REG - Boohoo Group Plc - Final Results
26/08/2025 14:30
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RNS Number : 7239W Boohoo Group Plc 26 August 2025
26 August 2025
boohoo group plc
(the "Company" or the "Group" or "Debenhams Group")
Audited Results for the year ended 28 February 2025
New leadership, new strategy, new direction
Debenhams Group transformation underway
Dan Finley, Group Chief Executive Officer, said:
I took on this role on 1 November 2024. The Board recognised the need for
change following a long period of sustained and unacceptable underperformance.
My immediate focus has been on stabilising the business and positioning it to
take advantage of the significant opportunities ahead. I am laser focused on
maximising value for all shareholders.
We are pleased to report £41.6m Adjusted EBITDA 1 for FY25. On appointment,
this seemed improbable, but we quickly came up with a plan, confirmed our
position with the market and executed it. This has only been possible due to
the aggressive actions subsequently taken, including £50m of annualised
headcount savings. The highlight of the year has been the standout performance
of the Debenhams brand, growing GMV 2 to £654m (+34% YOY) and with Adjusted
EBITDA of £25m (+ £14m YOY). The Debenhams capital-lite, stock-lite,
cost-lite, cash-generative marketplace model sits at the heart of our new
strategy. The multi-year turnaround of Debenhams is the blueprint for the
turnaround of the wider group.
We have significantly reduced the capital intensity of the business. We have
faced into legacy stock issues and reduced our stock holding by more than 50%.
We have stopped unnecessary capital expenditure and reduced capex by more than
50%. Further reductions will be delivered this financial year.
We have significantly deleveraged the business in H2. Our gross borrowings
reduced by £200m, with net debt of £78.2m at year end (1H FY25: £143.1m,
FY24 £95.0m). This follows the successful completion of an oversubscribed
equity raise of £39m and the sale of non-core property assets, enabling us to
pay off our term loan nine months early. Post year end, we announced the
successful completion of a new 3-year finance facility of up to £175m. This
was done more than 12 months ahead of maturity to align our financing to our
new strategy.
The business has been through a very challenging period which is reflected in
these results. I want to assure shareholders that the business is taking the
necessary actions, quickly and decisively, to address the challenges that we
face. No stone will be left unturned.
As outlined in March, we have a clear plan as Debenhams Group to transform the
business and a route map to generating sustainable profit growth. Our mission
is to become the shopping destination of choice by connecting our community
with the brands they love.
We are focused on delivering on the huge opportunity ahead for the Debenhams
brand. Work is progressing to reposition and right size the Youth Brands,
with a laser focus on profitability and cash generation under new management.
This will be a multi-year turnaround as was the case with the Debenhams brand.
As part of our ongoing business review, we are exploring a potential sale of
PLT. We are also assessing long-term options for our US and Burnley
distribution sites to enhance efficiency and ensure alignment with our
stock-lite strategy.
I am pleased that all our brands are now trading profitably in terms of
Adjusted EBITDA. I strongly believe in the medium-term opportunity for our
group. We continue forward as Debenhams Group under new leadership, a new
strategy, and a new direction.
Summary FY2025 Performance
Group performance of continuing operations (excluding PLT)(1) Group performance including discontinued operations (including PLT)
£ million FY25 FY24 Change FY25 FY24 Change
GMV(2) Pre Returns(3) 1,606.8 1,632.5 (2)% 2,321.8 2,581.4 (10)%
Youth Brands 795.6 981.9 (19)% 1,510.6 1,930.8 (22)%
Karen Millen 157.1 161.9 (3)% 157.1 161.9 (3)%
Debenhams brand 654.0 488.7 34% 654.0 488.7 34%
GMV Post Returns(4) 1,137.4 1,121.7 1% 1,639.0 1,784.7 (8)%
Revenue 790.3 902.3 (12)% 1,217.9 1,461.0 (17)%
Gross profit 415.8 479.3 (13)% 617.9 756.1 (18)%
Gross margin 52.6% 53.1% (50)bps 50.7% 51.8% (100)bps
Operating costs (375.5) (440.2) (15)% - - -
Adjusted EBITDA(5) 41.6 40.4 3.0% 39.6 58.7 (33)%
% of revenue 5.3% 4.5% 80bps
Adjusted EBIT(6) (21.0) (30.7) 32%
% of revenue (2.7)% (3.4)% 70bps
Adjusted loss after tax(7) (43.4) (49.2) 12%
Adjusted diluted loss per share(8) (3.34)p (4.12)p 19%
Inventory 72.2 208.0 (65)%
Capex 27.5 64.8 (58)%
Free cash flow (40.2) (62.9) 36%
Net debt (78.2) (95.0) (18)%
(1) The Group is actively pursuing a disposal of PLT through a sale process as
the board believes this is an opportunity to accelerate progress and maximise
shareholder value. PLT is treated as an asset held for sale at the year-end in
accordance with IFRS 5, and its results are therefore not classified as part
of continuing operations.
(2) Gross merchandise value
(3) GMV pre returns is all merchandise sold to customers after cancellations
and before returns, including VAT, carriage receipts and premier subscription
income.
(4) GMV post returns is all merchandise sold to customers after cancellations
and after returns, including VAT, carriage receipts and premier subscription
income.
(5 ) Adjusted EBITDA is calculated as loss before tax, interest,
depreciation, amortisation, share-based payment charges and exceptional items.
(6) Adjusted EBIT is calculated as loss before tax, interest, amortisation of
acquired intangible assets, share-based payment charges and exceptional
items.
(7) Adjusted loss after tax is calculated excluding amortisation of acquired
intangible assets, share-based payment charges and exceptional items.
(8) Adjusted loss per share is calculated as diluted earnings per share,
adding back amortisation of acquired intangible assets, share-based payment
charges and exceptional items.
FY2025 Financial Summary of Continuing Operations
· Group GMV (pre returns) decreased 2% year-on-year to £1,606.8m
· Marketplace almost doubled its contribution vs prior year and now
represents nearly 30% of the Group's total GMV
· Group revenue fell 12% to £790.3m from £902.3m, largely reflecting
the growing importance of the marketplace model where commission income,
rather than full transaction value, is recognised
· Debenhams brand GMV increased by 34% to £654.0m, highlighting the
ongoing success of the capital-lite, stock lite marketplace model
· Gross margin was down 50bps to 52.6% following increased promotional
activity, primarily in our Youth Brands, to drive trade in a difficult
consumer environment, offset by the mix benefit of increased marketplace
revenues with a significantly higher gross margin
· Adjusted EBITDA increased slightly to £41.6m, with Adjusted EBITDA
margin improving by 80bps to 5.3%. This was driven by successfully reducing
our operating cost base post 1 November, in particular distribution and
administrative expenses, slightly offset by higher investment in our brands,
and a slightly lower gross margin
· Distribution costs decreased by 46% vs FY24, driven by annualised
efficiencies from automation investments at our Sheffield warehouse, the
closure of the Daventry warehouse and lower volumes
· Adjusted loss after tax decreased by £5.8m to £43.4m. On an
unadjusted basis, loss after tax was £263.3m, up from £146.4m in FY24, as
the Group incurred one-off exceptional items, due to strategic decisions such
as the closure of the US distribution centre and exceptional stock write offs
of £26m taken to position the Group for sustainable, profitable growth
· Inventory decreased by £135.8m to £72.2m, reflecting our strategy
of moving towards a stock-lite, capital-lite operating model
· Capital expenditure of £27.5m was significantly reduced
year-on-year, down from £64.8m in FY24, following a more disciplined approach
to investments, as well as the impact of significant one-off investments in
the US facility in the prior year
· Net debt at year end was £78.2m, down from £95.0m at the end of
FY24
· In August 2025, successfully completed a new debt financing package
of up to £175m, which extends maturity to June 2028 and replaces the Group's
previous £125m revolving credit facility which matured in October 2026. The
revised structure provides significantly enhanced financial flexibility.
Strategic update
Debenhams Group has embarked on a focused, multi-year Turnaround Strategy
designed to restore profitability and unlock value for all shareholders. This
strategy is supported by two clear proven evidence points that highlight the
Group's strong turnaround potential.
1. Turnaround of the Debenhams brand
Under the leadership of Dan Finley, the Debenhams brand turnaround from
administration has become the blueprint for the entire Group's recovery
strategy. Repositioned as Britain's leading online department store, the
Debenhams brand is fast-growing and cash generative. This proven success is
now being leveraged to revitalise our boohoo, boohooMAN and PLT brands, while
also accelerating growth in Karen Millen through marketplace pivots, driving
greater profitability and Group expansion.
2. Turnaround of Group-Owned Labels
The Debenhams brand has also become the home for the Group's owned labels,
including Wallis, Burton, Miss Pap, Coast, Oasis, Dorothy Perkins, and
Warehouse. These labels have undergone a significant transformation and are
operating profitably in terms of Adjusted EBITDA.
The Group's Turnaround strategy is focused across three key strategic value
drivers.
1. Creating the right operating model
Since Dan's appointment as CEO, we have taken swift action to adapt to a
leaner and more technologically proficient operating model, enabling us to
deliver the performance announced today and to drive future growth. We have
reduced our cost base by delivering £50m in annualised savings, including a
30% headcount reduction, as we operate more efficiently across the Group. We
also halved stock to c.£72m by year-end, with 90% of stock now less than 6
months old. Consolidation of our Youth Brands onto a common proprietary
ecosystem is underway which will deliver additional cost benefits.
As part of our ongoing strategic review, we have looked closely at our current
assets against the optimum future needs of the business. Our
state-of-the-art distribution centre in Sheffield is fully invested and has
sufficient capacity to fulfil the needs of the Group. As a result, we are
exploring a range of long-term options for our distribution sites in the US
and Burnley, to drive further efficiency and ensure our assets align with our
stock-lite strategy. We have also decided to explore a future sale of PLT
while remaining fully focused on the turnaround of this brand to ensure
maximum value for shareholders on exit.
In October 2024, the Group agreed a £222m debt facility to support the next
phase of development. In December 2024, we paid back £97m of debt and net
debt was £78.2m at year end. In August 2025, we put in place new financing of
up to £175m to replace the previous debt facility. This new facility will
provide the strategic flexibility required to deliver our turnaround strategy
and deliver further reductions in our operating costs.
We have made significant progress under new leadership, but there remains much
to do and many opportunities to realise. The business review announced in
October 2024 is ongoing, and we will continue to adapt as necessary to achieve
our goal of returning to sustainable profit generation.
2. Supercharging the Debenhams brand
The Debenhams brand, its business model and its technology sit at the centre
of the Group going forward. It is the driving force of the business and will
lead our recovery.
In 2025, the Debenhams brand delivered 34% of GMV growth to £654m and
welcomed more than 11,000 new partners to the platform, reaching >15,000 in
total. It continued to scale in Fashion as well as newer categories including
Beauty, which delivered GMV growth of 58% in the year, and Home. The Debenhams
brand is much-loved and has huge brand recognition.
We are also investing in new products that make shopping with us quicker,
easier and more convenient, providing third party brands more ways to enhance
their growth and add new revenue streams. Since its launch in March,
thousands of customers have already adopted Debenhams Pay+, an innovative
credit payment option, authorised and regulated by the Financial Conduct
Authority (FCA). Pay+ offers greater flexibility and choice to consumers, and
there is significant headroom for further adoption across our customer base.
We are also focused on accelerating the roll out of Pay+ onto our other own
brands and our third-party partners.
We continue to expand 'Delivered by Debenhams', which enables partners to
outsource delivery to us, leveraging our state-of-the-art, automated
distribution centre where we will pick, pack and deliver their products to
customers. We are also growing 'Debenhams Ads, our retail media proposition
that partners can use to promote their products and drive sales growth.
3. Pivot to fashion-led marketplaces
The Debenhams brand stock-lite, capital-lite, cost-lite, cash-generative model
is the foundation of our marketplace strategy, with the model further proven
by the turnaround of Debenhams labels which are now also operating
very profitably.
Powering this model is our proprietary marketplace technology. Our platform is
built to onboard partners quickly and seamlessly. Once onboarded, partners can
achieve superior growth - in FY25, our partners achieved a 50% increase in
their sales growth. The platform has been built with significant headroom to
ensure we can scale at pace, onboarding more brands and partners.
Our Youth Brands remain highly relevant with a strong social media reach. We
believe there is future potential in these brands which we will realise by
pivoting them to fashion-led marketplaces. In FY25, we launched boohoo's
marketplace with over 1,000 brands. PLT and boohooMAN marketplaces are also
now live.
In Karen Millen, we will accelerate growth with our broader marketplace model,
building on the introduction of pre-loved luxury to diversify its product
offering and elevate the overall customer experience. There is also
opportunity for international expansion which remains a strategic priority.
Delivering the significant benefits of these changes will take time and we are
excited by the opportunity scale our existing marketplaces, led by continued
strong growth in the Debenhams brand
OUTLOOK
During H1 FY26, we continue to see strong and profitable growth in our
Debenhams brand.
All our brands are now trading profitably in terms of Adjusted EBITDA.
We are focused on right-sizing our Youth Brands. Under new leadership, our
priorities are now cash generation and profitability.
We expect 1H FY26 Adjusted EBITDA for continuing operations to be ahead of 1H
FY25.
The medium-term opportunity is significant for the Group. We continue forward
as Debenhams Group under new leadership, with a new strategy, and a new
direction
Posting of the Annual Report and Accounts and AGM Notice
The Company is pleased to confirm that its Annual Report and Accounts for the
year ended 28 February 2025 ("Annual Report") and its Notice of Annual General
Meeting ("AGM Notice") will be available to view on the Company's website
(www.debenhamsgroup.com) on Wednesday 27 August 2025. Additionally, the AGM
Notice, and (for those shareholders who requested they continue to receive a
paper copy) the Annual Report, will be posted to shareholders on Wednesday 27
August 2025.
Paper copies of the Form of Proxy will be available from
Computershare Investor Services (Jersey) Limited on request.
The Company's Annual General Meeting for the year ended 28 February 2025 will
be held at 12pm on Friday 19 September 2025, at Addleshaw Goddard, 1 St
Peter's Square, Manchester M2 3DE.
Enquiries
Debenhams Group
Phil Ellis, Chief Financial Officer Tel: +44 (0)161 233 2050
Zeus Capital - Nominated Advisor and Joint Broker
Nick Cowles / Dan Bate / James Edis Tel: +44 (0)161 831 1512
Benjamin Robertson Tel: +44 (0)20 3829 5000
Panmure Liberum - Joint Broker Tel: +44 (0)20 3100 2000
Max Jones / Ailsa MacMaster / Gaya Bhatt
Sodali & Co - Financial PR Adviser
Ben Foster / Louisa Henry Tel: +44 (0)20 3984 0114
About Debenhams Group
Debenhams Group is an online powerhouse in fashion, home, and beauty, serving
millions of customers across five shopping destinations: Debenhams, Karen
Millen, boohoo, MAN and PLT. Debenhams Group dates back to 1778 when William
Clark, a retail pioneer of the time, opened the UK's first department store.
Today, the Group is home to Debenhams-which was relaunched in 2021 as an
online department store-and leading online fashion retailers, including
boohoo, PLT, MAN, and Karen Millen.
Cautionary Statement
Certain statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect of the
group's operations, performance, prospects and/or financial condition.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words and words of similar meaning as
"anticipates", "aims", "due", "could", "may", "will", "should", "expects",
"believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward-looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may differ
materially from those expressed or implied by those statements. Accordingly,
no assurance can be given that any particular expectation will be met and
reliance should not be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future. No responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast. This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase any shares or
other securities in the Company, nor shall it or any part of it or the fact of
its distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other securities of the
Company. Past performance cannot be relied upon as a guide to future
performance and persons needing advice should consult an independent financial
adviser. Statements in this announcement reflect the knowledge and information
available at the time of its preparation. Liability arising from anything in
this announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that cannot be
excluded in accordance with such laws.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 28 February 2025
Note Continuing 2025 Pre-exceptional items Continuing 2025 exceptional items ((1)) Continuing 2025 *Continuing 2024 Pre-exceptional items *Continuing 2024 exceptional items ((1)) *Continuing 2024
Total((2)) Total((2))
£ million £ million £ million £ million £ million £ million
Revenue 2 790.3 - 790.3 902.3 - 902.3
Cost of sales (374.5) (26.1) (400.6) (423.0) - (423.0)
Gross profit 415.8 (26.1) 389.7 479.3 - 479.3
Distribution costs (161.7) (97.4) (259.1) (204.3) (66.6) (270.9)
Administrative expenses (298.0) (75.3) (373.3) (329.8) (31.5) (361.3)
Amortisation of acquired intangibles (6.8) - (6.8) (8.4) (22.4) (30.8)
Other administrative expenses (291.2) (75.3) (366.5) (321.4) (9.1) (330.5)
Other income 3 1.3 - 1.3 1.3 - 1.3
Operating loss (42.6) (198.8) (241.4) (53.5) (98.1) (151.6)
Finance income 4 2.7 - 2.7 9.5 - 9.5
Finance expense 4 (25.2) - (25.2) (22.5) - (22.5)
Loss before tax 6 (65.1) (198.8) (263.9) (66.5) (98.1) (164.4)
Taxation 9 (6.2) 11.3 5.1 (0.8) 15.7 14.9
Loss after tax (71.3) (187.5) (258.8) (67.3) (82.4) (149.5)
Share of results of associate 13 (4.5) (4.5) 3.1 - 3.1
Loss for the year (75.8) (187.5) (263.3) (64.2) (82.4) (146.4)
(Loss)/profit from discontinued operations 17 (63.1) 8.8
Total loss for the year (326.4) (137.6)
Refer to IFRS 5 note: Non-current Assets and disposal groups Held for
Sale and Discontinued Operations. Notes 1 to 32 form part of these financial
statements.
Note Continuing 2025 pre-exceptional items Continuing 2025 exceptional items ((1)) Continuing 2025 *Continuing 2024 pre-exceptional items *Continuing 2024 exceptional items ((1)) *Continuing 2024
Total((2)) Total((2))
£ million £ million £ million £ million £ million £ million
Total Other comprehensive (loss)/income for the year
Items that may be reclassified to profit or loss:
(Loss)/gain reclassified to profit and loss during the year - - (2.4) - - (2.4)
Fair value (loss)/gain on cash flow hedges during the year((3)) - - (0.2) - - (0.2)
Income tax relating to these items - - 0.6 - - (1.2)
Total other comprehensive (loss)/income for the year - - (2.0) - - (3.8)
Total comprehensive loss for the year (328.4) (142.7)
Total loss per share (continuing and discontinued) 7
Basic (20.22)p (12.47)p
Diluted (20.22)p (12.47)p
Adjusted Basic (3.34)p (4.12)p
Adjusted Diluted (3.34)p (4.12)p
1. See note 1, exceptional items.
2. 2025 and 2024 total is the IFRS-compliant measure for the
consolidated statement of comprehensive income.
3. Net fair value gains on cash flow hedges will be reclassified
to profit or loss during the year to 28 February 2026.
4. Refer to disclosure note 7 for further information on EPS
*The activities comprise continuing operations and discontinued operations.
Notes 1 to 32 form part of these financial statements.
*FY2024 comparatives have been restated on account of PLT being assessed as a
discontinued operation
CONSOLIDATED STATEMENT OF FINANCIAL POSITION at 28 February 2025
Note 2025 2024
£ million £ million
Assets
Non-current assets
Intangible assets 10 68.7 104.3
Property, plant and equipment 11 204.5 349.3
Right-of-use assets 12 20.3 85.6
Financial assets - equity investments 28 0.3 0.3
Investments in associates 13 9.1 29.6
Deferred tax 15 60.1 32.1
363.0 601.2
Current assets
Inventories 16 72.2 208.0
Trade and other receivables 18 23.9 30.2
Financial assets 28 - 3.3
Current tax asset 1.2 2.7
Cash and cash equivalents 19 44.7 230.0
Total current assets 142.0 474.2
Assets Held for sale 17 20.9 -
Total assets 525.9 1,075.4
Liabilities
Current liabilities
Trade and other payables 20 (226.6) (294.6)
Provisions 21 (21.5) (26.9)
Lease liabilities 23 (10.9) (9.5)
Financial liabilities 28 - (1.0)
Total current liabilities (259.0) (332.0)
Non-current liabilities
Provisions 21 (11.1) (9.5)
Interest-bearing loans and borrowings 22 (122.9) (325.0)
Lease liabilities 23 (109.3) (112.4)
Deferred tax 15 (19.7) (16.8)
Total non-current liabilities (263.0) (463.7)
Total liabilities (522.0) (795.7)
Net assets 3.9 279.7
Equity
Share capital 24 14.0 12.7
Shares to be issued 25 - -
Share premium 24 893.4 898.1
Hedging reserve 0.1 2.7
EBT reserve (31.7) (73.3)
Other reserves 26 (755.9) (754.4)
Retained earnings (116.0) 193.9
Total equity 3.9 279.7
Notes 1 to 32 form part of these financial statements. These financial
statements of boohoo group plc, registered number 114397 were approved by the
board of directors on 26 August 2025 and were signed on its behalf by:
Dan Finley
Phil Ellis
Directors
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes 1 to 32 form part of these financial statements.
Share capital Shares Share premium Hedging reserve EBT Other reserves Retained earnings Total
to be issued reserve equity
£ million £ million £ million £ million £ million £ million £ million £ million
Balance at 28 February 2023 12.7 31.9 916.8 (2.3) (76.8) (796.5) 314.2 400.0
Loss for the year - - - - - (137.8) (137.8)
Other comprehensive income/(expense):
Loss reclassified to profit or loss in revenue - - - (2.4) - - - (2.4)
Fair value gain on cash flow hedges during the year - - - 7.4 - - - 7.4
Total comprehensive income for the year - - - 5.0 - (137.8) (132.8)
Issue of shares (18.7) 3.4 (15.2)
Cancellation of shares to be issued - (31.9) - - - 31.9 - -
Revaluation gain on transition of investment to associate - - - - - 10.2 - 10.2
Share-based payments charge - - - - - - 17.5 17.5
Translation of foreign operations - - - - - - - -
Balance at 29 February 2024 12.7 - 898.1 2.7 (73.3) (754.4) 193.9 279.7
Loss for the year (326.4) (326.4)
Other comprehensive income/(expense):
Loss reclassified to profit or loss in revenue - - - (2.4) - - - (2.4)
Fair value loss on cash flow hedges during the year - - - (0.2) - - - (0.2)
Total comprehensive loss for the year - - - (2.6) - (326.4) (329.0)
Issue of shares 1.3 - (4.7) 41.7 - - 38.1
Share-based payments charge - - - - - - 16.6 16.6
Translation of foreign operations - - - - - (1.5) - (1.5)
Balance at 28 February 2025 14.0 - 893.4 0.1 (31.7) (755.9) (116.0) 3.9
Refer to disclosure note 26 for further information on Other Reserves
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 28 February 2025
Note 2025 2024
Restated
£ million £ million
Cash flows from operating activities
Total Loss for the year (326.4) (137.6)
Adjustments for:
Share-based payments charge 14.9 14.3
Depreciation charges and amortisation 10,11,12 56.6 66.3
Impairment of intangible assets 10 8.7 22.4
Impairment of property, plant and equipment 11 38.8 19.1
Impairment of right of use asset 12 66.1 34.2
Impairment of associate 13 16.0 -
Loss/(gain) on sale of property, plant and equipment 18.4 (0.1)
Stock write off 0.3 -
Reclassification to profit or loss of discontinued hedge contracts 28 (0.3) (13.9)
Share of results of associate 13 4.5 (3.1)
Finance income 4 (2.7) (7.1)
Finance expense 4 25.2 22.2
Tax credit 9 (5.1) (15.6)
(85.0) 1.1
Decrease/(increase) in inventories 16 83.8 4.7
(Increase)/decrease in stock provision movements (16.9) 8.0
Increase in trade and other receivables 18 (0.4) 9.7
(Decrease) in trade and other payables 20 (38.7) (8.9)
Cash (used in)/generated from operations (57.2) 14.6
Tax repaid 5.4 0.6
Discontinued operations 17 39.1 (13.2)
Net cash (used in) generated from operating activities (12.7) 1.9
Cash flows from investing activities
Acquisition of intangible assets 10 (17.3) (23.4)
Acquisition of property, plant and equipment 11 (4.0) (15.3)
Proceeds from the sale of property, plant and equipment 11 56.6 0.6
Acquisition of financial assets - equity investments 28 - (1.3)
Finance income received 3.1 7.7
Discontinued operations 17 (6.2) (23.4)
Net cash generated from /(used in) investing activities 32.2 (55.0)
Cash flows from financing activities
Proceeds from the issue of ordinary shares 38.1 0.1
Purchase of own shares by EBT (15.3)
Finance expense paid (25.2) (15.6)
Lease payments (10.0) (13.3)
Drawdown on revolving credit facility (RCF) 22 35.0 -
Repayment on term loan and RCF 22 (35.0) -
Decrease in borrowings 22 (202.1) -
Discontinued operations 17 (3.8) (3.6)
Net cash (used in) financing activities (202.9) (47.8)
Decrease in cash and cash equivalents (183.4) (100.9)
Cash and cash equivalents at beginning of year 230.0 330.9
Effects of exchange rate changes on cash and cash equivalents (1.9) -
Cash and cash equivalents at end of year 44.7 230.0
Notes 1 to 32 form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the financial statements)
1 Accounting policies
General information
The boohoo group plc operates as a multi-brand online retailer, based in the
UK, and is a public limited company incorporated and domiciled in Jersey and
listed on the Alternative Investment Market (AIM) of the London Stock
Exchange. Its registered office address is 12 Castle Street, St Helier, Jersey
JE2 3RT. The company was incorporated on 19 November 2013.
Basis of preparation
The consolidated financial statements of the group have been approved by the
directors and prepared on a going concern basis in accordance with UK-adopted
international accounting standards and the Companies (Jersey) Law 1991.
The financial statements have been approved on the assumption that the group
and company remain a going concern. In making this assessment, management
considered the Group's financial position, cash flow forecasts, and financing
arrangements, as well as events occurring after the reporting period. These
events include additional funding secured in August 2025, which supports the
Group's ability to meet its obligations over the next 12 months.
New and amended statements adopted by the group
The following new standards and amendments to standards have been adopted by
the group for the first time during the year commencing 1 March 2024. These
standards have not had a material impact on the group in the current reporting
period and are not expected to in future reporting periods.
· Amendments to IAS1: Classification of Liabilities as Current or
Non-current
· Amendments to IAS1: Non-current Liabilities with Covenants
· Amendments to IFRS 16: Leases (Lease Liability in a Sale and
Leaseback)
· Amendments to IAS 7: Statement of Cash Flows (Supplier Finance
Arrangements)
· Amendments to IFRS 7: Financial Instruments (Supplier Finance
Arrangements)
Standards, amendments and interpretations to existing standards that are not
yet effective and have not been early adopted by the group.
The following standards have been published for accounting periods beginning
after 1 March 2025 but have not been adopted by the UK and have not been early
adopted by the group and could have an impact on the group financial
statements. These standards are not expected to have a material impact on the
group in the current or future reporting periods.
· IFRS 18: Presentation and Disclosure in Financial Statements
· IFRS 19: Subsidiaries without Public Accountability - Disclosures
· Amendments to IFRS 9: Classification and Measurement of Financial
Instruments
· Amendments to IAS 21: The Effects of Changes in Foreign Exchange
Rate (Lack of Exchangeability)
Measurement convention
The consolidated financial statements have been prepared under the historical
cost convention, excluding financial assets and financial liabilities
(including derivative instruments) held at either fair value through profit or
loss ("FVTPL") or fair value through other comprehensive income ("OCI"),
assets and liabilities acquired through acquisitions and held at fair value
and excluding held for sale assets where the assessed fair value less costs to
sell of the held for sale asset is less than its carrying value. The principal
accounting policies adopted in the preparation of these financial statements
are set out below. These policies have been consistently applied to all the
years presented, unless otherwise stated.
Basis of consolidation
The group financial statements consolidate those of its subsidiaries and the
Employee Benefit Trust. All intercompany transactions between group companies
are eliminated on consolidation.
Subsidiaries are entities controlled by the group. The group controls an
entity when the group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns
through its power over the entity.
In assessing control, the group takes into consideration potential voting
rights that are currently exercisable. The acquisition date is the date on
which control is transferred to the acquirer. Subsidiary undertakings acquired
during the year are accounted for using the acquisition method of accounting.
The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases. The cost of the acquisition is the aggregate of the fair
values of the assets and liabilities and equity instruments issued on the
acquisition date. The excess of the cost of acquisition over the group's share
of the fair values of the identifiable net assets acquired is recorded as
goodwill. If the cost of acquisition is less than the fair value of the
assets, the difference is recognised directly in the statement of
comprehensive income.
The Employee Benefit Trust is considered to be a special purpose entity in
which the substance of the relationship is that of control by the group in
order that the group may benefit from its control. The assets held by the
trust are consolidated into the group.
Business combinations
The group uses the acquisition method of accounting for business combinations
of entities not under common control. Separable identifiable assets and
liabilities are measured initially at their fair values on the acquisition
date. Any non-controlling interest is measured at either fair value or at the
non-controlling interest's share of the acquiree's net assets. Acquisition
costs are expensed as incurred. The excess of any consideration paid over the
fair value of the net assets is recognised as goodwill and any shortfall of
consideration paid against the fair value of net assets is recognised directly
in the statement of comprehensive income.
Intangible assets
Trademark and licences are stated at cost less accumulated amortisation and
impairment losses and are amortised over their expected life and charged to
administrative expenses. Customer lists are amortised over their expected
customer lifetime value through administrative expenses. If the cash flows or
profits from the use of the assets are less than the carrying value of said
assets over the expected useful life, the assets are impaired and charged to
administration expenses.
The costs of acquiring or developing software are recorded as intangible
assets and stated at cost less accumulated amortisation and impairment losses.
The costs include the payroll costs of employees directly associated with the
project and other direct external material and service costs. Costs are
capitalised only where there is an identifiable project and the group intends
to complete the asset to use it, the group has the ability to use the
intangible asset, has adequate technical, financial and other resources to
complete the development of the asset, can reliably measure the expenditure
attributable to the project and the project will bring future economic
benefit. Other website development and maintenance costs are expensed in the
statement of comprehensive income. Software costs are amortised based on their
estimated useful lives and charged to administrative expenses in the statement
of comprehensive income.
Amortisation is charged over the estimated useful lives as follows:
Trademarks and Licences 10 years
Customer Lists 3 years
Software Between 3 and 5 years
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses and, where assets are acquired through the acquisition
of an entity, they are accounted for at fair value. Where parts of an item of
property, plant and equipment have different useful lives, they are accounted
for as separate property, plant and equipment. Cost includes expenditures that
are directly attributable to the acquisition of the asset. The cost of each
item of property, plant and equipment is depreciated evenly over its estimated
remaining useful life. Assets under construction are held at cost until they
are brought into use, whereupon depreciation is charged. Depreciation is
charged to the statement of comprehensive income on a straight-line basis over
the estimated useful lives of each part of an item of property, plant and
equipment, as follows:
Short leasehold alterations Life of lease or between 3 and 10 years
Fixtures and fittings Between 3 and 15 years
Computer equipment 3 years
Motor vehicles Between 3 and 5 years
Land and buildings Buildings - 50 years. Land is not depreciated.
The assets' residual values and useful lives are reviewed and adjusted, if
appropriate, at each reporting date.
Leases
The group assesses whether a contract is, or contains, a lease at the
inception of the contract. The group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease arrangements in which
it is the lessee, except for short-term leases (defined as leases with a lease
term of 12 months or less, unless elected by class of asset for IFRS 16 to
apply) and leases of low value assets (less than £0.1 million p.a., which are
considered immaterial), which, without the short term election to apply IFRS
16, fall out of IFRS 16 scope and are charged to the statement of
comprehensive income on a straight-line basis over the period of the lease.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the
group uses its incremental borrowing rate. The lease liability is presented as
a separate line in the consolidated statement of financial position. The lease
liability is, subsequently, measured by increasing the carrying amount to
reflect interest on the lease liability based on the effective interest
method, and by reducing the carrying amount to reflect the lease payments
made.
Management monitors the lease arrangements on an ongoing basis to determine
whether they meet the definition of a lease modification. Any changes in
lease terms will be assessed and accounted for in accordance with IFRS 16,
through the remeasurement of the lease liability, and a corresponding
adjustment to the right of use asset.
Right-of-use assets
The right-of-use asset comprises the initial measurement of the corresponding
lease liability, lease payments made at, or before, the commencement date, and
any initial direct costs. They are, subsequently, measured at cost less
accumulated depreciation and impairment losses. Where the group has an
obligation for costs to dismantle and remove a leased asset, restore the site
on which it is located, or restore the underlying asset to the condition
required by the terms and conditions of the lease, a provision is recognised
and measured under IAS 37. The costs are included in the related right-of-use
asset unless those costs are incurred to produce inventories. The right-of-use
asset is presented as a separate line in the balance sheet. For subsequent
measurement, right-of-use assets are depreciated over the shorter of the lease
term and useful life of the underlying asset. Management consider for
impairment indicators as at balance sheet date or as they arise, using a
summary of indicators. If indicators exist, they estimate the recoverable
value, being the higher of Fair Value less cost to sell (FVLCTS) and Value in
Use (VIU), and if lower than the carrying value, impairments are recognised
accordingly.
Financial instruments
Financial instruments are recognised at fair value and transaction costs
directly attributable to the financial liabilities are accounted for as a
deduction from the carrying value and expenses are in the income statement as
a finance cost under the effective interest method.
Equity investments have been irrevocably designated at fair value through
other comprehensive income at initial recognition, Gains and losses arising
from changes in fair value are recognised directly in other comprehensive
income. On derecognition, cumulative gains or losses recognised in Other
Comprehensive Income are reclassified to Other reserves as a reclassification
adjustment. Dividends are recognised when the entity's right to receive
payment is established, it is probable the economic benefits will flow to the
entity, and the amount can be measured reliably. Dividends are recognised in
profit or loss unless they clearly represent recovery of a part of the cost of
the investment, in which case they are included in Other Comprehensive Income.
Further details are shown in note 29.
Investments in associates
An associate is an entity over which the group has significant influence and
that is neither a subsidiary nor an interest in a joint venture. Significant
influence is the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those
policies, whereas joint ventures are entities over which the group has joint
control over such policies.
The group's share of the results of associate is included in the group
statement of comprehensive income using the equity method of accounting.
Investments in associates are carried in the group balance sheet at cost plus
post-acquisition changes in the group's share of the net assets of the entity,
less any dividends received and impairment in value (see below). If the
group's share of losses in an associate equals or exceeds its investment in
the associate, the group does not recognise further losses, unless it has
incurred obligations to do so or made payments on behalf of the associate.
At each balance sheet date, the group assesses whether there is an indication
that the investment in associate held on the balance sheet may be impaired.
If an indication exists, for example if the market capitalisation of the
associate is less than the value on the balance sheet, the recoverable amount
must be estimated and compared to the carrying value on the balance sheet.
The recoverable amount is the higher of value in use and fair value less costs
to sell, both of which are estimated by management using available information
such as share price and broker notes. Dividends received from associates with
nil carrying value are recognised in the group income statement as part of the
group's share of post-tax profits/(losses) of associates. Unrealised gains
arising from transactions with associates are eliminated to the extent of the
group's interest in the entity.
Derivative financial instruments and cash flow hedges
The group holds derivative financial instruments to hedge its foreign currency
exposures. These derivatives, classified as cash flow hedges, are initially
recognised at fair value and then re-measured at fair value at the end of each
reporting date. Hedging instruments are documented at inception and
effectiveness is tested throughout their duration. Changes in the value of
cash flow hedges are recognised in other comprehensive income and any
ineffective portion is immediately recognised in the income statement. If the
firm commitment or forecast transaction, which is the subject of a cash flow
hedge, results in the recognition of a non-financial asset or liability, then,
at the time the asset is recognised, the associated gains or losses on the
derivative that had been previously recognised in other comprehensive income
are included in the initial measurement of the asset or liability. For hedges
that do not result in the recognition of an asset or liability, amounts
deferred in other comprehensive income are recognised in the statement of
comprehensive income in the same period in which the hedged item affects net
profit.
To qualify for hedge accounting, the hedging relationship must meet all of the
following requirements:
· There is an economic relationship between the hedged item and the
hedging instrument
· The effect of credit risk does not dominate the value changes that
result from that hedging relationship
· The hedge ratio of the hedging relationship is the same as that
resulting from the quantity of the hedged item that the entity actually uses
to hedge that quantity of hedged item.
At inception of the hedge relationship, the group documents the economic
relationship between hedging instruments and hedged items, including whether
changes in the cash flows of the hedging instruments are expected to offset
changes in the cash flows of hedged items. The group documents its risk
management objective and strategy for undertaking its hedge transactions.
Hedge ineffectiveness may occur due to:
· Fluctuation in volume of hedged items caused due to operational
changes
· Index basis risk of hedged items vs hedging instrument
· Credit risk as a result of deterioration of credit profile of the
counterparties
The effective element of any gain or loss from remeasuring the derivative is
recognised directly in other comprehensive income and accumulated in the
hedging reserve. Ineffective hedging instruments are rebalanced by adjusting
the designated quantities of either the hedged items or the hedging instrument
of an existing hedging relationship for the purpose of maintaining a hedge
ratio that complies with the hedge effectiveness requirements. Where
rebalancing is not applicable the ineffective element is recognised
immediately in the statement of comprehensive income. Hedge accounting is
discontinued when the hedging relationship no longer meets the risk management
objective, when the hedging instrument is sold or terminated or where there is
no longer an economic relationship between the hedged item and the hedging
instrument. The cumulative gain or loss in the hedging reserve remains until
the forecast transaction occurs or the original hedged item affects the
statement of comprehensive income. However, if that amount is a loss, and it
is expected that all or a portion of that loss will not be recovered, then the
amount that is not expected to be recovered is reclassified immediately into
the statement of comprehensive income. If a forecast hedged transaction is no
longer expected to occur, the cumulative gain or loss in the hedging reserve,
and the cost of the hedging reserve, is also reclassified to the statement of
comprehensive income.
Hedge ineffectiveness in relation to designated hedges was negligible during
the year ended 28 February 2025 and year ended 28 February 2024. Further
details of derivative financial instruments, including fair value
measurements, are disclosed in note 29.
Trade and other receivables
Trade receivables (including supplier advances) are recognised, initially, at
fair value and are, subsequently, measured at amortised cost using the
effective interest method, less provision for impairment. Under IFRS 9, the
group elected to use the simplified approach to measure the loss allowance at
an amount equal to lifetime expected credit losses for trade receivables that
result from transactions that are within the scope of IFRS 15, irrespective of
whether they contain a significant financing component or not. The group
establishes a provision for impairment of trade receivables when there is
objective evidence that the group will not be able to collect all amounts due,
according to the original terms of the receivables. Significant financial
difficulties of the counterparty, probability that the counterparty will enter
bankruptcy, or financial reorganisation and default in (or delinquency in)
payments, are considered indicators that the trade receivable is impaired. In
addition, IFRS 9 requires the group to consider forward-looking information
and the probability of default when calculating expected credit losses. The
measurement of expected credit losses reflects an unbiased and
probability-weighted amount that is determined by evaluating the range of
possible outcomes as well as incorporating the time value of money. The group
considers reasonable and supportable customer-specific and market information
about past events, current conditions and forecasts of future economic
conditions when measuring expected credit losses. The amount of the provision
is the difference between the carrying amount and the present value of
estimated future cash flows of the asset, discounted, where material, at the
original effective interest rate. The carrying amount of the asset is reduced
through the use of an allowance account and the amount of the loss is
recognised in the income statement within administrative expenses. When a
trade receivable is uncollectable, it is written off against the allowance
account for trade receivables. Subsequent recoveries of amounts previously
written off are credited against administrative expenses in the income
statement.
Trade and other payables
Trade and other payables are recorded initially at fair value. Subsequent to
this, they are measured at amortised cost.
The group has a supply chain financing agreement in place to support the cash
flow of its external suppliers. The financing is provided by one of the
group's relationship funders and gives certain suppliers the flexibility to
receive early payments on specific invoices. All early payments are processed
by the funding party and the group settles the original invoice amount with
the funders at the original invoice due date. The outstanding balances due to
suppliers are recorded within trade payables. Access to the supplier finance
schemes is by mutual agreement between the funder and supplier. The schemes
have no cost to the group as the fees are paid by the supplier directly to the
funder. The funder has no special seniority of claim to the group upon
liquidation and would be treated the same as any other trade payable.
Provisions
The group recognises a provision for present obligation (legal or
constructive) resulting from a past event when it is more likely than not that
it will be required to transfer economic benefit to settle the obligation and
the amount of the obligation can be estimated reliably. Where the obligation
cannot be estimated reliably, no provision is made. Certain provisions that
require significant estimates and judgements are discussed in the significant
estimates and judgements section below.
A contingent liability arises where the amount of the obligation cannot be
measured reliably, but it relates to a past event and an outflow of economic
benefit is more likely than not. The contingent liability is not recognised
but information about them is disclosed.
Inventories
Inventories are valued at the lower of cost and net realisable value, after
making due allowance for obsolete and slow-moving items. Where provision
requires estimates and judgement, these are discussed in the significant
estimates and judgements section below. Inventories are valued on a first in,
first out basis. Inventory includes the cost price of estimated returns.
Assets and disposal groups held for sale and discontinued operations
Non-current assets, or disposal groups comprising assets and liabilities, are
classed as held for sale if it is highly probable that they will be recovered
primarily through sale rather than through continuing use. This condition is
regarded as met when the sale is highly probable and the asset is available
for immediate sale in its present condition. Management must be committed to
the sale which should be expected to qualify for recognition as a completed
sale within one year of the date of classification.
Such assets, or disposal groups, are measured at the lower of their carrying
amount and fair value less cost to sell. Management have assessed which
assets and liabilities should be included in the disposal group. Management
estimate fair value less costs to sell and this estimate includes several
factors including but not limited to: economic environment and consumer
spending patterns, recent comparable transactions, physical condition and age
of the goods, brand reputation and performance, discounts applied if the sale
involves large quantities, selling costs and the tax implications on the
sale. Impairment losses on initial classification as held for sale and
subsequent gains and losses on remeasurement are recognised in profit and
loss.
A disposal group qualifies as a discontinued operation if it is a component of
an entity that either has been disposed of, or is classed as held for sale,
and:
· Represents a separate major line of business or geographical area of
operations; or
· Is part of a co-ordinated plan to disposal of a separate major line
of business or geographical area of operations; or
· Is a subsidiary acquired exclusively for resale
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount in profit or loss after tax in the
consolidated statement of comprehensive income as per IFRS 5. FY2024
comparatives have been restated on account of PLT being assessed as a
discontinued operation.
Cash and cash equivalents
Cash and cash equivalents, for the purpose of the cash flow statement and the
statement of financial position, comprises cash in bank.
Revenue
Revenue is attributable to the one principal activity of the business. Revenue
represents net invoiced sales of goods, including carriage receipts, sponsored
income from marketplace placements and commission income from marketplace
sales, excluding value added tax. Revenue from the sale of goods is recognised
when the customer has received the products, which is when it is considered
that the performance obligations have been met and is adjusted for actual
returns and a provision for expected returns. Internet sales are paid by
customers at the time of ordering using a variety of payment methods and the
proceeds remitted to the company by payment service providers within a few
days. Wholesale sales are paid in accordance with agreed credit terms with
business customers. Commission income on the sale of third-party products on
marketplace websites is recognised when the order is placed and paid by the
customer. A provision for returns, based on historical customer return rates,
is deducted from revenue and included in provisions within trade and other
payables. Returns provisions are discussed in the significant estimates and
judgements section below.
Rebates
Retrospective rebates from suppliers are accounted for in the period to which
the rebate relates to the extent that it is reasonably certain that the rebate
will be received. Early-settlement discounts are taken when payment is made.
Finance costs
Interest payable is recognised in the statement of comprehensive income as it
accrues in respect of the effective interest rate method.
Finance
income
Interest receivable is recognised in the statement of comprehensive income as
it is earned.
Pension costs
The group contributes to Group Personal Pension Schemes for certain employees
under a defined contribution scheme. The costs of these contributions are
charged to the statement of comprehensive income on an accruals basis as they
become payable under the scheme rules.
Share-based payments
The group issues equity-settled share-based payments in the parent company to
certain employees in exchange for services rendered. These awards are measured
at fair value on the date of the grant using an option pricing model and
expensed in the statement of comprehensive income on a straight-line basis
over the vesting period after making an allowance for the number of shares
that are estimated will not vest. The level of vesting is reviewed and
adjusted annually. Free shares awarded are expensed immediately.
Taxation
Tax on the profit for the year comprises current and deferred tax. Tax is
recognised in the statement of comprehensive income except to the extent that
it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted, or substantively enacted, at the reporting date, and
any adjustments to tax payable in respect of previous years.
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted, or substantively
enacted, at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. The deferred tax asset is reviewed for impairment by management at
each balance sheet date by reference to the group's forecasts aligned to long
term business plan to ensure that the deferred tax asset can be supported.
If this is not the case, the asset is impaired.
Deferred tax is provided for on the fair value of intangible assets acquired
in subsidiaries where the amortisation is not a tax deductible expense.
The group is adopting the mandatory temporary exception from the recognition
and disclosure of deferred taxes arising from the jurisdictional
implementation of the Pillar Two rules.
The Group does not meet the threshold for application of the Pillar One
transfer pricing rules
Foreign currency translation
The results and cash flows of overseas subsidiaries are translated at the
average monthly exchange rates during the period. The statement of financial
position of each overseas subsidiary is translated at the year-end rate. The
resulting exchange differences are recognised in a translation reserve in
equity and are reported in other comprehensive income.
Transactions denominated in foreign currencies are translated into the
functional currency at the exchange rates on the day of the transaction.
Monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the year-end rate and exchange
differences are recognised in the statement of comprehensive income.
Exceptional items
In determining whether an item should be presented as exceptional, the group
considers items that are significant because of either their size or nature
and that are non-recurring. In order for an item to be presented as
exceptional, it should, typically, meet at least one of the following
criteria:
· It is a significant item, that may span more than one accounting period
but is not considered normal recurring expenditure for the business
year-on-year. In the current year, the Wellingborough and Daventry leases have
been classified as onerous as part of the Group restructuring programme, the
cost of which will extend into next year, in line with the previous
announcement.
· It has been directly incurred as a result of either an acquisition or
divestment or arises from a major business change or restructuring programme.
· It is unusual in nature and non-recurring, or outside the normal
course of business.
The separate reporting of items, which are presented as exceptional within the
relevant category in the consolidated statement of comprehensive income, helps
provide an indication of the group's trading performance in the normal course
of business.
Significant estimates and judgements
The preparation of financial statements in conformity with UK-adopted
International Accounting Standards requires management to make judgements,
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. The
estimates and assumptions are based on historical experience and various other
factors believed to be reasonable under the circumstances. Actual results
could differ from these estimates and any subsequent changes are accounted for
when such information becomes available. The judgements, estimates and
assumptions that are the most subjective or complex are discussed below:
Returns provision
The provision for sales returns is estimated based on prior months' historical
returns and trends, including seasonal variations, on a country-by-country
basis, and is allocated to the period in which the revenue is recorded. This
is considered by management as the most appropriate method, which is applied
to every set of monthly management accounts and is constantly checked for
accuracy and reliability. Actual returns could differ from these estimates.
The historic difference between the provision estimates and the actual
results, known at a later stage, has never been, nor is expected to be,
material. A difference of 1%pt in the percentage of sales returns rate would
have an impact of +/- £2.0 million on reported revenue of the continuing
business and +/- £1.0 million on operating profit of the continuing business.
The choice of a 1%pt change for the determination of sensitivity represents a
reasonable, but not extreme, variation in the return rate.
Claims provision
Management makes judgements in respect of the likelihood of the realisation of
a claim. The provision for claims is then estimated from the settlement amount
of similar claims in the relevant jurisdiction, with assistance from legal
counsel, or from agreed settlements. Factors taken into account include the
degree of loss to the appealing party, the likelihood of success in defence
and the possible bases of the amount of the settlement claims. Where there are
settlements involving class actions and compensation provided to beneficiaries
through vouchers, the redemption rates are based on the rates that have been
observed in similar instances.
Inventory valuation
Inventory is carried at the lower of cost or net realisable value. Net
realisable value is estimated by management on the basis of a number of
factors, including but not limited to: the historic rate of sell through, the
continuing fashion ability and likely continuing popularity of the product
and seasonal trends, along with the volume held of a particular style in
conjunction with the ageing of inventory. The judgement of net realisable
value may be different from the future actual value realised, but that
difference is not expected ever to be material. A difference of 1%pt in the
provision as a percentage of gross inventory would give rise to a difference
of +/- £2.3 million in gross margin for the continuing business. The choice
of a 1%pt change for the determination of sensitivity represents a reasonable,
but not extreme, variation in the provision.
During the year, the group revised its methodology for calculating the
provision for inventory, reflecting the Group's new strategy and reset to
commercial model. This change is intended to ensure a more accurate
representation of the recoverable value of inventory and support the group's
focus on faster stock turnover and maintaining lower inventory levels. The
impact of this change is an increase in the overall inventory provision
compared to the prior year under the previous methodology. This increase of
£26.1m was recognised within exceptional costs, and is reflected within the
exceptional costs table in Note 1.
Intangible assets - impairment testing
Acquired trademarks and customer list intangible assets are impaired if the
projected cash flows over the expected lives are lower than the carrying
value. Determining whether an impairment is required involves estimation and
uncertainty around the forecasted cashflows arising from the intangible assets
which are used to determine the value in use of the relevant cash generating
unit. Sensitivity testing is performed on the cash flow calculations to verify
that impairment is not required with a reasonable range of downside scenarios.
Further details of the sensitivities performed are disclosed in note 11.
Classification and fair value of investments in equity instruments and
associates
During the year ended 29 February 2024, it was determined that significant
influence did exist in determining whether the 27.13% shareholding for
Revolution Beauty Group Plc ("REVB") should be accounted for as an associate
under IAS 28. Management reviewed the position as at 28 February 2025 and,
holding 27.08% of the shares, determined that significant influence continued
to exist
Under the equity accounting requirements of IAS 28 the group's share of the
results of associate is included in the carrying value of the associate in the
consolidated statement of financial position and included within the
consolidated income statement using the equity method of accounting.
As at the date of publishing these financial statements the audit of REVB's
financial statements for the year ended 28 February 2025 has begun but not
been completed by REVB's auditors. The group has reviewed analyst notes
prepared by REVB's joint Nominated Advisers, Liberum and Zeus, dated 23
January 2025, information provided by management from draft management
accounts of REVB for the period ended 28 February 2025, post year end RNS
announcements published by REVB and analyst note prepared by REVB's Nominated
Advisers, Liberum, dated 12 May 2025 and preliminary unaudited results
published 22nd August 2025. As a result of this review, an estimate of
(£4.5)million has been recognised in the consolidated statement of income and
consolidated statement of comprehensive income as the group's share of the
results of associates for the period.
Given the group's shareholding percentage and review of several analyst notes,
along with discussions with REVB management, the risk of this estimate being
materially incorrect is considered low.
The overall carrying value of the associate after incorporating our share of
REVB's FY25 share of loss has been tested for impairment using analyst notes
prepared by REVB's joint NOMAD Zeus, dated 23 January 2025 and by Nominated
Advisers Liberum dated 12 May 2025, together with a consideration of the
market capitalisation of the group. As indicators of impairment exist,
management exercised judgement as to the recoverable amount and determined
that a level 1 fair value measurement (based on market capitalisation) is more
appropriate than a level 3 fair value measurement (i.e. value in use) due to
the inherent estimation and uncertainty embedded in the value in use by using
REVB's forecasted performance and cash flows from analyst notes and taking
into account the profit warning released by the associate in January 2025 and
trading update released in May 2025. This has resulted in the carrying value
of the associate being impaired to £9.1m with the impairment of £16.0m
included in administration expenses (see Note 13).
Recognition of deferred tax assets
Deferred tax assets are recognised and carried forward to the extent that the
realisation of the related tax benefit through future taxable profits is
probable by reference to seven-year forecast period, using a detailed
three-year forecast period extrapolated for 4 years using a predetermined
growth rate. The carrying amount of deferred tax assets is reviewed at each
reporting date by reference to management forecasts and reduced to the extent
that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates and in accordance with laws that are expected to
apply in the period/jurisdiction when/where the liability is settled or the
asset is realised. An increase in the Deferred Tax Asset has been
recognised, reference Note 15
Assets and disposal groups held for sale and discontinued operations
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, the group has exercised significant judgement in determining
whether the Youth Brand, PrettyLittleThing, has met the criteria to be classed
as held for sale and as a discontinued operation in the financial statements
as at 28 February 2025. Management considered the nature and scope of the
operations, the significance of PrettyLittleThing's financial results in the
context of the group as a whole and whether their activities represent a major
line of business operations.
The classification required an assessment of the facts and circumstances
surrounding the planned disposal as at 28 February 2025 and involved judgement
in evaluating whether the criteria in IFRS 5 were met. The group concluded
that the disposal group of PrettyLittleThing comprising the brand, customer
list and inventory, met the definition of a discontinued operation as it
represented a major line of business, with the group committed to the
disposal, with advisors engaged and actively seeking a buyer, and disposal of
the brand, customer list and inventory expected within 12 months of initial
recognition as a discontinued operation and held for sale disposal group.
Management has also considered the requirements of the Standard in relation to
valuation, with the requirement to hold the disposal group at the lower of
carrying value and fair value less costs to sell.
Based on management's assessment of anticipated proceeds of disposal,
estimated based on management's previous acquisition experience and
discussions with valuation advisors on the structure and context of the
disposal, an impairment of £8.5m has been recorded (see note 17).
Exceptional items
The group exercises judgement in assessing whether items should be classified
as exceptional. This assessment covers the nature of the item, cause of
occurrence and scale of impact of that item on the reported performance. As a
number of exceptional costs were in relation to PLT, exceptional costs are
split between continuing and discontinued operations.
The exceptional costs in these financial statements include:
· Stock clearance, onerous operating costs, dual running costs,
restructuring, split shipping and closure costs, together with impairment of
assets associated with the closure of a warehousing facility in the USA in
FY25 (continuing and discontinued operations) - see notes 17 and 18 for
further information
· Ongoing costs of the vacant Daventry warehouse closed in FY24,
restructuring costs associated with automation) and costs associated with the
closure (continuing).
· Disposal of Wellingborough, Thurmaston Lane and Soho properties
(continuing).
· Technology dual running costs due to development of internal
platform (continuing) - see note 1
· Impairment of Revolution Beauty Group plc to share of fair value
less costs to sell based on market capitalisation at year end (continuing) -
see note 13
· Costs and impairment of assets associated with the commercial
strategy review launched on 18 October 2024, including:
Ø Margin reduction and stock provision impact associated with shift to
marketplace model with lower stock holding and stock clearance via deeper
discounting followed by sale through jobbing (sale to middleman between
retailers and customers), together with change in stock provision methodology
for FY25 onwards (continuing and discontinued) - see note 1
Ø Technology dual running costs due to decision to abandon internally
developed technology and associated Impairment of intangible capitalised
software following change in strategy to marketplace model (continuing) - see
note 1
Ø Restructuring costs associated with the strategic review and cost reduction
programme (continuing and discontinued) - see note 1
Ø Professional fees associated with FY25 refinancing, strategic review and
defence costs (continuing) - see note 1
Exceptional costs and impairment of assets 2025 2024
(continuing operations) £ million £ million
Cost of Sales
USA Warehouse closure - stock provision 1.0 -
UK stock clearance 25.1 -
Cost of Sales total 26.1 -
Selling and distribution costs
Impairment of USA warehouse right-of-use asset 66.1 -
Impairment of USA warehouse plant and equipment 28.8 -
Impairment of UK warehouse right-of-use asset - 34.2
Impairment of UK warehouse plant and equipment - 19.1
USA warehouse associated closure costs 0.2 6.7
UK warehouse restructuring and dual operating costs 2.2 6.6
Selling and distribution costs total 97.3 66.6
Administration expenses
Loss on disposals of property (including remediation provision) 18.4 -
Impairment of property, plant and equipment 5.9 -
Impairment of associate 16.0 -
Impairment of software 8.6 -
Impairment of acquired intangibles - 22.4
Restructuring costs 8.1 5.2
Technology platform - dual running costs 5.8 3.9
UK warehouse associated closure costs 0.2
Dual technology platform running costs associated with the re-platforming of 5.2 -
the Groups e- commerce front to its own in-house developed tech stacks
Professional fees 7.1 -
Administration expenses total 75.3 31.5
Total before tax 198.7 98.1
Tax (11.3) (15.7)
Total after tax for continuing operations 187.4 82.4
Exceptional costs and impairment of assets 2025 2024
(discontinued operations) £ million £ million
Cost of Sales
USA warehouse closure - stock provision 2.7 -
Impairment due to held for sale 8.5
UK stock clearance 26.9 -
Cost of Sales total 38.1 -
Selling and distribution costs
17.5 4.9
Selling and distribution costs total 17.5 4.9
Administration expenses
Impairment of property, plant and equipment 4.3 -
Impairment of right of use asset 1.0 -
Impairment of software 8.8 -
Restructuring costs 3.2 -
Administration expenses total 17.3 -
Total before tax 72.9 4.9
Tax 6.6 (1.2)
Total after tax for discontinued operations 79.5 3.7
2 Segmental analysis
IFRS 8, 'Operating Segments', requires operating segments to be determined
based on the group's internal reporting to the chief operating decision maker.
The chief operating decision maker is considered to be the executive board,
which has determined that the primary segmental reporting format of the group
for the year ended 28 February 2025 is by brand. This represents a change
from prior periods, where segments were reported by geographic region. The
change reflects the Groups current strategic focus on brand performance at a
group level as a key performance indicator. Management reviews brands at gross
profit level, information below gross profit is not reviewed on a brand basis
and is therefore not presented by operating segment. Comparative figures
have been restated by brand to reflect this change.
Year ended 28 February 2025
Youth Debenhams Karen Total Continuing Discontinued Operations Total
brands & Labels Millen
£ million £ million £ million £ million £million £million
Revenue 514.1 208.4 67.8 790.3 427.7 1,218.0
Cost of sales (257.1) (87.9) (29.5) (374.5) (225.5) (600.0)
Cost of sales - Exceptional costs (26.1) (38.1) (64.2)
Gross Profit 389.7 164.1 553.8
Distribution costs (161.7) - (161.7)
Distribution costs - Exceptional costs (97.4) (97.4)
Administrative expenses (291.2) - (291.2)
Administrative expenses - Exceptional costs (75.3) (75.3)
Amortisation of acquired intangibles (6.8) - (6.8)
Discontinued operations - total cost - (248.4) (248.4)
Other income 1.3 - 1.3
Operating loss (241.4) (84.3) (325.7)
Finance income 2.7 - 2.7
Finance expense (25.2) - (25.2)
Loss before tax (263.9) (84.3) (348.2)
*Restated Year ended 29 February 2024
Youth Debenhams Karen Total Continuing Discontinued Operations *Total
brands & Labels Millen
£ million £ million £ million £ million £million £million
Revenue 646.2 186.0 70.1 902.3 558.7 1,461.0
Cost of sales (304.9) (89.4) (28.7) (423.0) (281.9) (704.9)
Gross profit 341.3 96.6 41.4 479.3 276.8 756.1
Distribution costs (209.3) - (209.3)
Distribution costs - Exceptional Costs (66.6) (66.6)
Administrative expenses (283.4) - (283.4)
Administrative expenses - Exceptional costs (31.5) (31.5)
Amortisation of acquired intangibles (29.8) - (29.8)
Discontinued operations - total cost - (283.70) (283.7)
Other income 1.3 - 1.3
Operating loss (140.0) (6.9) (146.9)
Finance income 7.1 2.4 9.5
Finance expense (22.2) (0.3) (22.5)
Loss before tax (155.1) (4.8) (159.9)
Due to the nature of its activities, the group is not reliant on any
individual customers.
No analysis of the assets and liabilities of each operating segment is
provided to the chief operating decision maker in the monthly management
accounts; therefore, no measure of segmental assets or liabilities is
disclosed in this note.
*Restated for FY2024 due to classification of PLT as held for sale and
discontinued operation.
3 Other income
2025 2024
£ million £ million
Property rental income 1.1 0.4
R&D expenditure tax credit 0.2 0.9
1.3 1.3
4 Finance income and expense
2025 2024
£ million £ million
Finance income: Bank interest received 2.7 9.5
Finance expense: RCF and Term Loan interest paid and accrued (19.1) (18.3)
Finance expense: IFRS 16 lease interest (3.3) (2.9)
Finance expense: RCF arrangement and facility fees (2.8) (1.3)
(25.2) (22.5)
5 Auditors' remuneration
2025 2024
£ million £ million
Audit of these financial statements 0.6 0.6
Disclosure below based on amounts receivable in respect of services to the
group
Amounts receivable by auditors and their associates in respect of:
Audit of financial statements of subsidiaries pursuant to legislation - -
0.6 0.6
6 Loss before tax
Loss before tax is stated after charging: 2025 2024
£ million £ million
Short-term operating lease rentals for buildings - 0.2
Equity-settled share-based payment charges (note 29) 16.6 17.5
Exceptional costs, excluding impairment and property, plant and equipment 110.9 27.3
disposals (note 1)
Depreciation of property, plant and equipment (note 11) 27.2 33.7
Impairment of property, plant and equipment (note 11) 42.8 19.1
Depreciation of right-of-use assets (note 13) 10.4 14.3
Impairment of right-of-use assets (notes 1, 13) 67.1 34.2
Impairment of intangible assets (notes 1, 10) 17.4 22.4
Amortisation of acquired intangible assets (note 10) 41.7 37.0
Loss on disposal of property, plant and equipment (Exc dilapidation provision) 17.4 0.1
Impairment of associate (note 13) 16.0 -
7 Earnings per share
Basic earnings per share is calculated by dividing profit after tax
attributable to members of the holding company by the weighted average number
of shares in issue during the year. Own shares held by the Employee Benefit
Trust are eliminated from the weighted average number of shares. Diluted
earnings per share is calculated by dividing the result after tax attributable
to members of the holding company by the weighted average number of shares in
issue during the year, adjusted for potentially dilutive share options, except
when there is a loss, in which case the basic measure is used.
Adjusted earnings and adjusted earnings per share is a non-IFRS measure,
which, in management's opinion, gives a more consistent measure of the
underlying performance of the business excluding non-cash accounting charges
and gains relating to the amortisation of intangible assets valued upon
acquisitions, non-cash share-based payment charges, exceptional items and the
group's share of results of associate.
Continuing Operations
Earnings per share for continuing operations
2025 * 2024
Million Million
Weighted average shares in issue for basic earnings per share (EPS) 1,302.0 1,200.9
Dilutive share options 105.2 68.8
Weighted average shares in issue for diluted earnings per share 1,407.2 1,269.7
Loss (£ million) (263.2) (146.6)
Basic loss per share (20.22)p (12.47)p
Diluted loss per share (20.22)p (12.47)p
Adjusting items:
Amortisation of intangible assets arising on acquisitions (Note 10) 6.8 8.4
Share-based payments charges 14.9 14.3
Exceptional items and impairment (note 1) 198.7 98.1
Share of results of associate 4.5 (3.1)
Tax on adjusting items (5.1) (20.5)
Adjusted loss (43.4) (49.2)
Adjusted loss per share (basic) (3.34)p (4.12)p
Adjusted loss per share (diluted) (3.34)p (4.12)p
*FY2024 comparatives have been restated on account of PLT being assessed as a
discontinued operation
Discontinuing Operations
Earnings per share for discontinuing operations
2025 * 2024
Million Million
Weighted average shares in issue for basic earnings per share (EPS) 1,302.0 1,200.9
Dilutive share options 105.2 68.8
Weighted average shares in issue for diluted earnings per share 1,407.2 1,269.7
Loss (£ million) (63.2) 8.8
Basic loss per share (4.85)p 0.73p
Diluted loss per share (4.85)p 0.73p
Adjusting items:
Amortisation of intangible assets arising on acquisitions (Note 10) - -
Share-based payments charges 1.7 3.2
Exceptional items and impairment (note 1) 72.8 4.9
Share of results of associate - -
Tax on adjusting items 6.2 (0.8)
Adjusted profit 17.5 16.1
Adjusted Earnings per share (basic) 1.35p 1.34p
Adjusted Earnings per share (diluted) 1.25p 1.27p
Staff numbers and costs
The average monthly number of persons employed by the group (including
directors) during the year, analysed by category, was as follows:
Number of employees
2025 2024
Administration 1,763 2,098
Distribution 2,106 2,981
3,869 5,079
The aggregate payroll costs of these persons were as follows:
2025 2024
£ million £ million
Wages and salaries 144.9 163.3
Social security costs 14.9 16.7
Post-employment benefits 4.0 4.4
Equity-settled share-based payment charges 16.6 17.5
180.4 201.9
8 Directors' and key management compensation
2025 2024
£ million £ million
Short-term employee benefits 17.4 23.5
Post-employment benefits 0.5 0.4
Equity-settled share-based payment charges 4.6 3.4
22.5 27.3
Directors (who are considered to be the key management personnel) compensation
comprises the group directors. Directors' emoluments and pension payments of
boohoo group plc are detailed in the directors' remuneration report on page
97.
9 Taxation
2025 2024
£ million £ million
Analysis of credit in year
Current tax on income for the year 0.1 0.3
Adjustments in respect of prior year taxes (1.7) (3.3)
Deferred taxation (note 15) (25.1) (16.0)
Tax credit (26.7) (19.0)
Income tax expense computations are based on the jurisdictions in which
taxable profits were earned at prevailing rates in those jurisdictions. The
company is subject to Jersey income tax at the standard rate of 0%. The
reconciliation below relates to tax incurred in the UK where the group is
primarily tax resident. The total tax charge differs from the amount computed
by applying the UK rate of 25% for the year (2024: 24.5%) to profit before tax
as a result of the following:
2025 2024
£ million £ million
Loss before tax (349.1) (159.9)
Loss before tax multiplied by the standard rate of corporation tax of the UK (87.3) (39.2)
of 25% (2024: 24.5%)
Effects of:
Expenses not deductible for tax purposes 38.4 20.3
Deferred tax not recognised 15.7 -
Adjustments in respect of prior year taxes 6.1 (3.3)
Overseas tax differentials 4.0 0.3
Capital loss (4.9)
Depreciation on ineligible assets - 2.9
Share scheme 1.3 -
Tax credit (26.7) (19.0)
No current tax was recognised in other comprehensive income (2024: £nil). No
Pillar Two top up tax is expected for FY25. The UK corporation tax rate
changed effective April 2023 from 19% to 25% as enacted by the UK Government
resulting in an effective rate of 25% for the year ended 28 February 2025; the
effective tax rate for the year ended 29 February 2024 is 24.5%.
Pillar Two: The OECD Pillar Two Globe Rules (Pillar Two) introduce a global
minimum corporation tax rate of 15% applicable to multinational enterprise
groups with global revenue over €750 million. All participating OECD
members are required to incorporate these rules into national legislation.
The Pillar Two rules applied to the Group for its accounting period commencing
1 March 2024. On 23 May 2023, the International Accounting Standards Board
("IASB") amended IAS 12 to introduce a mandatory temporary exception to the
accounting for deferred taxes arising from the jurisdictional implementation
of Pillar Two model rules. On 19 July 2023 the UK endorsement Board adopted
the IASB amendments to IAS 12. The group has performed an assessment of its
exposure to Pillar Two income taxes and the Pillar Two current tax charge for
the period ended 28 February 2025 is approximately £nil.
10 Intangible assets
Patents and licences Trademarks Customer lists Computer software Total
£ million £ million £ million £ million £ million
Cost
Balance at 28 February 2023 1.0 115.6 8.1 83.2 207.9
Additions 0.3 - - 31.9 32.2
Disposals - - - - -
Balance at 29 February 2024 1.3 115.6 8.1 115.1 240.1
Additions - - - 23.5 23.5
Disposals - - - - -
Balance at 28 February 2025 1.3 115.6 8.1 138.6 263.6
Accumulated amortisation
Balance at 28 February 2023 0.6 37.5 7.5 30.8 76.4
Amortisation for year 0.1 7.8 0.6 28.5 37.0
Impairment of intangible assets - 22.4 - - 22.4
Disposals - - - - -
Balance at 29 February 2024 0.7 67.7 8.1 59.3 135.8
Amortisation for year 0.1 6.8 - 34.8 41.7
Impairment of intangible assets - - - 17.4 17.4
Disposals - - - - -
Balance at 28 February 2025 0.8 74.5 8.1 111.5 194.9
Net book value
At 28 February 2023 0.4 78.1 0.6 52.4 131.5
At 29 February 2024 0.6 47.9 - 55.8 104.3
At 28 February 2025 0.5 41.1 - 27.1 68.7
Within the statement of comprehensive income, amortisation and impairment of
acquired intangible assets (trademarks and customer lists) of £6.8 million
(2024: £30.8 million) is shown separately. The amount of amortisation and
impairment of the other intangible assets included in distribution costs is
£Nil (2024: £0.4million) and in administrative expenses is £52.3 million
2024: £28.6 million).
The group tests the carrying amount of trademarks and customer lists annually
for impairment or, more frequently, if there are indications that their
carrying value might be impaired. The carrying amounts of other intangible
assets are reviewed for impairment if there is an indication of impairment.
The intangible assets impaired during the year ended 28 February 2025 of
£17.4 million relate to the discontinued operation's website and, in the
continuing business, software that is no longer expected to deliver an
economic benefit to the group following the strategic review. The impairment
in FY24 related to the group's non-core labels, subsumed into the Debenhams
and labels segmental reporting, which had seen significant declines in revenue
during the year.
Impairment is calculated by comparing the carrying amounts to the value in use
derived from discounted cash flow projections for each cash-generating unit
("CGU") to which the intangible assets are allocated. A CGU is deemed to be an
individual brand which is then allocated to the operating segment of Debenhams
and labels, Karen Millen or Youth Brands.
Value-in-use calculations are based on five-year management forecasts,
prepared as set out below, with a terminal growth rate applied thereafter,
representing management's estimate of the long-term growth rate of the sector
served by the CGUs. The growth rate does not exceed the long-term average
growth rate for the business in which the CGU operates.
The key assumptions used in the value-in-use calculations are as follows:
Sales growth and forecast contribution margin
This is based on past performance and management's expectations of market
development over the five-year forecast period, using a detailed three-year
forecast period extrapolated for 2 years using a predetermined growth rate,
with a terminal value applied thereafter for perpetuity. The directors have
reviewed the group's profitability in the five-year plans, the annual budgets
and medium-term forecasts, including assumptions concerning capital
expenditure and expenditure commitments and their impact on cash flow. The
directors consider that a five-year plan is the appropriate period to project
financial plans with a reasonable level of certainty in line with their
current strategic objectives.
Other operating costs
These are the fixed costs of the CGU, which do not vary significantly with
sales volumes or prices. Management forecasts these costs based on the current
structure of the business, adjusting for inflationary increases, and these do
not reflect any future restructurings or cost-saving measures.
Long-term growth rate 2%
This growth rate is based on a prudent assessment of past experience and
future estimations of market expectations.
Discount rate 11.1%
The pre-tax discount rate applied to the cash flow forecasts for the CGU is
derived from the estimated pre-tax weighted average cost of capital ("WACC")
for the Group.
Sensitivity to changes in assumptions
There is sufficient headroom for each of the unimpaired CGUs, such that
management believes no reasonable change in any of the above assumptions would
cause the carrying value of the intangible asset to exceed its recoverable
amount.
11 Property, plant and equipment
Short leasehold alteration Fixtures and fittings Computer equipment Motor vehicles Land & buildings Total
£ million £ million £ million £ million £ million £ million
Cost
Balance at 28 February 2023 31.8 279.3 14.8 1.0 136.1 463.0
Additions 3.5 28.2 0.9 - - 32.6
Exchange differences - (0.7) - - (0.3) (1.0)
Disposals (0.3) - - (0.1) (1.2) (1.6)
Balance at 29 February 2024 35.0 306.8 15.7 0.9 134.6 493.0
Additions 1.9 1.5 0.6 - - 4.0
Exchange differences - 0.1 - - - 0.1
Disposals - (2.6) - - (82.3) (84.9)
Balance at 28 February 2025 36.9 305.8 16.3 0.9 52.3 412.2
Accumulated depreciation
Balance at 28 February 2023 10.3 62.6 9.5 0.8 8.2 91.4
Depreciation charge for the year 2.7 24.8 3.3 0.1 2.8 33.7
Impairment of assets - 19.1 - - - 19.1
Disposals (0.3) - - (0.1) (0.1) (0.5)
Balance at 29 February 2024 12.7 106.5 12.8 0.8 10.9 143.7
Depreciation charge for the year 3.1 18.5 2.1 - 3.4 27.1
Impairment of assets - 32.8 - - 10.0 42.8
Exchange differences - 1.4 - - - 1.4
Disposals - (1.0) - - (6.4) (7.4)
Balance at 28 February 2025 15.8 158.2 14.9 0.8 17.9 207.6
Net book value
At 28 February 2023 21.5 216.7 5.3 0.2 127.9 371.6
At 29 February 2024 22.3 200.3 2.9 0.1 123.7 349.3
At 28 February 2025 21.1 147.6 1.4 0.1 34.4 204.6
The amounts of depreciation included in the statement of comprehensive income
in distribution costs is £14.1 million (2024: £22.9 million) and in
administrative expenses is £13.1 million (2024: £10.8 million). The amounts
of impairment included in the statement of comprehensive income in
distribution costs is £42.8 million (2024: £19.1 million) and in
administrative expenses is Nil (2024: £nil million).
Disposals include the disposal of the freehold property on Great Pulteney
Street in Soho, together with associated fixtures and fittings, to Global
Holdings Limited for £49.5m. The group continues to lease the Soho property
under a lease with an expiry date of December 2025 (see note 11). One floor
is leased to RevB, generating rental income of £0.8million (Note 27).
The assets impaired relate to freehold and leasehold alterations and fixtures
and fittings located in facilities which are no longer in use, where the
assets' value in use has been determined to be lower than the carrying value,
including the impairment of fixtures and fittings related to the US warehouse
of £28.8m, and the impairment of assets linked to the discontinued business,
which are not part of the disposal group and no longer of economic value to
the group (Note 1). Assets have been impaired to their estimated recoverable
amount, being the higher of value in use or fair value less costs of disposal.
The residual value of the impaired assets is £nil.
12 Right-of-use assets
Short leasehold properties
£million
Cost
Balance at 28 February 2023 181.0
Additions 3.8
Exchange differences (6.2)
Disposals (0.1)
Balance at 29 February 2024 178.5
Additions 4.9
Lease modifications 8.1
Exchange differences (3.1)
Disposals (25.6)
Balance at 28 February 2025 162.8
Accumulated depreciation
Balance at 28 February 2023 44.6
Depreciation for year 12.6
Lease modifications 1.7
Impairment of assets 34.2
Exchange differences (0.2)
Balance at 29 February 2024 92.9
Depreciation for year 10.4
Impairment of assets 67.1
Exchange differences (2.3)
Disposals (25.6)
Balance at 28 February 2025 142.5
Net book value
At 28 February 2023 136.4
At 29 February 2024 85.6
At 28 February 2025 20.3
The amounts of depreciation included in the statement of comprehensive income
in distribution costs is £6.7million (2024: £10.0 million) and in
administrative expenses is £3.7million (2024: £4.3 million). The amounts of
impairment included in the statement of comprehensive income in distribution
costs is £62.5 million (2024: £34.2 million) and in administrative expenses
is £4.6 million (2024: £nil).
Following the disposal of the property on Great Pulteney Street in Soho the
group continues to lease two floors under a lease which expires in December
2025. This lease is included in right of use asset additions.
The assets impaired relate to the closure of the US warehouse in the year and
right of use assets taken on by the discontinued operation that are no longer
expected to be of economic value to the group.
Some leases contain break clauses or extension options to provide operational
flexibility. Potential future undiscounted lease payments not included in the
reasonably certain lease term and, hence, not included in right-of-use assets
or lease liabilities, total £0.8million (2024: £2.3 million).
The Sheffield lease agreement was modified in FY2025 due to a revised
agreement in May 2024 for rent free period of 8 months to December 2024.
13 Investment in associate
Investment in associate
£ million
Cost
Balance at 29 February 2024 29.6
Additions at fair value -
Share of results of associate (4.5)
Balance at 28 February 2025 25.1
Impairment
Balance at 29 February 2024 -
Impairment charge 16.0
Balance at 28 February 2025 16.0
Net book value
At 29 February 2024 29.6
At 28 February 2025 9.1
Under the equity accounting requirements of IAS 28 the group's share of the
results of associate is included in the carrying value of the associate in the
group statement of financial position and included within the group income
statement using the equity method of accounting.
Set out below is the material associate of the group. The entity listed below
has share capital consisting of ordinary shares, which are held directly by
the group. The country of incorporation or registration is the principal place
of business, and the proportion of ownership interest is the same as the
proportion of voting rights held.
% ownership Carrying amount
Name of entity Nature of relationship Country of incorporation 2025 2024 2025 2024
% % £ million £ million
Revolution Beauty Group plc ("REVB") Associate, supplier UK 27.08% 27.13% 9.1 29.6
Group assesses at each balance sheet date, whether there is an indication that
the investment in associate held on the balance sheet may be impaired. The
overall carrying value of the associate after incorporating the group's share
of REVB's FY25 share of loss was tested for impairment using forecasts within
analyst notes prepared by REVB's joint NOMAD Zeus, dated 23 January 2025 and
NOMAD Liberum dated 12 May 2025, together with a consideration of the market
capitalisation of the associate. As indicators of impairment exist, management
exercised judgement as to the recoverable amount and determined that a level 1
fair value measurement (based on market capitalisation) is more appropriate
than a level 3 fair value measurement (i.e. value in use) due to the inherent
estimation and uncertainty embedded in the value in use by using REVB's
forecasted performance and cash flows from analyst notes and taking into
account the profit warning released by the associate in January 2025. This
has resulted in the carrying value of the associate being impaired to £9.1m.
