Genuit Group plc

Interim results for the six months ended 30 June 2025

 Revenue and profit growth, full year expectations maintained

Genuit Group plc ('Genuit', the 'Company' or the 'Group'), the UK's largest provider of sustainable water, climate and ventilation solutions for the built environment, today announces its unaudited interim results for the six months ended 30 June 2025.

^{1 Alternative performance measures (APMs) are used by the Group to assess the underlying performance of the business. A definition of all the APMs is set out in Note 1 of the interim condensed consolidated financial statements on pages 16 and 17.}

^{2 Underlying operating cash conversion has been restated for both periods to a pre capex and lease payments basis, previously calculated as underlying operating cashflow (after payments for capital expenditure excluding non-underlying proceeds of sale and lease liabilities), as the Group believes this is a more appropriate measure of cash conversion as it demonstrates the Group's working capital cash management efficiency before capital investment and allows for alignment with the Group's strategic investment profile in the medium-term.}

^{3 Pro-forma EBITDA is reconciled in Note 11 on page 23.}

^{4 Company compiled consensus range for FY25 underlying operating profit is between £93.0m and £97.7m.}

Joe Vorih, Chief Executive Officer, said:

"The Group returned to top line growth in the first half of this year, outperforming a market that continues to be characterised by weak confidence and broadly flat volumes. In this context, we are pleased to have delivered growth in key segments including ventilation and blue-green roofs, as well as targeted market share gains.

As we look forward into the second half, we anticipate these challenging market conditions to persist, although with margins benefiting from price actions, cost efficiency and productivity actions already underway, supported by the Genuit Business System. We expect underlying operating profit for the year to be in-line with consensus⁴.

We are confident in our ability to continue to outperform our markets, with supportive regulatory-driven tailwinds emerging, including the Future Homes Standard, where our breadth of offering is supporting our customers' development, and the AMP8 spending cycle, with its focus on stormwater management solutions."

Financial Highlights

·      Half year revenue of £297.8m (H1 2024: £272.4m) increased by 9.3% year-on-year on a reported basis and 6.1% on a like-for-like basis, driven by adoption of new solutions and targeted market share gains.

·      Reported operating profit of £37.5m (H1 2024: £21.3m) increased 76.1% year-on-year, due to higher gross profit and lower exceptional items than the prior year.

·      Underlying operating profit of £44.6m, an improvement year-on-year of 2.3%, despite the increased costs associated with the National Insurance and National Minimum Wage increases. 

·      Like-for-like underlying operating profit margin of 15.5% (H1 2024: 16.0%) reduced by 50bps (100bps on a reported basis), reflecting the expected impact of the prevailing cost and pricing environment.

·      Underlying operating cash generation of £38.7m (H1 2024: £54.9m), representing 65.1% cash conversion (H1 2024: 99.5%), in-line with management expectations and reflects a normal phasing. Full year operating cash conversion is expected to be in the region of 90%, in-line with our medium-term target.

·      Leverage reduced from 1.1 times at 30 June 2024 to 1.0 times pro-forma EBITDA at 30 June 2025, providing strategic optionality for disciplined bolt-on M&A opportunities.

·      The Board is proposing an interim dividend per share of 4.2p (H1 2024: 4.1p), in-line with the Group's progressive dividend policy and reflecting both the strength of the balance sheet and the Board's confidence in medium-term prospects.

Business Unit Performance

·      Climate Management Solutions (CMS)

o  Revenue up 7.9% to £87.6m, with an underlying operating margin of 14.9% on a like-for-like basis (H1 2024: 15.1%).

o  Reflects strong growth in Nuaire and Adey, with efficiency gains from Genuit Business System (GBS) and automation partially offsetting the margin impact of National Insurance and National Minimum Wage increases.

·      Water Management Solutions (WMS)

o  Revenue up 2.7% to £86.2m, with an underlying operating margin of 4.5% on a like-for-like basis (H1 2024: 10.0%).

o  Year-on-year growth in stormwater attenuation and blue-green roofs, with margins impacted by National Insurance and National Minimum Wage increases and a slow-moving inventory provision.

o  Price and cost actions and GBS projects have been implemented, which will positively impact H2 margins.   

