Volvere PLC - Half-year Report

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2025

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2025.

Highlights

·      Strong first half driven by good results from Shire Foods, the Group's sweet and savoury products manufacturer

·      Market conditions for raw materials showing some signs of stabilising

·      Balance sheet and liquidity remain strong with excellent cash generation and treasury investment performance

·      Continuing to review investments in the food and other sectors

Forward-looking statements:

This report may contain certain statements about the future outlook for Volvere plc. Although the Directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

Note

1      Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (excluding treasury shares), which were 2,203,922 at 30 June 2025, 2,223,922 at 30 June 2024, and 2,208,922 at 31 December 2024.

For further information:

Chairman's Statement

For the six months to 30 June 2025 the Group has delivered a robust set of results, with revenue and profit before tax from continuing operations of £23.78 million and £2.88 million respectively (30 June 2024: revenue £22.20 million, profit before tax £2.17 million; 31 December 2024: revenue £49.04 million, profit before tax £6.34 million).

Group net assets grew to £43.52 million (30 June 2024: £38.57 million, 31 December 2024: £41.90 million) of which cash and available-for-sale investments were £32.03 million (30 June 2024: £24.31 million, 31 December 2024: £27.84 million).

Net assets per share⁽¹⁾ increased to £18.25 (30 June 2024: £15.85, 31 December 2024: £17.20).  Further treasury share purchases totalling approximately £0.10 million were made in the period (30 June 2024: £1.29 million; 31 December 2024: £1.51 million).

We are pleased to see that the underlying value of the Group is becoming better reflected in the Group's share price and we will continue to purchase the Company's own shares for treasury where appropriate. 

The focus of the Board is on the long-term value growth of the Group. To that end, we continue to review acquisitions that we think would be strategically complementary to Shire Foods as well as looking at step-change investments in Shire itself over the next two years. In parallel with this, we continue to review potential investments in other sectors, in line with our investing strategy.

David Buchler

Chairman

12 September 2025

Note 1: Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date (less those held in treasury) - see note 7.

Executive Management Statement      

Overview

I am delighted to report another strong set of results for the first half of 2025. Group revenue (all of which related to Shire Foods) increased by 7.1% to a record £23.78 million (30 June 2024: £22.20 million), with Group profit before tax of £2.88 million (30 June 2024: £2.17 million).

Group net assets at the period end increased to £43.52 million (30 June 2024: £38.57 million, 31 December 2024: £41.90 million) and net assets per share increased to £18.25 (30 June 2024: £15.85, 31 December 2024: £17.20).

Financial performance

Food manufacturing segment - Shire Foods

Shire Foods' revenues reached an all-time high of £23.78 million (30 June 2024: £22.20 million, 31 December 2024: £49.04 million). Like-for-like revenue growth in the first half was muted due to the offsetting effect of the loss of a low margin product, which ceased supply in 2025, but which was included in the comparative period.  In spite of this, however, we saw pleasing underlying growth.

Profit before tax and intra-Group management and interest charges⁽²⁾ increased to £2.87 million (30 June 2024: £2.09 million, 31 December 2024: £6.17 million).

A summary of Shire's recent financial performance is set out in Table A below.

Note 2: Profit before intra-Group interest and management charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.

Notwithstanding this excellent performance, I do, however, want to reiterate the note of caution that I sounded when we announced our full year results in May.  We flagged that the food sector, as a whole, was facing higher labour costs and that we had started to see increases in our costs after a relatively stable start to the year.  This has continued in quarter two and into quarter three, which has impacted (and continues to impact) gross margins. We have worked hard to mitigate these increases where we can, mainly through revised terms with customers and these will feed into our results in quarters three and four. As I noted in May, we still expect Shire to deliver a creditable performance for 2025, albeit that we will most probably not see the level of profit growth that we have seen in previous years.

Whilst this is mildly frustrating, we consider it to be in line with our sector and, more importantly, believe that 2026 will once again provide further growth as new accounts and products come on stream for the full year. It is encouraging that we have continued to extend our product supply into two of our major customers (as well as others) and have won several new lines with a fuel station food-to-go customer whose emphasis is on quality and category innovation. This year has seen the largest number of new product launches in memory, most of which have related to launches towards the second half of the year. Whilst introducing these involves an enormous amount of work and often not insignificant costs, they are expected to deliver incremental sales in 2026.

We are currently assessing whether to invest in a second site to allow us to increase manufacturing capacity further. Our broad plan would be to extend the current site's operations by relocating non-yielding, but essential, storage space to another location nearby. This will involve investment in both the existing site and a new one. There are multiple benefits from this, not least the ability to widen our product portfolio to include non-pastry product manufacturing and to undertake certain activities that our upward and downward supply chains currently perform for us at a direct cost.

In the meantime, we have continued to invest in the existing site, with two new carton machines installed, along with a higher capacity cooking vessel. Capital expenditure in the period was £0.68 million (30 June 2024: £0.51 million, 31 December 2024: £0.72 million).

Shire paid a dividend in the period amounting to £5.00 million, of which £1.00 million was payable to Shire's minority shareholders, with the balance to the Group. This brought the total dividends received to date by the Group to £6.40 million. There remains no Group indebtedness.

