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REG - Boohoo Group Plc - Results for the six months ended 31 August 2025

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RNS Number : 1808J  Boohoo Group Plc  27 November 2025

27 November 2025

 

boohoo group plc

(the "Company" or the "Group" or "Debenhams Group")

 

Results for the six months ended 31 August 2025

 

The turnaround continues apace:

 

Progress on strategic transformation and disciplined execution driving a
return to profitability across all brands.

 

Highlights - H1 2026

 

The turnaround continues apace:

 

Progress on strategic transformation and disciplined execution driving a
return to profitability across all

brands.

 

The Group turnaround is well underway with the Debenhams brand continuing to
grow with H126 GMV +20% and EBITDA +50% (compared to H125) with an EBITDA
margin of c.15%.

 

Our marketplace model is at the heart of our go forward business. It is stock
lite, capital lite, margin rich and highly cash generative. This will improve
further as we continue to grow our take rate and realise the potential of our
recent AI investments across the business.

 

There are now c.20k partners in our ecosystem (up from c.10k a year ago) and
we see significant further partner growth potential. All our Group brands are
now marketplace enabled, leveraging our proprietary technology ecosystem.

 

As we approach the 5-year anniversary of the acquisition of Debenhams from
administration, it is clear that we are making good progress towards realising
this medium term £multi-billion GMV opportunity with a c.20% EBITDA margin.
We now have clear line of sight to the Debenhams brand delivering £1bn GMV
and £50m+ EBITDA within 3 years.

 

The significant multi-year transformation of our Youth Brands is underway. All
brands are now profitable on an Adjusted EBITDA basis with Boohoo, PLT and MAN
each having started their marketplaces. Our focus is on profit and cash
generation whilst revenue right sizes. These globally recognised brands have
over 46.5m social media followers. Importantly, the GMV declines have improved
quarter on quarter through the first three quarters of the financial year.

 

We have a new energised leadership team in place at Karen Millen. With a new
product strategy designed to strengthen brand identity and deliver sustained
commercial performance as it transitions to be a premium global lifestyle
destination. We see significant global license opportunities across footwear,
accessories, home and beauty.

 

32% of GMV is now generated through marketplace (19% at H125). This is
enabling significant stock holding reduction to £68m in H126 (-35% on H125
continuing operations, -50% on H125 total operations), as the stock lite model
comes into effect. Similarly, Capex has reduced to £7.5m in H126 (H125:
£14.9m, H124: £36.3m) as we transition to capital lite.

 

Consolidation of our warehousing operations is well underway and will complete
this financial year. We previously invested £125m in world class automation
at our Sheffield distribution centre (DC). This will be fully potentialised
going forward with material operational improvements delivered. Our Daventry
DC has been exited, our freehold Burnley DC is in the process of being sold
and our US DC obligations will be exited.

 

Our decisive cost elimination programme is nearing completion. We are
transforming into a lean, tech-enabled, best in class online platform
business.

 

Our ongoing fixed cost base has been reduced by c.£160m (down from £292m at
Feb-24). We expect our fixed costs to reach c.£100m in the near term.
Significant variable cost reduction has been delivered from material
operational improvements. This provides material EBITDA margin expansion
opportunity and as we return to growth, the EBITDA growth opportunity is
tremendous.

 

Adjusted EBITDA of £20.0m in H126, 5% ahead of H125 (total operations
£21.0m, 1% ahead of H125). Positive Adjusted EBIT of £1.8m
(H125:(£9.2)m). Statutory loss after tax for continuing operations
significantly reduced to £3.4m (H125: £126.7m).

 

Net debt is down to £111m (H1 25: £143m). We expect net debt / EBITDA to be
reduced by the end of the next financial year (28 February 2027) to <2x as
the Group returns to cash generation and target <1x the year after.
Disposals could bring forward this balance sheet strengthening.

 

We expect full year EBITDA to be approximately £45m, for total operations.
This is expected to grow double digits % in FY27.

 

The board considers the market valuation of the Group to be well below
intrinsic value. We will continue to engage with investors to ensure the new
Debenhams business model is fully understood and will recommence our investor
roadshows.

 

We operate as Debenhams Group. We will formally change the name of Boohoo
Group Plc to Debenhams Plc, as we previously tried, as soon as all major
shareholders agree, as we believe that is in the best interest of all
shareholders.