·      Sustainable Building Solutions (SBS)

o  Revenue up 7.9% to £120.2m, with an underlying operating margin of 23.4% (H1 2024: 21.1%) on a reported and like-for-like basis.

o  Growth reflects market share gains following the exit of a competitor in drainage and moderate growth in housebuilding, with margins benefiting from GBS productivity enhancements.

Strategic and Operational Highlights

Growth - Focusing on higher-growth, sustainability-driven markets, via organic growth and disciplined M&A opportunities.

·      Genuit's product portfolio is expected to benefit from emerging regulatory changes and sustainability-related growth drivers.

·      The introduction of Awaab's Law later in 2025, targeting damp and mould in private rental and social housing, is expected to drive continued demand in residential ventilation for CMS.

·      The AMP8 spending cycle for water companies is underway with increasing spend from 2026, creating significant opportunities for WMS with its focus on stormwater management.

·      The Future Homes Standard will be clarified later in 2025 and implemented over the course of one to two years. Major housebuilders are already deploying solutions ahead of formal introduction and the Group's breadth of offering is increasing the addressable market for the Group.

·      Sky Garden is benefiting from growth in the blue-green roof market due to increased requirements for stormwater management, re-greening and biodiversity in developments.

·      New Product Vitality at 15.3%, with a strong innovation pipeline of over 60 projects in progress across the Group.

Sustainability - Providing the lowest-carbon choice for our customers and maximising exposure to structural growth drivers.

·      Continued improvement on reducing scopes 1 & 2 carbon intensity, on a rolling twelve-month basis, to 0.108 tCO₂e per tonne of production (H1 2024: 0.139); awarded first Carbon Disclosure Project score of B.

·      Genuit remains the European leader for recyclate use amongst its peers, with recycled materials forming 50.9% of polymer inputs (H1 2024: 51.2%) in the Group's strategic Business Units.

Genuit Business System - Creating value through lean transformation and operational excellence.

·      Over 40 GBS kaizen events held across the Group in H1 2025 (H1 2024: 12), driving improvements in productivity, space utilisation and customer service.

·      A kaizen event at Building Products increased equipment effectiveness from an average of 37% to 80%, reducing downtime by over 50% and gaining an additional 12,500 hours of moulding capacity per year, enabling future growth without requiring capex investment.

·      At the end of H1 2025, almost 20% of Genuit employees had participated in a targeted GBS kaizen event or training, including over 30% of the Genuit Leadership Team.

People and Culture - Creating value and enabling growth through the capability, expertise and development of our employees.

·      Continued investment in accredited Earn and Learn programmes for employees, with 20.5% of colleagues in The 5% Club (FY 2024: 18.3%).

·      The Group promoted 53 colleagues during H1 2025 of which 30% were female. The Group welcomed 9 senior leaders in H1 2025 of which 55% were female, reflecting our continued commitment to diversity and inclusion in the construction industry.

Outlook

·      The Group continues to trade in-line with management's expectations and expects full year underlying operating profit to be in-line with consensus.⁴

·      The external environment remains challenging and increases in market volumes are not expected this year.

·      The Group expects underlying EBIT margin to increase sequentially in the second half, as price increases, productivity gains from Genuit Business System projects and other cost efficiencies, particularly in Water Management Solutions, are delivered.

·      The Group has strong operational gearing and has at least 25% available capacity within the current operational footprint, providing confidence in the achievement of medium-term profit targets as volumes grow.

·      The Group remains focused on outperforming the market through adoption of new solutions, targeted share gains and cultivating the emerging structural trends to which it is exposed.

^{4 Company compiled consensus range for FY25 underlying operating profit is between £93.0m and £97.7m}

Enquiries:

Joe Vorih, Chief Executive Officer

Tim Pullen, Chief Financial Officer

+44 (0) 1138 315315

Headland Consultancy:

A copy of this report will be available on our website www.genuitgroup.com today from 0700hrs (BST).