Investing and management services segment

This segment represents our central functions covering Group management, treasury, finance and IT services.  The segment result is the net of the underlying costs of these Group activities, offset by investment revenues and other gains and losses. The profit before tax and intra-Group management and interest charges⁽²⁾ for the period was £0.01 million (30 June 2024: £0.09 million, 31 December 2024: £0.17 million). The reduction in the period is due to a fall in investment yields on cash deposits in line with prevailing interest rates.

The Group continued its approach of using leverage within trading companies whenever appropriate and without recourse to the remainder of the Group.

Earnings per share

Basic and diluted profit per ordinary share from continuing operations was 80.30p (30 June 2024: 64.05p, 31 December 2024: 177.47p). Basic and diluted loss per ordinary share from discontinued operations was nil (30 June 2024: loss (0.17)p, 31 December 2024: loss (0.82)p). Total basic and diluted profit per ordinary share was 80.30p (30 June 2024: 63.88p, 31 December 2024: 176.65p).

Statement of financial position

Working Capital

Group cash at 30 June was £28.52 million (30 June 2024: £22.14 million, 31 December 2024: £25.05 million). The consolidated statement of cash flows sets out the details of cash movements in the period. Significant outflows related to the Shire minority dividend (£0.99 million), capital expenditure (£0.68 million) and corporation tax (£0.76 million).

With increased manufacturing capacity in Shire, we have been able to reduce inventory levels to £6.04 million compared to last year (30 June 2024: £7.65 million).  We are aligning output more closely with demand, albeit that there can be a degree of resilience lost from this approach.  Since the period end, we have increased inventory to meet the seasonally higher demand expected in second half of the year, though this is being offset by increases in supplier credit.

At the period end there was an investment in available-for-sale investments with a carrying value of £3.51 million (30 June 2024: £2.17 million, 31 December 2024: £2.79 million). The difference between the carrying value of the investment at the period end and the original cost has been credited to reserves, net of deferred tax.

Purchase of own shares

The Company acquired 5,000 Ordinary shares for a total consideration including costs of £95,000 during the period (30 June 2024: 104,000 shares for £1,289,000, 31 December 2024: 119,000 shares for £1,512,000).

Hedging

It is not the Group's policy to enter into derivative instruments to hedge interest rate or foreign exchange risk.

Key performance indicators (KPIs)

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  The key financial performance indicators are revenue and profit before tax. The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Executive Management statement and disclosed in note 3.

Internally, management uses a variety of non-financial KPIs in respect of the food manufacturing segment, including order intake, manufacturing output and sales, all of which are monitored weekly and reported monthly.

Principal risk factors

The Company and Group face a number of specific business risks that could affect the Company's or Group's success.  The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed. The Group's businesses are principally engaged in the provision of goods and services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. In the food manufacturing segment, there is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially. Rising inflation, including increases in raw materials and overhead costs, may not be able to be passed on to customers through increased prices and this could result in reduced profitability. Any pandemic or other such similar event which could affect the consumers, suppliers, customers or staff may limit or inhibit the Group's operations.

These risks are managed by the Board in conjunction with the management of the Group's businesses.

Acquisitions and future strategy

The start to this year has been, for the most part, positive, with only sector-wide inflationary cost pressures bringing some short-term challenges. Our continuing focus on Shire and its development remain a primary focus and that has proven successful. Our strong capital base provides the platform to extend Shire's own manufacturing infrastructure and broaden its product offerings and will, I think, further enhance shareholder value.

We are continuing to look at a small number of potential targets in the food sector that we believe could provide interesting opportunities for the Group.  We will, however, only acquire or invest in businesses where we believe we can add further value and where the deal terms make it worthwhile.

Although the wider turnaround environment is somewhat flat at present in terms of deal flow, we are continuing to review opportunities as they arise. In terms of deploying capital, we will continue to buy in shares in the market when we are able to provide shareholders with liquidity.

Finally, I would like to thank my colleagues and staff for their support and hard work in what has been a relentlessly demanding period, but which I am quietly confident will provide the basis for success into 2026 and beyond.

Nick Lander

Co-founder & Director

12 September 2025

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of changes in equity

Consolidated statement of financial position

Consolidated statement of cash flows

Notes forming part of the unaudited interim results for the period ended 30 June 2025

1          Financial information and basis of accounting

These interim financial statements have been prepared using accounting policies consistent with IFRSs as adopted by the European Union.

These interim financial statements should be read in accordance with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2024.  They do not include all the information required for a complete set of IFRS financial statements.  However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.  AIM-listed companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Group has taken advantage of this exemption.

The comparative figures for the year ended 31 December 2024 have been prepared under IFRS.  They do not constitute statutory accounts as defined by the Companies Act 2006.  The accounts for the 12 months ended 31 December 2024 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: Shire House, Tachbrook Road, Leamington Spa CV31 3SF and on its website www.volvere.co.uk.

2          Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2024.

3          Operating segments

An analysis of key financial data by business segment is provided below.  The Group's food manufacturing segment is engaged in the production and sale of food products to third party customers, and the investing and management services segment incurs central costs, provides management services and financing to other Group segments and undertakes treasury management on behalf of the Group.

Analysis by business segment: