes

0.2

0.2

0.6

Patent Box claim

(0.2)

(0.2)

(0.5)

Adjustments in respect of prior years

-

-

(0.4)

Deferred tax impact of share-based payments

-

0.3

-

Tax effect of accelerated capital allowances

(0.5)

(0.6)

(0.8)

 

 

 

 

Current tax (credit)/expense

(0.8)

0.6

2.0

 

 The reasons for the difference between the total tax (credit)/charge and the standard rate of corporation tax in the United Kingdom applied to profits for the relevant periods are as follows:

 

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

 

(Unaudited)

(Unaudited)

(Audited)

 

£m

£m

£m

 

 

 

 

(Loss)/profit before tax

(1.4)

3.8

12.2

 

 

 

 

Expected tax expense based on the standard rate of corporation tax in the UK of 25% (2024: 25%)

(0.3)

0.9

3.1

 

 

Expenses not deductible for tax purposes

0.2

0.2

0.4

Patent Box claim

(0.2)

(0.2)

(0.5)

Adjustments to tax charge in respect of prior years

-

-

(0.6)

Derecognition of trading losses

-

-

0.2

 

 

 

 

Total tax (credit)/expense

(0.3)

0.9

2.6

 

Changes in tax rates and factors affecting the future tax charge

In calculating the half year tax charge, the expected effective tax rate for the full year has been applied to the half year underlying profit, with the exception of the remeasurement of deferred tax liabilities, which has been applied in full.

There are no material uncertain tax provisions.

 

Tax included in Other Comprehensive Income

The tax credit arising on share-based payments within Other Comprehensive Income is £nil (H1 2025: £nil).

Based on the current investment plans of the Group, and assuming the rates of capital allowances on capital expenditure continue into the future, there is little prospect of any significant part of the deferred tax liability becoming payable over the next three years.

 

Tax residency

Eurocell plc and its subsidiaries are all registered in the United Kingdom and are resident in the UK for tax purposes. The Group had two branches in the Republic of Ireland, with combined annual revenues of c.£2 million (2025: c.£2 million), total assets of less than £50,000 (2025: less than £50,000) and four (2025: seven) full time employees. For tax purposes these two trading locations form a single branch within Eurocell Building Plastics Limited, and therefore any profits generated are subject to tax in the Republic of Ireland. Both branches were closed in July 2026 therefore the Group will be entirely UK based by the end of the year. 

The tax charge in relation to the Group's Republic of Ireland operations in 2025 was €570 and tax payments of €570 were made during that year. The reason for the difference between the tax charge for the year and the standard rate of corporation tax in Ireland applied to the profits for the year is due to utilisation of losses brought forward. No deferred tax assets are recognised on unutilised losses due to the uncertainty of future profits in the Republic of Ireland.

 

8 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares. Adjusted earnings per share excludes the impact of non-underlying items.

Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects of dilutive options. In the event that a loss is recorded for the period, share options are not considered to have a dilutive effect.

 

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

 

(Unaudited)

(Unaudited)

(Audited)

 

£m

£m

£m

 

 

 

 

Profit attributable to ordinary shareholders excluding non-underlying items

6.0

6.0

14.8

(Loss)/profit attributable to ordinary shareholders

(1.1)

2.9

9.6

 

 

 

 

 

Number

Number

Number

 

 

 

 

Weighted average number of shares - basic

98,799,548

100,585,880

100,739,059

Dilutive impact of share options granted

294,459

684,490

1,097,003

Weighted average number of shares - diluted

99,094,007

101,270,370

101,836,062

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

 

(Unaudited)

(Unaudited)

(Audited)

Pence

Pence

Pence

Basic (losses)/earnings per share

(1.1)

2.9

9.5

Adjusted basic earnings per share

6.1

6.0

14.6

Diluted (losses)/earnings per share

(1.1)

2.9

9.4

Adjusted diluted earnings per share

6.1

5.9

14.5

 

9 NON-CURRENT ASSETS

 

Property, plant and equipment

Right-of-use assets

Intangible assets

 

£m

£m

£m

 

At 1 January 2026

63.2

71.6

40.8

Additions

6.3

1.9

0.3

Acquisitions

-

-

0.6

Impairment

(1.4)

(4.1)

-

Disposals

(1.5)

(0.7)

-

Depreciation and amortisation

(5.4)

(8.3)

(0.6)

At 30 June 2026

61.2

60.4

41.1

 

10 DIVIDENDS

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

 

(Unaudited)

(Unaudited)

(Audited)

 

£m

£m

£m

 

 

 

 

Dividends paid during the period

 

 

 

Interim dividend for 2025 of 2.3p per share

-

-

2.3

Final dividend for 2025 of 4.1p per share (2024: 3.9p per share)

4.0

3.9

3.9

 

4.0

3.9

6.2

 

 

 

 

Dividends proposed

 

 

 

Interim dividend for 2026 of 2.5p per share

(2025: 2.3p per share)

2.5

2.3

-

Final dividend for 2025 of 4.1p per share

-

-

4.1

2.5

2.3

4.1

 

11 RECONCILIATION OF (LOSS)/PROFIT AFTER TAX TO CASH GENERATED FROM OPERATIONS

 

Six months

Six months

Year

 

ended

ended

ended

 

30 June

30 June

31 December

 

2026

2025

2025

(Unaudited)

(Unaudited)

(Audited)

£m

£m

£m

(Loss)/profit after tax

(1.1)

2.9

9.6

Taxation

(0.3)

0.9

2.6

Finance expense

3.1

2.3

5.1

Operating profit

1.7

6.1

17.3

 

 

 

 

Adjustments for:

Depreciation of property, plant and equipment

5.4

4.9

10.1

Depreciation of right-of-use assets

8.3

7.6

16.0

Amortisation of intangible assets

0.6

0.6

1.3

Impairment of tangible and right-of-use assets

5.5

0.2

-

Loss on sale of tangible fixed assets

1.2

0.2

0.2

Profit on termination of right-of-use assets

(2.5)

-

-

Share-based payments

(0.5)

0.8

1.0

(Increase)/decrease in inventories

(0.2)

0.8

(0.2)

(Increase)/decrease in trade and other receivables

(15.9)

(9.9)

0.9

Increase in trade and other payables

14.8

8.2

3.0

Increase in provisions

0.4

0.2

0.5

Cash generated from operations

18.8

19.7

50.1

 

12 ACQUISITION OF SUBSIDIARIES

On 7 March 2025 the Group acquired 100% of the ordinary share capital of Alunet Systems Limited, Comp Door Limited, JD (UK) Investments Limited, JD (UK) Limited and UK Doors (Midlands) Limited, together "the Alunet Group", for an initial consideration of £22.3 million. Of the initial consideration, £1.1 million was in the form of ordinary shares in Eurocell plc and satisfied out of shares held in treasury, with the remainder paid in cash. Following the Group finalising fair value adjustments, further consideration of up to £14.3 million is payable over the next four years, contingent upon future performance. The Group's final estimate of the present value of the future amounts payable is £13.1 million. Strong EBITDA delivery for 2025 has resulted in earn out payments of £3.4 million in 2026, of which £2.6 million was made in H1.

Goodwill represents potential synergies arising from the enlarged group. The amount of goodwill deductible for tax purposes is £nil.

The final assessment of the fair values has been completed which resulted in an increase to contingent consideration and a corresponding increase to goodwill of £0.6 million. The goodwill recognised for the combined Alunet Group is as follows:

 

 

Book values on acquisition

Fair value adjustment

Recognised values on acquisition

Total acquired assets and liabilities

 

£m

£m

£m

 

 

 

 

 

Intangible assets

-

2.0

2.0

Property, plant and equipment

1.4

-

1.4

Right-of-use assets

-

3.3

3.3

Inventories

5.5

0.7

6.2

Trade and other receivables

7.5

(0.2)

7.3

Cash and cash equivalents

0.6

-

0.6

Trade and other payables

(6.7)

-

(6.7)

Lease liabilities

-

(3.4)

(3.4)

Provisions

-

(0.1)

(0.1)

Corporation tax

(0.3)

-

(0.3)

Deferred tax

(0.1)

(0.7)

(0.8)

Identifiable assets and liabilities

 

7.9

1.6

9.5

Cash consideration paid

21.2

Equity issued as consideration

1.1

Present value of deferred consideration

0.6

Present value of contingent consideration

12.5

Total consideration

 

 

 

35.4

Goodwill on acquisition

 

 

 

25.9

Cash flows arising on the acquisition were £20.6 million comprising the initial cash consideration paid less cash acquired.

 

Fair value adjustments

· The adjustment to intangible assets is to recognise intangible assets in respect of customer relationships, and has been valued using discounted cash flows.

· The adjustment to inventories is to reflect the fair value of finished goods acquired.

· The adjustment to trade receivables is a bad debt provision which has been made as part of the fair value exercise.

· The adjustment to provisions is to recognise a dilapidations provision in respect of the leased premises.

· The adjustment to deferred taxation is to recognise the deferred tax liability arising on the intangible assets.

 

Subsequent payments

Under the terms of the acquisition agreement, the vendors are entitled to further cash consideration based on financial performance for the years ended 31 December 2025-28. An element of this further consideration is of certain amount and timing and has therefore been recognised as deferred consideration at 31 December 2025 (£0.6 million). The remaining consideration is dependent upon future performance and has therefore been classified as contingent consideration. The final estimated amount of contingent consideration is £14.3 million, and a liability for the present value of this amount has been recognised within Current and Non-Current Liabilities (in total £13.1 million). The discount will be unwound through Finance Expense in the Consolidated Statement of Comprehensive Income.

 

Acquisition-related costs

The Group incurred acquisition-related costs of £nil in the period to 30 June 2026 and £0.4 million in relation to professional fees and transaction costs arising upon acquisition in the year ended 31 December 2025. Costs of £0.8 million were incurred in the year ending 31 December 2024. These costs have been expensed to the Consolidated Statement of Comprehensive Income in the relevant periods.