A live webcast of the Half Year Results presentation, hosted by Joe Vorih, Chief Executive Officer, and Tim Pullen, Chief Financial Officer, will be broadcast at 0830 on Tuesday 12 August 2025. To access the live presentation on that date, participants will be required to register in advance using the following webcast link:

https://www.investis-live.com/genuit-group/68760a131efae0000ed0dbdc/lanrt

We recommend you register by 0815hrs (BST). The webcast will be recorded, and a replay will be available shortly after the webcast ends via the same link above. A recording of the presentation and a copy of the slides will be available following the event on the Company's website at Results, Reports & Presentations - Genuit Group plc

Notes to Editors:

About Genuit Group plc

Genuit Group plc is the UK's largest provider of sustainable water, climate and ventilation solutions for the built environment. Genuit's solutions allow customers to mitigate and adapt to the effects of climate change and meet evolving sustainability regulations and targets.

The Group is divided into three Business Units, each of which addresses specific challenges in the built

environment:

·      Climate Management Solutions - Addressing the drivers for low carbon heating and cooling, and clean and healthy air ventilation.

·      Water Management Solutions - Driving climate adaptation and resilience through integrated surface and drainage solutions.

·      Sustainable Building Solutions - Providing a range of construction solutions to reduce the carbon content of the built environment.

Across these Business Units, Genuit's brands are some of the most well-established and innovative in the industry, including Polypipe, Nuaire and Adey.

The Group primarily serves the UK and European building and construction markets with a presence in Italy and the Netherlands and sells to specific niches in the rest of the world.

Group Results

Revenue and profitability

Group revenue for the six months ended 30 June 2025 was 9.3% higher than the prior year at £297.8m (H1 2024: £272.4m). On a like-for-like basis, excluding the impact of 2024 acquisitions, revenue was 6.1% higher than prior year.

The Group saw a 100 basis points gross margin reduction versus 2024 H1 including the effects of the National Insurance and National Minimum Wage increases and a one-off slow moving inventory provision of £0.9m recognised in WMS. Underlying operating profit increased to £44.6m (2024: £43.6m) despite these impacts.

Underlying profit before tax was £38.8m (2024: £37.6m), an increase of 3.2%. The Group continued to invest in product development and innovation throughout the first half of 2025. In H1 2025, operating profit benefited from £0.8m of HMRC approved Research and Development expenditure credit (2024: £0.9m).

Underlying profit after tax was higher than the prior year at £28.9m (2024: £27.7m). Underlying basic earnings per share were 11.6 pence (2024: 11.2 pence).

Including non-underlying items, profit after tax was £23.9m (2024: £8.4m), and basic earnings per share were 9.6 pence (2024: 3.4 pence).

* Relates to Polypipe Italia SRL which does not form part of the Group's strategic Business Units.

* Return on sales (ROS) is equivalent to underlying operating margin (underlying operating profit / revenue)

** Relates to Polypipe Italia SRL which does not form part of the Group's strategic Business Units.

Business Unit Review

Climate Management Solutions

·      Climate Management Solutions (CMS) revenue of £87.6m increased by 11.5% year-on-year on a reported basis (7.9% increase on a like-for-like basis), with an underlying operating margin of 13.8% on a reported basis (H1 2024: 15.1%) and 14.9% on a like-for-like basis (H1 2024: 15.1%).

o  Nuaire has seen growth in residential ventilation, with continued RMI spending in social housing and strong sales into newbuild, including Mechanical Ventilation with Heat Recovery units with cooling modules. The introduction of Awaab's Law later in the year is expected to support trends in residential ventilation, tackling damp and mould hazards in private rented housing as well as social housing.

o  A solid performance was achieved at Adey due to demand for filters and chemicals associated with an increase in boiler installations of c.8% year-on-year in the first half.

o  The residential RMI market remains subdued, resulting in challenging market conditions for the Nu-Heat and Omnie underfloor heating brands, however medium-term growth is still anticipated due to the adoption of air source heat pumps requiring larger heating emitters. The integration of Omnie, acquired in 2024, and Nu-Heat is continuing with the teams now co-located, enabling collaboration to scale the business and drive profitable growth as the RMI market recovers.

o  Like-for-like margin improvement (excluding the impact of National Insurance and National Minimum Wage increases) was achieved through continued deployment of GBS and automation focused capex investments, particularly in Adey and Nuaire.

o  Whilst Genuit Group is not directly exposed to changes in trade tariffs, CMS continues to monitor the indirect impact on global supply chain risks, including the potential impact of the geo-political situation on container movements and input component availability. 