 

Summary H1 2026 Performance

 

                                              Group performance of continuing operations
 £ million                                    H1 26            H1 25            Change
 GMV Pre Returns((1))                         630.8            778.2            -19%
 - Youth Brands                               258.0            434.4            -41%
 - Karen Millen                               54.0             78.3             -31%
 - Debenhams brand                            318.8            265.5            +20%
 GMV Post Returns((2))                        406.9            529.7            -23%
 Revenue                                      296.9            385.4            -23%
 Gross Profit                                 157.2            206.2            -24%
 Gross margin                                 52.9%            53.5%            -60bps
 Operating costs                              (137.2)          (187.2)          -27%
 Adjusted EBITDA((3))                         20.0             19.0             +5%
  % of revenue                                6.7%             4.9%             180bps
 Adjusted EBITDA (total operations((4)))      21.0             20.8             +1%
 % of revenue                                 5.0%             3.4%             160bps
 Adjusted EBIT((5))                           1.8              (9.2)            +119.3%
  % of revenue                                0.6%             -2.4%            300bps
 Statutory Loss after tax                     (3.4)            (126.7)          -97%
 Statutory Loss after tax (total operations)  (14.7)           (138.9)          -89%
 Inventory                                    67.9             104.9            -35%
 Capex                                        (7.5)            (14.9)           -50%
 Free cash flow((6))                          (22.1)           (38.9)           -43%
 Net debt                                     (111.1)          (143.1)          -22%

 Marketplace Mix((7))                         31.6%            19.0%            1260bps

 

((1) GMV pre returns is all merchandise sold to customers after cancellations
and before returns, including VAT, carriage receipts and premier subscription
income. )

((2) GMV post returns is all merchandise sold to customers after cancellations
and after returns, including VAT, carriage receipts and premier subscription
income.)

((3) Adjusted EBITDA is calculated as loss before tax, interest, depreciation,
amortisation, share-based payment charges and exceptional items. )

((4) Total operations include both continuing and discontinued operations.)

((5) Adjusted EBIT is calculated as loss before tax, interest, amortisation of
acquired intangible assets, share-based payment charges and exceptional
items.)

((6) Free cash flow is defined as Net cash generated from activities, less
cash used for capital expenditure for the total group.)

((7) GMV pre returns generated from External Marketplace sales divided by
total Group GMV pre returns)

( )

Dan Finley, Group Chief Executive Officer, said:

 

Our turnaround is gathering real pace. We are making progress, we are moving
fast, and we are transforming the business. We have returned all our brands to
profitability and grown adjusted EBITDA. These results show that our strategy
is working.

 

We built this turnaround on three clear pillars: creating the right operating
model, supercharging Debenhams, and pivoting our other brands into fashion-led
marketplaces. We have simplified, we have focused, we are staying disciplined
in how we execute, and we know there is more to do.

 

Debenhams is leading the way. Its double-digit growth shows what is possible
across the wider Group and reinforces that the marketplace model is the right
one. Our Youth Brands and Karen Millen are following that lead, now fully
marketplace enabled and profitable, with the foundations in place for their
next phase of growth.

 

This is a multi-year journey, and we have a clear plan and the right model in
place. We are transforming into a lean, tech-enabled, best in class online
platform business. The momentum we have built in the first half sets us up
well for the remainder of FY26 and we expect Adjusted EBITDA to be ahead of
last year.

 

Investor & Analyst presentation and Q&A

An institutional investor and analyst presentation will be available on the
https://www.debenhamsgroup.com/  website here from 7:30am on 27 November
2025.

A Q&A session will be hosted at 9:00am on 27 November 2025 for
institutional investors and analysts.

 Enquiries
 Debenhams Group
 Phil Ellis, Chief Financial Officer                           Tel: +44 (0)161 233 2050

 Zeus Capital - Nominated Advisor and Joint Broker
 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

Mark Dickenson/ James Sinclair-Ford/ Shalin Bhamra

 Sodali & Co - Financial PR Adviser
 Ben Foster/ Louisa Henry                                      Tel: +44 (0)20 3984 0114

                                                               Debenhamsgroup@client.sodali.com (mailto:Debenhamsgroup@client.sodali.com)

 

 

About Debenhams Group

Debenhams Group is an online platform, for 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, Britain's online department store and
leading fashion-led marketplaces, boohoo, PLT, MAN, and Karen Millen.

 

 

Strategic update

 

Debenhams Group has embarked on a decisive, multi-year turnaround strategy
designed to restore profitability and unlock value for all shareholders. The
turnaround continues apace and is making strong progress.

There is still more to be delivered, and we are executing a clear plan. We
believe we have made strong progress against our 3 key strategic value
drivers:

1.    Creating the right operating model

·    Our ongoing fixed cost base has been reduced by c.£160m (down from
£292m at Feb-24).  We expect our fixed costs to reach c.£100m in the near
term.