The table below provides the summarised profit and loss and balance sheet for
REVB. As at the date of publishing these financial statements, the audit of
REVB's financial statements for the year ended 28 February 2025 has begun but
not been completed by REVB. The group has reviewed analyst notes prepared by
REVB's NOMADs, Liberum and Zeus, dated 23 January 2025, information provided
by management from management accounts for the year ended 28 February 2025,
post year end RNS notes published by REVB and analyst note prepared by joint
NOMAD Liberum dated 12 May 2025 and the preliminary unaudited results
announced on 22 August 2025.
2025 2024
£ million £ million
Turnover * 142.6 122.3
Profit * (16.8) 11.3
Group share in % 27.08% 27.13%
Group share in £ million (4.5) 3.1
Total non-current assets 20.2 17.4
Total current assets 76.5 98.1
Total current liabilities (97.0) (71.1)
Total non-current liabilities (11.4) (41.7)
Net assets (11.7) 2.7
* Results for the prior year are presented for the period from 18 July 2023 to
29 February 2024, as the Group obtained significant influence on 18 July 2023.
14 Investments
The subsidiaries held and consolidated in these financial statements are set
out below:
Name of company Principal activity Country of incorporation Address Percentage ownership
Direct investment
Debenhams Holdings Limited Holding UK 49-51 Dale St, Manchester 100%
Indirect investments
Debenhams Holdings 2 Limited Holding UK 49-51 Dale St, Manchester 100%
21Three Clothing Company Limited Dormant UK 49-51 Dale St, Manchester 100%
Boo Who Limited Dormant UK 49-51 Dale St, Manchester 100%
boohoo France SAS Marketing office France 15, Rue Bachaumont, Paris 100%
boohoo Germany GmbH Marketing office Germany Tucholskystrasse 13, Berlin 100%
boohoo Italy srl Admin office Italy Via Sant'Antonio n. 30, Prato 100%
boohoo.com Australia Pty Ltd Marketing office Australia 468 St Kilda Road, Melbourne 100%
boohoo.com UK Limited Trading UK 49-51 Dale St, Manchester 100%
boohoo.com USA Inc Marketing office USA 8431 Melrose Pl, Los Angeles 100%
boohoo.com USA Limited Dormant UK 49-51 Dale St, Manchester 100%
boohooMAN.com UK Limited Dormant UK 49-51 Dale St, Manchester 100%
BoohooPLC.com Inc Warehouse USA 49-51 Dale St, Manchester 100%
Debenhams Property Holdings Limited Property Jersey 44 Esplanade, St Helier, Jersey 100%
Debenhams Property Holdings 2 Limited Property UK 49-51 Dale St, Manchester 100%
Boohoo Turkey Sourcing office Turkey 20 Bahcelievler, Istanbul 34197 100%
Burton Online Limited Trading UK 49-51 Dale St, Manchester 100%
CoastLondon.com Limited Trading UK 49-51 Dale St, Manchester 100%
Debenhams Brands Online Limited Trading UK 49-51 Dale St, Manchester 100%
DBZ Marketplace Online Limited Trading UK 49-51 Dale St, Manchester 100%
Debenhams Holdings Limited Holding UK 49-51 Dale St, Manchester 100%
DBZ Marketplace US Inc Trading USA 1209 Orange Street, Wilmington 100%
Dorothy Perkins Online Limited Trading UK 49-51 Dale St, Manchester 100%
Faith.com Online Limited Dormant UK 49-51 Dale St, Manchester 100%
Karenmillen.com Limited Trading UK 49-51 Dale St, Manchester 100%
Maine.com Online Limited Dormant UK 49-51 Dale St, Manchester 100%
Mantaray.com Online Limited Dormant UK 49-51 Dale St, Manchester 100%
MissPap UK Limited Trading UK 49-51 Dale St, Manchester 100%
DebenhamsPayPlus Limited Trading UK 49-51 Dale St, Manchester 100%
Nasty Gal Limited Trading UK 49-51 Dale St, Manchester 100%
NastyGal.com USA Inc Marketing office USA 2135 Bay Street, Los Angeles 100%
NastyGal Marketplace USA Inc Trading USA 1209 Orange Street, Wilmington 100%
Oasis Fashions Online Limited Trading UK 49-51 Dale St, Manchester 100%
Debenhams Retail Online Limited Data processor UK 49-51 Dale St, Manchester 100%
PrettyLittleThing.com France SAS Marketing office France 81 Rue Reaumur, 75002, Paris 100%
PrettyLittleThing.com Limited Trading UK 49-51 Dale St, Manchester 100%
PrettyLittleThing.com USA Inc Marketing office USA 1209 Orange Street, Wilmington 100%
Principles.com Online Limited Dormant UK 49-51 Dale St, Manchester 100%
RedHerring.com Online Limited Dormant UK 49-51 Dale St, Manchester 100%
Shanghai Wasabi Frog Trading Co Limited Trading China 828-838 Zhangyang Rd., Shanghai, China 100%
Wallis Online Limited Trading UK 49-51 Dale St, Manchester 100%
Warehouse Fashions Online Limited Trading UK 49-51 Dale St, Manchester 100%
15 Deferred tax
Assets Unused Share-based payments Temporary Differences Total
tax losses
£ million £ million £ million £ million
Asset at 28 February 2023 22.5 1.0 - 23.5
Recognised in statement of comprehensive income 6.4 2.2 - 8.6
Asset at 29 February 2024 28.9 3.2 32.1
Recognised in statement of comprehensive income - continuing 25.3 2.6 0.1 28.0
Debit in equity - - - -
Asset at 28 February 2025 54.2 5.8 0.1 60.1
Liabilities
Business combinations Capital allowances in excess of depreciation Total
£ million £ million £ million
Liability at 28 February 2023 (0.7) (23.5) (24.2)
Recognised in statement of comprehensive income 0.2 7.2 7.4
Liability at 29 February 2024 (0.5) (16.3) (16.8)
Recognised in statement of comprehensive income - (2.9) (2.9)
Debit in equity - - -
Liability at 28 February 2025 (0.5) (19.2) (19.7)
Recognition of the deferred tax assets is based upon the expected generation
of future taxable profits. The tax losses attributable to the discontinued
business have not been recognised.
The deferred tax liability will reverse in more than one year's time as the
intangible assets are amortised.
Deferred tax is calculated at 25% as enacted from April 2023 by the UK
Government.
At the reporting date, the group had unused tax losses of £5.9million (2024:
£nil) available at PLT component level and will not be part of any group loss
relief. During the year, Group's net interest expense exceeded the
£2million de minimis threshold and a total of £6.9million (2024: £nil)
interest expense available to offset future profits.
16 Inventories
2025 2024
£ million £ million
Finished goods 66.9 196.2
Finished goods - returns 5.3 11.8
72.2 208.0
The value of inventories included within cost of sales for the year was
£611.3 million (£384.0m for continuing operations) (2024: £709.6 million
(£416.2m for continuing operations)). Finished goods - returns row of the
table above represents the estimated value of products sold to customers but
expected to be returned. An impairment provision of £47.9million includes
£22.8million (2024:18.5m) related to stock held for sale within discontinued
operations. This amount was charged to the statement of comprehensive
income. There were no reversals of prior period provisions during the year.
17 Held for sale - discontinued operations
The disposal group comprises the brand, customer lists and inventory of
PrettyLittleThing. The disposal group, comprising Inventory only, which is
held at £20. 9million. Management estimate fair value less costs to sell
and this estimate includes several factors including but not limited to:
economic environment and consumer spending patterns, recent comparable
transactions, physical condition and age of the goods, brand reputation and
performance, discounts applied if the sale involves large quantities and
selling costs. There are no disposal group liabilities.
There is an element of the provision which relates to the change in stock
provision method (increase provision rates against different ageing
categories).
2025 2024
£ million £ million
Revenue 427.7 558.7
Costs (511.8) (554.0)
Pre-tax (84.1) 4.7
(loss)/profit
Income 21.0 4.0
tax
Post tax (loss)/profit (63.1) 8.7
Net Cash generated from operating activities -discontinued (24.2) (13.6)
Net cash used in investing activities - discontinued (6.2) (23.4)
Net cash flows generated from financing activities - discontinued (3.8) (3.9)
(Decrease)/Increase in cash and cash equivalents (11.9) 46.1
Cashflow from discontinued operations
Note 2025 2024
£ million £ million
Cash flows from operating activities
Total (Loss)/Profit for the year from discontinued operations (63.1) (0.4)
Adjustments for:
Share-based payments charge 1.7 3.2
Depreciation charges and amortisation 10,11,12 22.7 18.6
Impairment of intangible assets 10 8.7
Impairment of property, plant and equipment 11 4.1 -
Impairment of right of use asset 12 1.0
Increase in legal provision 0.6
Finance Income (2.4)
Finance Expense 0.3
Deferred Tax Credit 1.2
Tax credit 9 (22.3) (3.4)
(45.4) 15.9
Decrease/(increase) in inventories 16 49.7 (39.8)
(Increase)/Decrease in stock provision movements 19.1 (2.8)
(Increase)/Decrease in inventories held for sale for discontinued operations (21.0) -
Decrease/(Increase) in trade and other receivables 18 6.8 (4.5)
(Decrease)/Increase in trade and other payables 20 (33.3) 16.4
Cash (used in)/generated from operations (24.1) (14.8)
Tax Paid - 1.2
Net cash /(Used in) generated from operating activities (24.1) (13.6)
Cash flows from investing activities
Acquisition of intangible assets 10 (6.2) (8.9)
Acquisition of property, plant and equipment 11 - (17.4)
Proceeds from the sale of property, plant and equipment 11 - 0.5
Finance income received - 2.4
Net cash generated /(Used in) investing activities (6.2) (23.4)
Cash flows from financing activities
Finance expense paid - (0.3)
Lease payments (3.8) (3.6)
Net cash (used in) financing activities (3.8) (3.9)
Decrease in cash and cash equivalents (34.1) (40.8)
Cash and cash equivalents at beginning of year 46.1 87.0
Total cash (outflows)inflows in cash and cash equivalents (11.9) 46.1
*FY2024 comparatives have been restated on account of PLT being assessed as a
discontinued operation. The consolidated cash flow statement shows
consolidated discontinued transactions in each category. The total
consolidated loss for the year of £326.4m includes £63.2m from discontinued
operations.
18 Trade and other receivables
2025 2024
£ million £ million
Trade receivables 13.9 17.8
Prepayments 7.9 11.2
Accrued income 2.1 1.2
23.9 30.2
Trade receivables represent amounts due from wholesale customers and advance
payments to suppliers.
Where specific trade receivables are not considered to be at risk and
requiring a provision, the trade receivables impairment provision is
calculated using the simplified approach to the expected credit loss model,
based on the following percentages:
2025 2024
Age of trade receivable % %
60-90 days past due 1 1
91-120 days past due 5 5
Over 121 days past due 90 90
During the financial year, the group launched its Buy Now Pay Later service
called DebenhamsPayPlus Limited. The gross value of debtors and estimated
IFRS 9 expected credit loss provision associated with this new line of
business is immaterial at year end.
The provision for impairment of receivables is charged to administrative
expenses in the statement of comprehensive income. The maturing profile of
unsecured trade receivables and the provisions for impairment are as follows:
2025 2024
£ million £ million
Due within 30 days 9.8 16.7
Provision for impairment (0.6) (1.6)
Due in 31 to 90 days 6.4 4.6
Provision for impairment (1.7) (1.9)
Past due 1.6 1.5
Provision for impairment (1.6) (1.5)
Total amounts due and past due 17.8 22.8
Total provision for impairment (3.9) (5.0)
13.9 17.8
19 Cash and cash equivalents
2025 2024
£ million £ million
At start of year 230.0 330.9
Net movement during year (183.4) (97.1)
Effect of exchange rates (1.9) (3.8)
At end of year 44.7 230.0
There is no material credit risk associated with the cash at bank due to the
healthy credit ratings of the banks of A and higher.
20 Trade and other payables
2025 2024
£ million £ million
Trade payables 79.8 114.3
Other creditors 35.3 28.8
Accruals 83.5 110.0
Deferred income 11.1 11.6
Taxes and social security payable 16.9 29.9
226.6 294.6
Trade payables include £nil (2024: £7.6 million) that suppliers have chosen
to early-fund under supplier financing arrangements.
21 Provisions
Dilapidations Returns Claims Total
£ million £ million £ million £ million
Provision at 29 February 2024 9.5 25.1 1.8 36.4
Movements in provision charged/(credited) to income statement:
Prior year provision utilised/released - (25.1) (0.6) (25.7)
Increase in provision in current year 1.8 18.6 1.6 22.0
Exchange differences (0.1) - - (0.1)
Provision at 28 February 2025 11.2 18.6 2.8 32.6
£ million £ million £ million £ million
Current provisions 0.1 18.6 2.8 21.5
Non-current provisions 11.1 - - 11.1
Total 11.2 18.6 2.8 32.6
The dilapidation provision represents the estimated exit cost of leased
premises and is expected to unwind in more than ten years. Returns provision
represents the revenue reduction of estimated customer returns, which occur
over the two-to-three months after the date of sale. The claims provision
represents the estimate of claims against the group that are expected to
settle in the period within nine-to-twelve months after the year end.
22 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the group's
interest-bearing loans and borrowings, which are measured at amortised cost.
Terms and debt repayment schedule
Nominal
interest Year of 2025 2024
Currency rate maturity £ million £ million
Term loan GB£ SONIA CIA 2025 - -
Revolving credit facility (RCF) GB£ SONIA CIA 2026 125.0 -
Revolving credit facility (RCF) GB£ SONIA CIA 2025 - 75.0
Revolving credit facility (RCF) GB£ SONIA CIA 2026 - 225.0
125.0 325.0
The RCF is unsecured against the company's assets and includes financial
covenants relating to interest cover and adjusted leverage.
On 18 October 2024 the Group agreed a new £222m debt facility (the
"Facility") with a consortium of its existing relationship banking group.
The Facility comprises of a £125m RCF that runs to October 2026 and a £97m
term loan that is repayable in August 2025. The £97m term loan was repaid in
full by 28 February 2025. The cost of the facilities is compounded SONIA
plus a margin of around 400bps. Transaction costs of £2.1m were deducted
from the Revolving Credit Facility (RCF) in accordance with IFRS9. The costs
have been recognised in the statement of comprehensive income as a finance
cost as the RCF is unwound under the effective interest method. Transaction
costs for the loan crystallised in the period through statement of
comprehensive income given full repayment of the finance package.
Movement in interest-bearing loans and borrowings:
2025 2024
£ million £ million
Opening balance 325.0 325.0
Repayment of RCF (103.0)
Repayment of term loan (97.0) -
Drawdown of RCF 35.0
Repayment of RCF drawdown (35.0)
Interest Accrued 19.1 18.3
Interest Paid (19.1) (18.3)
Transaction costs (2.1)
Closing balance 122.9 325.0
(Decrease) / increase in borrowing (202.1) 325.0
Reconciliation of movements in cash flows from financing activities to
movements in liabilities:
Balance 29 February 2024 Cash flow from financing activities Additions, disposals and exchange differences Statement of comprehensive income Movement in retained earnings and other reserves Balance at 28 February 2025
£ million £ million £ million £ million £ million £ million
Equity 279.7 38.1 - (326.4) 12.5 3.9
Leases 121.9 (13.7) 13.7 (1.7) - 120.2
Bank borrowings 325.0 (227.3) - 25.2 - 122.9
726.6 (202.9) 13.7 (302.9) 12.5 247.0
Reconciliation of net debt:
2025 2024
£ million £ million
Cash and cash equivalents 44.7 230.0
Interest bearing loans and borrowings (122.9) (325.0)
Net (debt) / cash and cash equivalents (78.2) (95.0)
23 Lease liabilities
Minimum lease payments due Within 1 year 1-2 years 2-5 years 5-10 years More than 10 years Total
£ million £ million £ million £ million £ million £ million
28 February 2025
Lease payments 13.9 14.0 36.8 56.3 16.5 137.5
Finance charges (3.0) (2.6) (6.1) (4.6) (1.0) (17.3)
Net present value 10.9 11.4 30.7 51.7 15.5 120.2
2025 2024
£ million £ million
Current lease liability 10.9 9.5
Non-current lease liability 109.3 112.4
Total 120.2 121.9
Movement in lease liabilities:
2025 2024
£ million £ million
Opening balance 121.9 138.6
Interest accrued 3.3 2.9
Cash flow lease payments (13.7) (16.9)
Additions 4.9 3.8
Lease modifications 6.4 -
Disposals - (0.1)
Exchange differences (2.6) (6.4)
Closing balance 120.2 121.9
24 Share capital
2025 2024
£ million £ million
1,397,295,661 authorised and fully paid ordinary shares of 1p each 14.0 12.7
(2024: 1,268,865,215)
Ordinary Share Capital Share Premium
2025 2024 2025 2024
£'m £'m £'m £'m
Opening Shares 12.7 12.7 Opening Shares 898.1 916.8
Shares Issued 1.3 - Issue of SIP share to scheme from EBT (41.6) (18.8)
Total Share Capital 14.0 12.7 Issue of new shares to NEDs 0.1 0.1
Placing 36.8 -
Total Share Premium 893.4 898.1
On 14 November 2024, the company issued 126,908,442 new fully paid 1p ordinary
shares, and raised gross proceeds of approximately £39.3 million through an
equity fundraising, comprising a firm placing, direct subscriptions, and a
retail offer at 31 pence per share. The residual proceeds of 36,8million went
to share premium. The firm placing and subscriptions raised £38.9 million,
while the retail offer secured £0.4m.
During the year, a total of 16.2 million shares were issued under the share
incentive plans in conjunction with EBT (2024:7.0 million). On 3 February
2025, 275,864 (2024: 206,309) new ordinary shares were issued to
non-executive directors as part of their annual remuneration.
The directors do not recommend the payment of a dividend so that cash is
retained in the group for capital expenditure projects that are required for
the rapid growth and efficiency improvements of the business and for suitable
business acquisitions (2024: £nil).
25 Shares to be issued
2025 2024
£ million £ million
- -
The shares to be issued represented the fair value of the contingent shares to
be issued to the non-controlling interests of PrettyLittleThing.com Limited,
in accordance with the acquisition agreement entered into and announced on 28
May 2020. Under this agreement, 16,112,331 Ordinary Shares in boohoo group plc
were to be issued subject to the group's share price averaging 491 pence per
share over a six-month period, up until a longstop date of 14 March 2024. If
this was not met, the consideration was to lapse.
As at 29 February 2024 the issuing condition had not been met and could not
have been met before the longstop date of 14 March 2024. As a result, the
shares to be issued were derecognised as at 28 February 2024 and recycled
through Other reserves (note 26) alongside the reserves created upon
acquisition of the non-controlling interest in PrettyLittleThing.com Limited.
26 Other reserves
2025 2024
£ million £ million
Translation reserve (2.3) (0.8)
Capital redemption reserve 0.1 0.1
Reconstruction reserve (515.3) (515.3)
Acquisition of non-controlling interest in PrettyLittleThing.com Limited (249.4) (249.4)
Revaluation gains on transition of investment to associate 10.2 10.2
Proceeds from issue of growth shares in boohoo holdings Limited 0.8 0.8
(755.9) (754.4)
The translation reserve arises from the movement in the revaluation of
subsidiary balance sheets in foreign currencies; the capital redemption
reserve arose from a capital reconstruction in 2014; the reconstruction
reserve arose on the impairment of the carrying value of the subsidiary
company in 2014 at that date; the acquisition of the non-controlling interest
in PrettyLittleThing is the excess of consideration paid over the carrying
value of the non-controlling interest as at the date of acquisition in May
2020 adjusted during the prior year for the cancellation of the shares to be
issued (note 25); and the revaluation gain on transition of investment to
associate arose in July 2023 when significant influence was determined to have
been obtained over Revolution Beauty Group plc, with the equity accounting
requirements of IAS 28 being applied from this date.
27 Related party disclosures
Related party Company transacting with the related party Nature of relationship 2025 2024
£ million £ million
Amounts included in the statement of financial position
Inventories
Revolution Beauty Group plc boohoo.com UK Limited Associate 0.1 0.1
Revolution Beauty Group plc PrettyLittleThing.com Limited Associate 0.1 0.1
Rental income
Revolution Beauty Group plc Boohoo.co. UK Limited Associate 0.8 -
Lease liabilities
Kamani Commercial Property Limited boohoo.com UK Limited Common directors and shareholders - -
Kamani Commercial Property Limited PrettyLittleThing.com Limited Common directors and shareholders 0.2 0.3
Amounts included in the statement of comprehensive income
Cost of sales
Revolution Beauty Group plc boohoo.com UK Limited Associate 0.1 0.3
Revolution Beauty Group plc PrettyLittleThing.com Limited Associate 0.2 0.5
Administrative expenses
The Pinstripe Property Investment Co. Limited PrettyLittleThing.com Limited Common directors and shareholders 0.1 -
Pinstripe Hong Kong Limited boohoo.com UK Limited Common directors and shareholders 0.1 0.1
UMK Investments PrettyLittleThing.com Limited Close member of Common directors and shareholders 0.5
Depreciation - right-of-use assets
Kamani Commercial Property Limited boohoo.com UK Limited Common directors and shareholders 0.8 0.8
Kamani Commercial Property Limited PrettyLittleThing.com Limited Common directors and shareholders 0.1 0.2
Kamani Commercial Property Limited has been the lessor of boohoo's and
PrettyLittleThing's head office buildings in Manchester since the IPO in 2014.
During the financial year, REVB occupied a floor in Great Pulteney Street in
Soho. This was rented from Boohoo.com UK Limited and the income is reflected
above.
Related party transactions are conducted on arm's length commercial terms.
28 Financial instruments
(a) Fair values of financial instruments
Trade and other receivables
The fair value of trade and other receivables is estimated as the present
value of future cash flows, discounted at the market rate of interest at the
reporting date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value
of future cash flows, discounted at the market rate of interest at the
reporting date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying
amount where the cash is repayable on demand. Where it is not repayable on
demand, then the fair value is estimated at the present value of future cash
flows, discounted at the market rate of interest at the reporting date.
Interest-bearing borrowings
Fair value is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the
reporting date.
Cash flow hedges
Fair value is calculated using forward interest rate points to restate the
hedge to fair market value.
Foreign exchange rates
The key currency exchange rates used in the financial statements are:
2025 2024
USD closing rate 1.2574 1.26326
USD year average rate 1.2775 1.25200
EUR closing rate 1.2115 1.16895
EUR year average rate 1.2034 1.15514
AUD closing rate 2.0259 1.94262
AUD year average rate 1.9965 1.90028
The impact of any reasonable fluctuations in the exchange rates used to
translate assets and liabilities at the year-end is not considered to be
material and has, therefore, not been disclosed.
Investments in equity instruments
The investments in equity instruments are classed as Level 3 investments under
the fair value hierarchy and are financial instruments that are difficult to
value because they do not have an active market. The fair value considerations
of these investments are, typically, highly judgemental and are valued using
models and assumptions based on inputs that are not readily observable. The
fair value of these non-listed equity investments has been estimated using a
discounted cash flow model and recent funding rounds. Where insufficient, more
recent, information is available to measure fair value, or if there is a wide
range of possible fair value measurements, then cost is used as the best
estimate of fair value if it falls within that range. Investments in equity
instruments are held at fair value through other comprehensive income and this
election was made at initial recognition.
The following table presents the changes in Level 3 investments:
2025 2024
£ million £ million
At the beginning of the year 0.3 15.3
Addition of financial assets at fair value through other comprehensive income - 1.3
Gains recognised through other comprehensive income - 10.2
Disposal of financial assets at fair value through other comprehensive income - -
Transfers into/(out of) Level 3 investments - (26.5)
At the end of the year 0.3 0.3
The following table summarises the Level 3 investments held:
2025 2024
£ million £ million
8.51% investment in PrimaTrade Systems Limited (2024: 8.51%) 0.3 0.3
0.3 0.3
Fair values
2025 2024
£ million £ million
Financial assets
At amortised cost:
Cash and cash equivalents 44.6 230.0
Trade receivables 13.9 17.8
Accrued income 2.1 1.2
At fair value through profit or loss:
Cash flow hedges 1.8 0.6
At fair value through other comprehensive income:
Cash flow hedges 0.1 2.7
Equity investments 0.3 0.3
62.8 252.6
2025 2024
£ million £ million
Financial liabilities
At amortised cost:
Trade payables 79.8 114.3
Other creditors 11.1 28.8
Accruals 83.5 110.0
Provisions 32.0 36.4
Interest-bearing loans and borrowings 122.9 325.0
Lease liabilities 120.2 121.9
At fair value through profit or loss:
Cash flow hedges - 1.0
At fair value through other comprehensive income:
Cash flow hedges - -
449.5 737.4
The fair value of financial assets and liabilities is not materially different
from the carrying value.
Fair value hierarchy
Financial instruments carried at fair value are required to be measured by
reference to the following levels under IFRS 13 "Fair Value Measurement":
Hierarchy level Inputs Financial instruments Valuation methodology
Level 1 Quoted prices in active markets for identical assets or liabilities Investments in equity instruments at fair value through other comprehensive Quoted prices in active markets for identical assets or liabilities
income
Level 2 Inputs other than quoted prices included within Level 1 that are observable Derivative financial instruments - cash flow hedges Valuation techniques include forward pricing and swap models using net present
for the asset or liability, either directly (i.e. as prices) or value calculation of future cash flows. The model inputs include the foreign
exchange spot and forward rates, yield curves of the respective currencies,
indirectly (i.e. derived from prices) currency basis spreads between the respective currencies and interest rate
curves.
Level 3 Inputs for the asset or liability that are not based on observable market data Investments in equity instruments at fair value through other comprehensive The fair value of these equity investments has been estimated using a
income discounted cash flow model and recent funding rounds. Where insufficient, more
recent, information is available to measure fair value, or if there is a wide
range of possible fair value measurements, then cost is used as the best
estimate of fair value if it falls within that range.
(b) Credit risk
Financial risk management
Credit risk is the risk of financial loss to the group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises, principally, from the group's receivables from
customers and hedging and other financial activities.
The group has no significant concentration of credit risk, as exposure is
spread over a large number of counterparties and customers. The group faces
minimal credit risk from trade receivables as customers pay for their orders
in full at the time of purchase and third-party sales are to a small number of
large established corporations with which the group has long-standing
relationships. The risk of default from related party undertakings is
considered low.
(c) Liquidity risk
Financial risk management
Liquidity risk is the risk that the group will not be able to meet its
financial obligations as they fall due.
The group manages its exposure to liquidity risk by continuously monitoring
short-term and long-term forecasts and actual cash flows and ensuring it has
the necessary banking and reserve borrowing facilities available to meet the
requirements of the business. The maturity profile of the group's borrowings
is included in note 22, of the group's lease liabilities is included in note
23, and of derivative liabilities included within the foreign currency risk
section of this note.
(d) Capital risk
Financial risk management
Capital risk is the risk that the group will not be able to continue as a
going concern. The group's approach to managing capital risk is to safeguard
the group's ability to continue as a going concern by securing an appropriate
mix of debt and equity funding, a strong credit rating and sufficient
headroom. The capital structure is regularly reviewed to ensure it is
appropriate to the group's strategic objectives. The funding requirements of
the group are ascertained by regular cash flow forecasts and projections. At
28 February 2025, the group had capital of £(91.3) million (2024: £184.7
million), comprising equity of £3.7 million (2024: £279.7 million) and net
debt of £78.2 million (2024 net debt: £95.0 million).
(e) Foreign currency risk
Financial risk management
The group trades internationally and is exposed to exchange rate risk on
purchases and sales, primarily in Australian dollars, euros and US dollars.
The group's results are presented in sterling and are exposed to exchange rate
risk on translation of foreign currency assets and liabilities. The group's
approach to managing foreign currency risk is to use financial instruments in
the form of forward foreign exchange contracts to hedge net foreign currency
cash flows where necessary. These forward foreign exchange contracts are
classified as Level 2 derivative financial instruments under IFRS 13 'Fair
Value Measurement'.
The fair value of forward foreign exchange contracts recognised in the
statement of financial position within financial assets at 28 February 2025
was £1.9 million (2024: £3.3 million) and within financial liabilities was
£nil million (2024: £1.0 million). The non-current element of the financial
assets is £nil (2024: £nil) and of financial liabilities is £nil (2024:
£nil). Cash flows related to these contracts will occur during the one year
to 28 February 2026.
Hedge effectiveness is determined at inception of the hedge relationship and
through periodic prospective effectiveness assessments to ensure that the
economic relationship, as per the group's hedging policy, exists between the
hedged item and hedging instrument. The derivatives have been fair valued at
28 February 2025 with reference to forward exchange rates and option pricing
models that are quoted in an active market, with the resulting value
discounted back to present value. Hedge ineffectiveness may occur due to:
· Fluctuation in volume of hedged item caused due to operational
changes
· Index basis risk of hedged item vs hedging instrument
· Credit risk as a result of deterioration of credit profile of the
counterparties
Hedge ineffectiveness in relation to designated hedges was negligible during
the year ended 28 February 2025 and year ended 29 February 2024.
The total amount recognised in other comprehensive income during the year is a
loss of £0.2 million (2024: £7.4 million) and the amount reclassified from
other comprehensive income to profit and loss in revenue during the year is a
loss of £2.4 million (2024: £2.4 million).
Maturity of forward currency hedging instruments - notional amount £ million
Currency 1-6 7-12 13-18 months 19-24 months More than 2 years Total
months months
USD 2.0 - - - - 2.0
2.0 - - - - 2.0
Average rate of forward currency hedging instruments - GBP: currency
Currency 1-6 7-12 13-18 months 19-24 months More than 2 years Average
months months
USD 1.2490 - - - - 1.2490
29 Share-based payments
Summary of movements in awards
Number of shares ESOP LTIP SIP SAYE Total Weighted average exercise price
Outstanding at 28 February 2023 39,205,229 28,960,018 13,329,449 30,718,327 112,213,023 74.70
Granted during the year 24,230,928 - - 13,013,491 37,244,419 9.39
Lapsed during the year (8,012,338) (5,829,973) (1,997,306) (16,730,237) (32,569,854) 61.48
Exercised during the year (4,128,452) (169,852) (2,498,679) (110,822) (6,907,805) 1.20
Outstanding at 29 February 2024 51,295,367 22,960,193 8,833,464 26,890,759 109,979,783 61.53
Exercisable at 29 February 2024 18,135,521 1,559,361 989,294 23,953 20,708,129 162.58
Granted during the year 35,916,731 - - 5,548,354 41,465,085 4.42
Lapsed during the year (14,898,946) (6,221,439) (954,427) (11,737,561) (33,812,373) 42.89
Exercised during the year (10,580,505) (1,139,644) (4,362,377) (337,282) (16,419,808) 1.09
Outstanding at 28 February 2025 61,732,647 15,599,110 3,516,660 20,364,270 101,212,687 58.36
Exercisable at 28 February 2025 22,839,579 419,717 3,516,660 119,461 26,895,417 175.10
The weighted average share price at date of exercise of shares exercised
during the year was 43.46 pence (2024: 32.1 pence). The weighted average
remaining of contractual life of outstanding options at the end of the year
was 7.2 years (2024: 6.4 years).