Water Management Solutions

·      Water Management Solutions (WMS) revenue of £86.2m increased by 10.4% year-on-year on a reported basis (2.7% increase on a like-for-like basis), with an underlying operating margin of 4.6% on a reported basis (H1 2024: 10.0%) and 4.5% on a like-for-like basis (H1 2024:10.0%).

o  Challenging market conditions persist, with project starts continuing to be affected by business confidence. However, year-on-year growth has been achieved in stormwater attenuation products and solutions in both the UK and the Middle East, offsetting other softness.

o  Underlying operating margin has reduced sequentially from 7.3% in H2 2024 to 4.5% like-for-like in H1 2025 due to the effects of low volumes on operational gearing, the National Insurance and National Minimum Wage cost increases and a one-off slow moving inventory provision of £0.9m.

o  Actions are being implemented to reduce costs and increase efficiency in WMS without reducing capacity. Together with pricing and productivity improvements, these will strengthen Business Unit operating margins in the second half.

o  The Sky Garden green roof business acquired in 2024 has been successfully integrated into the Group and has a high level of order coverage for the remainder of the year. The operation is achieving efficiency improvements through the deployment of GBS and the vertical integration with Permavoid's blue roof solutions. The blue-green roof market is anticipated to grow in excess of 15% CAGR in coming years due to requirements for stormwater management, urban re-greening and biodiversity.

o  The AMP8 spending cycle is underway with 2025 representing a planning year ahead of capital programmes with increasing spend from 2026. WMS has strong engagement with water utility companies, has been awarded its first framework opportunity and has quoted for a number of early projects. Increasing capacity of stormwater management systems to prevent overflows is a focus area of spend in this AMP cycle.

Sustainable Building Solutions

·      Sustainable Building Solutions (SBS) revenue of £120.2m increased by 7.9% year-on-year, with an underlying operating margin of 23.4% on a reported and like-for-like basis (H1 2024: 21.1%), representing an increase of 230bps.

o  Revenue growth includes market share gains associated with the exit of a competitor for drainage products from the UK market, with moderate year-on-year growth in new housebuilding offsetting continued softness in RMI markets. 

o  Strong growth has been achieved at the Manthorpe and Building Services businesses, the latter seeing encouraging growth in offsite fabrication services for commercial and multi-storey buildings. Offsite fabrication and modern methods of construction are re-emerging as a growth driver, with the benefit of reducing on-site labour and therefore acting as part of the solution to construction labour shortages.

o  Operating margins continue to benefit from GBS productivity enhancements.

o  New housebuilding volumes have been positive year-on-year with low single digit growth in volumes in the first half, albeit from a low base and with cautionary outlooks from some major housebuilders heading into the remainder of 2025 and into 2026.

o  The detail of the Future Homes Standard is anticipated to be published later in the year with lead-in and transitional periods of between 12 and 24 months to be clarified. Some major new housebuilders have already started to deploy solutions ahead of regulatory requirements and SBS is engaged with several customers on the development of these solutions. Increases in the Group's addressable market is anticipated from the rollout of underfloor heating systems and higher ventilation requirements.

Non-underlying costs

Non-underlying items significantly decreased to £7.1m (2024: £22.3m) before tax due to a goodwill impairment charge in the prior year and is net of the proceeds from the sale of a property in the period ending 30 June 2025 resulting in £1.0m profit on disposal. Other costs included non-cash amortisation of £7.1m (2024: £7.2m).

Non-underlying items include the costs of restructuring of £0.6m. The Group expects to incur a further £3.7m of restructuring costs in exceptional items in H2 to complete targeted actions to reduce cost and increase efficiency of operations. These will generate over £1.9m of savings in the second half and c.£5.0m of savings on an annualised basis.

Finance Costs

Underlying finance costs reduced slightly to £5.8m (2024: £6.0m), which was in-line with expectations following similar Revolving Credit Facility (RCF) borrowings. The Group continued to focus on cash management during H1 2025 to ensure RCF borrowings are as low as possible to reduce interest impact and allow optionality for funding growth.

Taxation

The Group's tax charge for the six months ended 30 June 2025 was £7.8m (2024: £6.9m) which represents an effective tax rate of 24.5% (2024: 45.1%). The underlying tax rate (underlying tax / underlying profit before tax) has been provided at the estimated full year rate of 25.5% (2024 full year: 24.5%).

Dividend

The Group intends to pay an interim dividend of 4.2 pence per share (2024: 4.1 pence per share). The Group aims to pay a progressive dividend, based on dividend cover of 2.0x or greater over the business cycle. This dividend will be paid on 1 October 2025 to shareholders on the register at the close of business on 29 August 2025.

Cash Flow and Net Debt

Delivery of strong cash generation remains core to the Group's strategy. Underlying operating cash conversion was 65.1% (2024: 99.5%), calculated as underlying operating cashflow (before payments for capital expenditure and lease liabilities) divided by underlying operating profit before depreciation and amortisation. This is in-line with management expectations and reflects a normal phasing. The Group restated underlying operating cash conversion for both periods, during 2025, to exclude the impact of capex and lease payments. Full year operating cash conversion is expected to be in the region of 90%, in-line with our medium-term target.

Capital expenditure was in-line with prior year at £12.5m (2024: £12.6m). The full year 2025 is expected to be in the range of £30-£35m in-line with previous guidance, with a primary focus on key, strategic and innovation projects.

Net debt (including unamortised debt issue costs but excluding the effects of IFRS 16 capitalisation) decreased to £114.2m at 30 June 2025 (30 June 2024: £122.5m, 31 December 2024: £101.6m). Leverage was in-line with expectations at 1.0 times pro-forma EBITDA (30 June 2024: 1.1 pro-forma EBITDA). With continued strong cash generation expected, the Group's balance sheet provides an opportunity to deploy capital for disciplined bolt-on M&A.

Going Concern

The Group continues to meet its day-to-day working capital and other funding requirements through a combination of long-term funding and cash deposits. The Group's bank financing facilities consists of a seven-year private placement loan note of £25.0m with an uncommitted shelf facility of £125.0m payable in August 2029 and a £350.0m Sustainability-Linked revolving credit facility with an uncommitted 'accordion' of £50.0m available until August 2026. The Group exercised its option to extend the RCF through to August 2027 with a limit of £310.3m and then through to August 2028 with a limit of £285.6m, subject to covenant headroom. At 30 June 2025, the Group had available £225.0m of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. The Directors are satisfied that the Group has sufficient liquidity and covenant headroom to withstand reasonable variances to the base forecast, as well as the downside scenarios. In addition, the Directors have noted the range of possible additional liquidity options available to the Group, should they be required.

As a result, the Directors have satisfied themselves that the Group has adequate financial resources to continue in operational existence for a period of at least the next 18 months. Accordingly, they continue to adopt the going concern basis in preparing the condensed set of consolidated financial statements.

Principal Risks and Uncertainties

The Board continually assesses and monitors the key risks of the business and Genuit has developed a risk management framework to identify, report, and manage its principal risks and uncertainties. The principal risks and uncertainties that could have a material impact on the Group's performance and prospects, and the mitigating activities which are aimed at reducing the impact or likelihood of a major risk materialising, have not changed from those which are set out in detail in the principal risks and uncertainties section of the 2024 Annual Report and Accounts.

These principal risks and uncertainties include macro-economic and political conditions; climate change; raw materials supply and pricing; information systems disruption; reliance on key customers and recruitment and retention of key personnel.