 

13 BORROWINGS

The book and fair value of borrowings are as follows:

 

 

Six months ended

30 June 2026 (Unaudited)

Six months ended

30 June 2025 (Unaudited)

Year ended

31 December 2025 (Audited)

 

Book value

£m

Fair

value

£m

Book value

£m

Fair

value

£m

Book value

£m

Fair

value

£m

 

Non-current

 

 

 

 

 

 

Bank borrowings unsecured

34.3

34.3

33.6

33.6

27.7

27.7

 

Borrowings of £35.0 million were drawn down at 30 June 2026 (30 June 2025: £34.0 million; 31 December 2025: £28.0 million). The average drawdown on the facility during the period ended 30 June 2026 was £33.8 million (30 June 2025: £29.0 million; 31 December 2025: £28.1 million). Total unamortised costs of £0.7 million as at 30 June 2026 (30 June 2025: £0.4 million; 31 December 2025 £0.3 million) are presented as a deduction to borrowings.

The bank borrowings outstanding at 30 June 2026 are classified as non-current liabilities as they relate to committed facilities available to the Group until 2030. The book value and fair value are not considered to be materially different.

The Group has a £75 million multi-currency revolving unsecured credit facility, which was renewed in the period and now matures in May 2030. Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the ratio of total net debt to consolidated EBITDA (on a pre-IFRS 16 basis).

The facility includes two key financial covenants, which are tested at 30 June and 31 December on a pre-IFRS 16 basis. These are that net debt should not exceed 3 times adjusted EBITDA (Leverage), and that adjusted EBITDA should be at least 4 times the interest charge on the debt (Interest Cover).

All of the Group's borrowings are denominated in Sterling. The analysis of repayments on the combined borrowings is as follows:

 

 

Six months ended

30 June 2026 (Unaudited)

Six months ended

30 June 2025 (Unaudited)

Year ended

31 December 2025

(Audited)

 

 

£m

£m

£m

 

 

 

 

 

Within one year or repayable on demand

-

-

-

Between one and two years

-

34.0

28.0

Between two and five years

35.0

-

-

 

 

35.0

34.0

28.0

 

14 SHARE BUYBACKS

During the period, the Company completed the £5 million share buyback launched in March 2025. Between 20 March 2025 and 16 February 2026 when the buyback was completed, a total of 3,478,173 Ordinary Shares in the Company were repurchased on the London Stock Exchange at an average price of £1.44 per share of which 552,823 Ordinary Shares were repurchased in H1 2026. All of the repurchased shares were purchased for cancellation.

 

15 RELATED PARTY TRANSACTIONS

The remuneration of Executive and Non-executive Directors is disclosed in the 2025 Annual Report. There were no material transactions with key management personnel in the current or comparative periods.

Steve Hudson, a Director of the Alunet Group, had shareholdings in the entities set out below, to which sales in the period were as follows (31 December 2025: from 7 March 2025, being the acquisition date for Alunet).

 

 

 

Six months ended

30 June 2026 (Unaudited)

Six months ended

30 June 2025 (Unaudited)

Year ended

31 December 2025

(Audited)

 

 

£'000

£'000

£'000

 

 

 

 

 

SGG Manufacturing Limited

211

-

476

Slide & Fold Aluminium Limited

684

-

640

Purchases in the period were as follows (31 December 2025: from 7 March 2025).

 

 

 

Six months ended

30 June 2026 (Unaudited)

Six months ended

30 June 2025 (Unaudited)

Year ended

31 December 2025

(Audited)

 

 

£'000

£'000

£'000

 

 

 

 

 

SGG Manufacturing Limited

533

293

703

 

16 CAPITAL COMMITMENTS

The Group is committed to a further £6.0 million of capital investment in 2026.

 

17 EVENTS AFTER THE BALANCE SHEET DATE

To drive further growth in garden room sales and capture the full end-to-end profit margin on our garden room product range, we acquired ATT Fabrications ('ATT'), a garden room fabricator, in September 2026. Cash consideration of £5 million was funded through our revolving credit facility. For the year ended 31 March 2026, ATT delivered sales of £7.8 million and EBITDA of £0.8 million. We anticipate the acquisition will be earnings accretive in the first full year. This is a non-adjusting post balance sheet event.

The Directors are not aware of any other material events that have occurred after 30 June 2026 which would require disclosure under IAS 10. 

 

INDEPENDENT REVIEW REPORT TO EUROCELL PLC

 

Conclusion

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2026 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity, and related notes 1 to 17.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2026 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

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

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

 

Conclusion Relating to Going Concern

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

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

 

Responsibilities of the directors

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

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

 

Auditor's Responsibilities for the review of the financial information

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

 

Use of our report

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

 

Deloitte LLP

Statutory Auditor

Birmingham, United Kingdom

2 September 2026

 

 

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