The group recognised a total expense of £16.6 million during the year (2024:
£17.5 million) relating to equity-settled share-based payment transactions.
Employee Stock Ownership Plan ("ESOP")
The 2014 ESOP allows the grant of options to selected employees and executive
directors of the group, based on a predetermined aggregate EBITDA target for
the three financial years 2015 to 2017. The 2015 ESOP allows the grant of
options to selected employees and executive directors of the group. Except for
Neil Catto (former CFO), there are no performance criteria. Neil Catto's
options are subject to achieving performance criteria based on a predetermined
aggregate EBITDA target and a measure of Total Shareholder Return for the four
financial years 2016 to 2020. The 2016 to 2024 ESOPs allow the grant of
options to selected employees of the group, without any performance criteria.
Options may be granted by either the board or the trustees of the Employee
Benefit Trust.
Date of grant 29 February 2024 Granted during the year Lapsed Exercised during the year 28 February 2025 Exercise price Exercise period
no. of shares no. of shares during the year no. of shares no. of shares pence
no. of shares
14/03/14 421,660 - (279,400) (142,260) - 50.00 14/03/17-14/03/24
22/05/15 166,496 - (40,000) (76,496) 50,000 25.75 22/05/18-22/05/25
09/06/16 210,642 - (22,500) - 188,142 57.75 09/06/19-09/06/26
13/06/17 731,933 - (77,500) - 654,433 244.50 13/06/20-13/06/27
28/06/18 2,322,985 - (158,740) - 2,164,245 201.95 28/06/21-28/06/28
30/04/19 24,278 - (14,984) - 9,294 266.95 30/04/22-30/04/29
23/07/19 4,525,939 - (977,500) - 3,548,439 219.65 23/07/22-23/07/29
03/11/20 6,859,584 - (1,507,084) - 5,352,500 272.95 03/11/23-03/11/30
13/07/21 8,453,958 - (1,361,458) - 7,092,500 289.45 13/07/24-13/07/31
17/05/22 2,872,004 - (292,778) (1,125,457) 1,453,769 1.00 17/05/23-17/05/32
01/07/22 4,159,223 - (169,945) - 3,989,278 1.00 01/07/25-01/07/32
17/05/23 4,278,329 - (116,668) (1,835,404) 2,326,257 1.00 17/05/24-17/05/33
28/06/23 16,268,336 - (2,941,786) (3,169,264) 10,157,286 1.00 28/06/26-28/06/33
17/05/24 - 15,561,753 (6,538,603) (4,131,624) 4,891,526 1.00 17/05/24-17/05/34
25/11/24 - 13,061,874 (400,000) (100,000) 12,561,874 31.00 25/11/24-25/11/34
03/02/25 - 3,793,104 - - 3,793,104 1.00 03/02/25-03/02/35
19/02/25 - 3,500,000 - - 3,500,000 1.00 19/02/25-19/02/35
51,295,367 35,916,731 (14,898,946) (10,580,505) 61,732,647
The ESOP options were valued using the Black-Scholes model. The inputs into
the model were as follows:
Grant date 14/03/14 22/05/15 09/06/16 13/06/17 28/06/18 30/04/19 23/07/19
Share price at grant date 50.00 25.75 57.75 244.50 201.95 245.70 219.65
Exercise price 50.00 25.75 57.75 244.50 201.95 266.95 219.65
Number of employees - 3 11 33 79 2 138
Shares under option - 50,000 188,142 654,433 2,164,245 9,294 3,548,439
Vesting period (years) 3 3 3 3 3 3 3
Expected volatility 33.33% 36.33% 36.75% 40.85% 44.17% 43.14% 41.85%
Option life (years) 10 10 10 10 10 10 10
Expected life (years) 3.00 3.00 3.00 3.50 3.50 3.50 3.50
Risk-free rate 0.976% 0.966% 0.523% 0.192% 0.723% 0.787% 0.434%
Expected dividends expressed as a dividend yield 0% 0% 0% 0% 0% 0% 0%
Possibility of ceasing employment before vesting 26% 16% 30% 33% 38% 19% 43%
Expectations of meeting performance criteria 78% 100% 100% 100% 100% 85% 100%
Fair value per option (pence) 11.93 6.64 14.76 73.35 66.47 72.39 68.06
Grant date 03/11/20 13/07/21 17/05/22 01/07/22 17/05/23 28/06/23
Share price at grant date 272.95 289.45 79.66 54.92 41.05 34.57
Exercise price 272.95 289.45 1.00 1.00 1.00 1.00
Number of employees 187 250 283 133 51 33
Shares under option 5,352,500 7,092,500 1,453,769 3,989,278 2,326,257 10,157,286
Vesting period (years) 3 3 1 3 1 3
Expected volatility 36.56% 36.56% 64.98% 69.99% 72.42% 69.20%
Option life (years) 10 10 10 10 10 10
Expected life (years) 3.50 3.50 1.50 3.50 1.50 3.50
Risk-free rate 0.075% 0.175% 1.456% 1.653% 3.804% 4.925%
Expected dividends expressed as a dividend yield 0% 0% 0% 0% 0% 0.0%
Possibility of ceasing employment before vesting 53% 56% 10% 48% 28% 28%
Expectations of meeting performance criteria 100% 100% 100% 100% 100% 100%
Fair value per option (pence) 73.31 78.11 78.68 53.98 40.11 33.73
Grant date 17/05/24 25/11/24 03/02/25 19/02/25
Share price at grant date 36.22 0.00 0.00 0.00
Exercise price 1.00 0.00 0.00 0.00
Number of employees 151 103 1 1
Shares under option 4,891,5266 12,561,874 - -
Vesting period (years) 1 1 0.75 0.75
Expected volatility 43% 42% 40% 39%
Option life (years) 10 10 10 10
Expected life (years) 1.50 1.50 0.1 0.1
Risk-free rate 4% 4% 4% 4%
Expected dividends expressed as a dividend yield 0% 0% 0% 0.0%
Possibility of ceasing employment before vesting 29% 30% 0% 0%
Expectations of meeting performance criteria 100% 100% 100% 100%
Fair value per option (pence) 35.28 32.78 28.06 28.06
Expected volatility was found using a historical volatility calculator with
reference to the share price of competitors over a three-year period for grant
dates up to 2016 and from the company's share price volatility from 2017.
Long-Term Incentive Plan ("LTIP")
LTIPs allow the grant of options to executive directors and senior management
of the group, based on a predetermined aggregate Earnings per Share and Total
Shareholder Return targets for three financial years. Options may be granted
by either the board or the trustees of the Employee Benefit Trust. The vesting
conditions are disclosed in the Directors Remuneration Report.
Date of grant 28 February 2023 Granted during the year Lapsed Exercised during the year 28 February 2025 Exercise price Exercise period
no. of shares no. of shares during the year no. of shares no. of shares pence
no. of shares
30/06/16 404,822 - - (404,822) - 1.00 30/06/19-30/06/26
13/06/17 159,783 - - (159,783) - 1.00 13/06/20-13/06/27
28/06/18 324.285 - - (176,341) 147,944 1.00 28/06/21-28/06/28
03/10/18 94,267 - - (48,222) 46,045 1.00 03/10/21-03/10/28
30/04/19 576,204 - - (350,476) 225,728 1.00 30/04/22-30/04/29
13/07/21 1,529,293 - (1,529,293) - - 1.00 13/07/24-13/07/31
01/03/22 890,337 - - - 890,337 1.00 01/03/25-01/03/32
01/07/22 18,981,202 - (4,692,146) - 14,289,056 1.00 01/07/25-01/07/32
22,960,193 - (6,221,439) (1,139,644) 15,599,110
The LTIP options were valued using the Black-Scholes model. The inputs into
the model were as follows:
Grant date 28/06/18 03/10/18 30/04/19 01/03/22 01/07/22
Share price at grant date 201.95 239.00 245.70 89.44 54.92
Exercise price 1.00 1.00 1.00 1.00 1.00
Number of employees 2 1 4 2 35
Shares under option 147,944 46,045 225,728 890,337 14,289,056
Vesting period (years) 3 3 3 1.5 1.5
Expected volatility 44.17% 43.37% 43.14% 54.08% 69.99%
Option life (years) 10 10 10 10 10
Expected life (years) 3.50 3.50 3.50 1.80 3.50
Risk-free rate 0.723% 0.869% 0.787% 0.746% 1.653%
Expected dividends expressed as a dividend yield 0% 0% 0% 0% 0%
Possibility of ceasing employment before vesting 29% 27% 28% 0% 39%
Expectations of meeting performance criteria 75% 75% 85% 100% 50%
Fair value per option (pence) 200.97 238.03 244.73 88.45 53.98
Expected volatility was found using a historical volatility calculator with
reference to the share price of competitors over a three-year period for grant
dates up to 2016 and from the company's share price volatility from 2017.
Share Incentive Plan ("SIP")
Under the terms of the SIP, the board or the trustees of the Employee Benefit
Trust grant free shares to every employee under an HMRC-approved SIP. Awards
must be held in trust for a period of at least three years after grant date
and become exercisable at this date. There are no performance criteria.
Date of grant 29 February 2024 Granted Lapsed Exercised during 28 February 2025 Exercise price Exercise period
no. of shares during during the year no. of shares pence
the year the year no. of shares
no. of shares no. of shares
14/03/14 62,875 - (52,875) (10,000) - nil 14/03/17-14/03/24
19/06/15 128,783 - - (34,851) 93,932 nil 19/06/18-19/06/25
27/09/18 298,998 - - (151,206) 147,792 nil 27/09/21-27/09/28
25/07/19 498,638 - - (267,499) 231,139 nil 25/07/22-25/07/29
18/02/21 1,026,506 - (7,792) (559,894) 458,820 nil 18/02/24-18/02/31
13/01/22 6,817,664 - (893,760) (3,338,927) 2,584,977 nil 13/01/25-13/01/32
8,833,464 - (954,427) (4,362,377) 3,516,660
The SIP options were valued using the Black-Scholes model. The inputs into the
model were as follows:
Grant date 14/03/14 19/06/15 27/09/18 25/07/19 18/02/21 13/01/22
Share price at grant date 50.00 28.00 213.10 226.00 369.40 111.55
Exercise price 0.00 0.00 0.00 0.00 0.00 0.00
Number of employees 9 27 159 262 472 852
Shares under option - 93,982 147,792 231,139 458,820, 2,584,977
Vesting period (years) 3 3 3 3 3 3
Expected volatility 33.33% 35.89% 42.75% 41.77% 36.56% 36.56%
Option life (years) 10 10 10 10 10 10
Expected life (years) 3.00 3.00 3.50 3.50 3.50 3.50
Risk-free rate 0.976% 0.979% 0.883% 0.462% 0.004% 0.896%
Expected dividends expressed as a dividend yield 0% 0% 0% 0% 0% 0%
Possibility of ceasing employment before vesting 44% 31% 40% 38% 50% 50%
Expectations of meeting performance criteria 100% 100% 100% 100% 100% 100%
Fair value per option (pence) 50.00 28.00 213.10 226.00 369.40 111.55
Expected volatility was found using a historical volatility calculator with
reference to the share price of competitors over a three-year period up to
2016 and from the company's share price volatility from 2017.
Save As You Earn (SAYE) scheme
Under the terms of the SAYE scheme, the board or the trustees of the Employee
Benefit Trust grants options to purchase ordinary shares in the company to
employees who enter into an HMRC-approved SAYE scheme for a term of three
years. Options are granted at up to a 20% discount to the market price of the
shares on the day preceding the date of offer and are exercisable for a period
of six months after completion of the SAYE contract.
Date of grant 29 February 2024 Granted Lapsed Exercised during the year 28 February 2025 Exercise price Exercise period
no. of shares during the year during the year no. of shares no. of shares pence
no. of shares no. of shares
03/11/20 23,953 - (23,953) - - 268.96 03/11/23-03/05/24
01/12/21 233,285 - (113,824) - 119,461 154.58 01/12/24-01/06/25
07/11/22 15,812,640 - (6,186,316) (204,044) 9,422,280 30.00 07/11/25-07/05/26
01/12/23 10,820,881 - (5,173,096) (133,238) 5,514,547 25.00 01/12/26-01/06/27
01/12/24 - 5,548,354 (240,372) - 5,307,982 33.00 01/12/27-01/06/28
26,890,759 5,548,354 (11,737,561) (337,282) 20,364,270
The SAYE options were valued using the Black-Scholes model. The inputs into
the model were as follows:
Grant date 03/11/20 01/12/21 07/11/22 01/12/23 01/12/2024
Share price at grant date 272.95 165.20 45.20 32.01 24.00
Exercise price 268.96 154.58 30.00 25.00 33.00
Number of employees - 48 286 163 237
Shares under option - 119,461 9,422,280 5,514,547 5,307,982
Vesting period (years) 3 3 3 3 3
Expected volatility 36.56% 36.56% 78.50% 54.57% 41.60%
Option life (years) 3.50 3.50 3.50 3.50 3.50
Expected life (years) 3 3 3 3 3
Risk-free rate 0.075% 0.592% 3.275% 4.225% 3.984%
Expected dividends expressed as a dividend yield 0% 0% 0% 0% 0%
Possibility of ceasing employment before vesting 99% 97% 60% 50% 63%
Expectations of meeting performance criteria 100% 100% 100% 100% 100%
Fair value per option (pence) 69.56 46.39 28.27 15.51 5.12
Expected volatility was based on using a historical volatility calculator with
reference to the share price of competitors over a three-year period for grant
dates up to 2016 and from the company's share price volatility from 2017.
30 Capital commitments
Capital expenditure contracted for at the end of the reporting year, but not
yet incurred, is a follows.
2025 2024
£ million £ million
Property, plant and equipment of warehousing facilities 1.8 0.0
Committed costs for the Sheffield roofs works premises is £1.8m in 2026
31 Contingent liabilities
From time to time, the group can be subject to various legal proceedings and
claims that arise in the ordinary course of business, which may include cases
relating to the group's brand and trading name. All such cases brought against
the group are robustly defended and a liability is recorded only when it is
probable that the case will result in a future economic outflow and that the
outflow can be reliably measured.
32 Post balance sheet events
Completion of a new £175m financing arrangement
In August 2025, the Group announced the completion of a new 3-year facility
providing access to funding of up to £175 million.
The new facility, which extends maturity to August 2028, replaces the Group's
previous £125 million revolving credit facility originally due to mature in
October 2026. The new facility, executed by the new management team more than
12 months ahead of the original maturity date, provides significantly enhanced
financial flexibility, enabling the Group to deliver its new multi-year
Turnaround Strategy.
Assignment of Daventry Lease
On 28 March 2025, the Group entered into an agreement to assign the lease of
its warehousing facility located in Daventry. The remainder of the lease has
been assigned which was due to expire on 29 April 2041 and had a remaining
right-of-use (ROU) liability carrying value of £35.4 million. The
corresponding ROU asset was impaired in the year ending 28 February 2024 when
the site was closed.
The assignment of the lease will result a gain on disposal of approximately
£35.4 million, which will be recognised in the consolidated financial
statements for the year ending 28 February 2026.
Sale of Britannia Row
On 30 April 2025, the Group completed the sale of a property located at
Brittania Row, London, for a total cash consideration of £9.0 million. The
property had a carrying amount of £9.5 million as at 28 February 2025 and was
classified under property, plant and equipment in the statement of financial
position.
The sale will result in a loss on disposal of approximately £0.5 million,
which will be recognised in the consolidated financial statements for the year
ending 28 February 2026.
As the above events were completed after the reporting period and do not
reflect conditions that existed at the reporting date, they are considered a
non-adjusting event under IAS 10. No changes have been made to the financial
statements for the year ended 28 February 2025.
1 Adjusted EBITDA is calculated as loss before tax, interest, depreciation,
amortisation, share-based payment charges and exceptional items
2 Gross Merchandise Value
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