A copy of the 2024 Annual Report and Accounts is available on the Company's website www.genuitgroup.com

^{2 Underlying operating cash conversion has been restated for both periods to a pre capex and lease payments basis, previously calculated as underlying operating cashflow (after payments for capital expenditure excluding non-underlying proceeds of sale and lease liabilities), as the Group believes this is a more appropriate measure of cash conversion as it demonstrates the Group's working capital cash management efficiency before capital investment and allows for alignment with the Groups strategic investment profile in the medium-term.}

Forward-Looking Statements

This report contains various forward-looking statements that reflect management's current views with respect to future events and financial and operational performance. These forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other factors, which may be beyond the Group's control, and which may cause actual results or performance to differ materially from those expressed or implied from such forward-looking statements. All statements (including forward-looking statements) contained herein are made and reflect knowledge and information available as of the date of preparation of this report and the Group disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. Nothing in this report should be construed as a profit forecast.

Directors' Responsibility Statement

We confirm that to the best of our knowledge:

·      The condensed set of consolidated financial statements has been prepared in accordance with UK-adopted International Accounting Standard (IAS) 34, Interim Financial Reporting; and

·      The Interim Management Report includes a fair review of the information required by:

(a)  DTR 4.2.7R of the Disclosure Guidance 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 consolidated financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

(b)  DTR 4.2.8R of the Disclosure Guidance 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 and Accounts that could do so.

This report was approved by the Board of Directors on 11 August 2025 and is available on the Company's website www.genuitgroup.com.

The Directors of the Company are:

By order of the Board:

Interim Group Income Statement

for the six months ended 30 June 2025 (unaudited)

Non-underlying items are presented separately and are detailed in Note 4. 

Interim Group Statement of Comprehensive Income

for the six months ended 30 June 2025 (unaudited)

Interim Group Balance Sheet

at 30 June 2025 (unaudited)

Interim Group Statement of Changes in Equity

for the six months ended 30 June 2025 (unaudited)

Notes to the Interim Group Cash Flow Statement

for the six months ended 30 June 2025 (unaudited)

Notes to the Interim Group Financial Statements

for the six months ended 30 June 2025 (unaudited)

1.    Basis of preparation

Genuit Group plc is incorporated in the UK. The condensed set of consolidated financial statements have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and UK-adopted IAS 34, Interim Financial Reporting.

The annual financial statements will be prepared under UK-adopted IAS (UK-adopted IFRSs).

As required by the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the condensed set of consolidated financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2024. These statements do not include all the information required for full annual consolidated financial statements and should be read in conjunction with the full Annual Report and Accounts for the year ended 31 December 2024.

The interim condensed consolidated financial statements do not constitute statutory financial statements as defined in section 435 of the Companies Act 2006. The financial information for the preceding year is based on the statutory financial statements for the year ended 31 December 2024. Those accounts, upon which the auditors issued an unqualified opinion have been delivered to the Registrar of Companies. The report of the auditors did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The condensed interim consolidated financial statements to 30 June 2024 and 30 June 2025 have been subject to an Interim Review in accordance with ISRE 2410 by the Company's Auditor.

There were no accounting standards or interpretations that have become effective in the current reporting period which had an impact on disclosures, financial position or performance.

Going Concern

The condensed set of consolidated financial statements are prepared on a going concern basis. The Directors have made enquiries into the adequacy of the Group's financial resources, through a review of the Group's budget and medium-term financial plan, including cash flow forecasts. The Group has modelled the base forecast in which, over the 18 months ending 31 December 2026, sales volumes grow in-line with external construction industry forecasts. The Directors have considered the impact of climate-related matters on the going concern assessment and it is not expected to have a significant impact on the Group's going concern.

At 30 June 2025, the Group had available £225.0m of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. The Group's bank financing facilities consists of a seven-year private placement loan note of £25.0m with an uncommitted shelf facility of £125.0m payable in August 2029 and a £350.0m Sustainability-Linked revolving credit facility with an uncommitted 'accordion' of £50.0m available until August 2026. The Group exercised its option to extend the RCF through to August 2027 with a limit of £310.3m and then through to August 2028 with a limit of £285.6m, subject to covenant headroom. The Directors are satisfied that the Group has sufficient liquidity and covenant headroom to withstand reasonable variances to the base forecast, as well as the downside scenarios. In addition, the Directors have noted the range of possible additional liquidity options available to the Group, should they be required.

As a result, the Directors have satisfied themselves that the Group has adequate financial resources to continue in operational existence for a period of at least the next 18 months. Accordingly, they continue to adopt the going concern basis in preparing the condensed set of consolidated financial statements.

Related Party Transactions

There have been no significant related party transactions in the period to 30 June 2025.

Alternative performance measures (APMs)

Five non-statutory measures have been used in preparing the consolidated financial statements:

·      Underlying operating profit and earnings measures exclude certain non-underlying items (which are detailed in Note 4) and, where relevant, the tax effect of these items. The Directors consider that these measures provide a better and more consistent indication of the Group's underlying financial performance and more meaningful comparison with prior and future periods to assess trends in the Group's financial performance.

·      Like-for-like revenue and like-for-like underlying operating profit represents the Group's underlying performance for comparable business excluding the impact of any acquisitions or disposals in the current and prior period.

·      Underlying operating cash conversion is defined as cash generated from operations, adjusted for non-underlying cash items, after movement in net working capital divided by underlying operating profit before depreciation and amortisation. This has been redefined in the year to exclude the impact of capex and lease payments and prior year periods have been restated.

·      Leverage is defined as net debt divided by pro-forma EBITDA (both are reconciled in note 11). Net debt within the leverage calculation is defined as loans and borrowings net of unamortised issue costs less cash and cash equivalents, excluding the effects of IFRS 16.

·      Pro-forma EBITDA is defined as pre-IFRS 16 underlying operating profit before depreciation, amortisation and share-based payment charges, for the 12 months preceding the balance sheet date, adjusted where relevant, to include a full year of EBITDA from acquisitions made during those 12 months.

2.      Financial risks, estimates, assumptions and judgements

The preparation of the condensed set of consolidated 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. Actual results may differ from estimates.

In preparing the condensed set of consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2024.

3.      Segment information

From 1 January 2023, reporting segments have been aligned with the Group's Sustainable Solutions for Growth strategy and re-organised into three strategic Business Units - Climate Management Solutions (CMS), Water Management Solutions (WMS) and Sustainable Building Solutions (SBS). The reporting segments are organised based on the nature of the end markets served. Inter-segment sales are on an arm's length basis in a manner similar to transactions with third parties. Other segments relates to Polypipe Italia SRL, which is currently not reported as part of the Group's strategic Business Units.

* The other revenue of £3.8m (2024: £4.3m) relates to Polypipe Italia SRL which does not form part of the Group's strategic Business Units.

** Underlying operating profit is stated before non-underlying items as defined in the Group Accounting Policies in the Annual Report and Accounts and is the measure of segmental profit used by the Group's CODM. Details of the non-underlying items of £7.1m (2024: £22.3m) are detailed in Note 4.

Geographical analysis

4.         Non-underlying items

Non-underlying items comprised:

Restructuring costs incurred in both periods are in relation to the reorganisation of the Group. The Group had finished its review of its operating footprint which resulted in the closure of four sites, and other costs in the prior year. A new project was undertaken in the current year which was separate to the original review, resulting in further restructuring costs in the period.

During the year, as part of a site closure, a property was disposed of with proceeds of £1.5m resulting in a £1.0m gain on disposal.

Amortisation charged in both periods relates to intangible assets arising on business combinations.

5.         Finance costs

6.         Income tax

Tax has been provided on the profit before tax at the estimated effective rate for the full year of 25.5% (2024 full year: 24.5%).

The Group's tax charge for the six months ended 30 June 2025 of £7.8m (2024: £6.9m) represents an effective tax rate of 24.5% (2024: 45.1%). Tax on underlying profit before tax was 25.5%.

7.         Earnings per share

Basic earnings per share amounts are calculated by dividing profit for the period attributable to the owners of the parent company by the weighted average number of ordinary shares outstanding during the period. The diluted earnings per share amounts are calculated by dividing profit for the period attributable to the owners of the parent company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of potential ordinary shares that would be issued on the conversion of all the dilutive share options into ordinary shares.

The calculation of basic and diluted earnings per share is based on the following: 

Underlying earnings per share is based on the result for the period after tax excluding the impact of non-underlying items of £5.0m (2024: £19.3m).  The Directors consider that this measure provides a better and more consistent indication of the Group's underlying financial performance and more meaningful comparison with prior and future periods to assess trends in the Group's financial performance. The underlying earnings per share is calculated as follows:

8.         Dividends

The Directors have proposed an interim dividend for the current year of 4.2 pence per share which equates to £10.5m.

9.         Intangible assets

The carrying amount of goodwill and other intangible assets is as follows:

Brand names and customer relationships which arise from business combinations are amortised over their estimated useful lives of five to twenty years. There is one existing brand that has a significant carrying value: Adey (£20.3m) with an estimated useful life of 17 years. Customer relationships that have a significant carrying value are Adey's relationships with key customers (£66.0m) with an estimated useful life of between nine and 17 years and Manthorpe's (£5.0m) with an estimated useful life of 9 years.

Impairment testing of goodwill

Goodwill is not amortised but is subject to annual impairment testing (at 31 December) or when circumstances indicate that the carrying value may be impaired. Goodwill has been allocated for impairment testing purposes to a number of cash-generating units (CGUs) which represent the lowest level in the Group at which goodwill is monitored for internal management purposes. The key assumptions used to determine the recoverable amount for the different CGU's were disclosed in the annual consolidated financial statements for the year ended 31 December 2024.

At 30 June 2025, an assessment was made to identify any indicators of impairment impacting the Group's CGUs. Due to the subdued RMI market, resulting in challenging conditions in the underfloor heating market, indicators of impairment were identified in the Nu-Heat CGU. As such, an impairment test was performed by comparing the carrying amount of the Nu-Heat CGU to its value-in-use. This testing determined that the value-in-use was sufficient to support the CGUs carrying value. The Group also applied sensitivities to assess whether any reasonably possible changes in assumptions could cause an impairment that would be material to these interim consolidated financial statements. The application of these sensitivities did not indicate any impairment of goodwill was reasonably possible for the Nu-Heat CGU at 30 June 2025.

The Group did not identify indicators of impairment in the other CGUs and is satisfied that their recoverable amounts have sufficient headroom to support their carrying values at 30 June 2025.

10.        Acquisitions

Acquisition-related cash flows comprised:

 11.       Analysis of net debt

On 10 August 2022, the Group renewed its banking facilities and entered a Sustainability-Linked revolving credit facility agreement for £350.0m with a £50.0m uncommitted accordion facility expiring in August 2026 with the option to extend annually for two additional years. The Group exercised the option to extend for both years and will remain in place with a facility of £310.3m to August 2027 and then £285.6m to August 2028. The group also entered into a separate agreement on 10 August 2022 for private placement loan notes of £25.0m with an uncommitted £125.0m shelf facility repayable in August 2029.

Interest is payable on the bank loan at SONIA plus an interest margin ranging from 1.20% to 2.80% which is dependent on the Group's ESG targets and the Group's leverage (net debt excluding lease liabilities as a multiple of pro-forma EBITDA) and reduces as the Group's leverage reduces. The interest margin at 30 June 2025 was 1.425% (2024: 1.625%). Pro-forma EBITDA at 30 June 2025 was £116.8m (2024: £112.4m) and is defined as pre-IFRS 16 underlying operating profit before depreciation, amortisation and share-based payment charges, for the 12 months preceding the Balance Sheet date adjusted where relevant to include a full year of EBITDA from acquisitions made during those 12 months.

At 30 June 2025, the Group had available, subject to covenant headroom, £225.0m (2024: £225.0m) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met.

12.        Reconciliation of profit before tax to cash generated from operations

INDEPENDENT REVIEW REPORT TO GENUIT GROUP 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 2025 which comprises the Interim Group Income Statement, the Interim Group Statement of Comprehensive Income, the Interim Group Balance Sheet, the Interim Group Statement of Changes in Equity, the Interim Group Cashflow Statement and the related Notes to the Interim Group Financial Statements Notes 1 to 12. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

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 2025 is not prepared, in all material respects, in accordance with UK 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 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE) issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, 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 UK adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".

Conclusions 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 management have inappropriately adopted the going concern basis of accounting or that management 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 this ISRE, 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 company'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 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 Conclusions 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 guidance contained in International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Ernst & Young LLP

Leeds

11 August 2025