·    Consolidation of our supply chain operations is well underway into
our world class automated Sheffield site and will be complete this financial
year, delivering c.£20m annualised cost savings.

·    Our operations have been streamlined and inventory reduced by 35%
during the period, reflecting continued progress towards a more efficient,
stock-lite, capital-lite, cost-lite operating model.

2. Supercharging the Debenhams brand

·    The Debenhams brand continues to power ahead, with GMV growing 20% to
£318.8m in H126.

·    Adjusted EBITDA at H126 is 50% ahead of last year, delivering a
strong EBITDA margin c.15%.

·    The marketplace continues to scale, with c.20k brands now in our
ecosystem (up from c.10k a year ago). Latest additions include Jessops,
Appliance World Online, Bodum and Brita.

·    We continue to grow our geographical footprint and expand
internationally with Debenhams brand marketplaces now live in Ireland,
Australia and the US.

·    In September, we have launched a number of our brands, including
Coast, Warehouse, Oasis, Nasty Gal and Karen Millen, on Macy's, Bloomingdale's
and Nordstrom online marketplace. Attracting over 350 million shoppers each
month, this marks significant penetration into the US market for the Group. A
new collaboration with Amazon Fashion in the US will bring Nasty Gal to over
250 million shoppers on the Amazon platform.

·    In October we relaunched the much-loved Designers at Debenhams. The
AW25 collection launched with Ashish, fronted by actress Kim Cattrall,
bringing wearable pieces to the high street and making runway fashion
accessible.

3. Pivot to fashion-led marketplaces

·    The significant multi-year transformation of our Youth Brands is
underway. Our marketplace model is at the heart of our go forward business.
All our Group brands are now marketplace enabled, leveraging our proprietary
technology ecosystem.

·    All our brands are now profitable at adjusted EBITDA level. Our focus
is on profit and cash generation whilst revenue right sizes. In line with our
expectations, GMV declines have significantly improved quarter on quarter
through the first three quarters of the financial year.

·    Driving marketplace-led growth remains central to the turnaround
strategy and the Group continues to accelerate its transition to a marketplace
model. This strategic shift will position the Group to deliver sustainable,
higher-margin growth through a capital-lite, stock-lite, cost-lite and cash
generative operating model.

·    We have a new energised leadership team in place at Karen Millen.
With a new product strategy designed to strengthen brand identity and deliver
sustained commercial performance as it transitions to be a premium global
lifestyle destination. We see significant global license opportunities across
footwear, accessories, home and beauty.

 

 

Update on sustainability

During the first half of the year, the Group achieved further progress against
its 2025 Environmental, Social and Governance priorities. We updated in March
on our partnership with Segura, and we're pleased to confirm strong progress,
with all suppliers now having been successfully onboarded onto the Segura
platform. This is a key step in developing a comprehensive grading of our Tier
1 factories. Our partnership with Pennies grows stronger and the roll-out so
far has enabled customers to raise over £120,000 for the British Heart
Foundation, with further expansion of this initiative planned across
additional brands.

 

Review of the business

Group overview

The turnaround continues apace. The Group continues to execute its strategic
transformation, consolidating its cost base, reducing complexity, focusing on
profitable growth and cash generation. H126 results demonstrate that the
turnaround is progressing apace.

Adjusted EBITDA increased to £20.0m (H125: £19.0m), total operations £21.0m
(H125: £20.8m). Adjusted EBITDA margin increased 180bps against last year
supported by cost out actions and the shift to marketplace. Adjusted EBIT
improved to £1.8m (H125: £(9.2)m).  Statutory losses significantly reduced
to £3.4m (H125: £126.7m).

 

GMV Pre Returns for continuing operations was £630.8m, down 19% year on year,
largely due to the reduction in Youth Brand sales. The significant
transformation within the Youth Brands is underway, with focus on profit and
cash generation.  All brands are now profitable. Importantly, GMV declines
have significantly improved quarter on quarter through the first three
quarters of the financial year.

 

The Debenhams brand continues to power ahead, with GMV growing 20% to £318.8m
in H126. Adjusted EBITDA at H126 is 50% ahead of last year, delivering a
strong EBITDA margin c.15%.

Revenue was £296.9m, down 23%, consistent with the increasing mix of
marketplace activity where only commission income is recognised.

Gross margin remained broadly stable at 52.9%, reflecting the shift in sales
mix toward marketplace. Operating costs were reduced by 27%, highlighting the
success of the Group's ongoing cost-reduction programme.

Exceptional costs before tax were £15.3m in H126 in comparison to £(101.5)m
in H125. In H126 Exceptional costs for continuing operations consisted of:

·    £34.3m Lease-write back right of use assets relating to the lease
reassignment of Daventry distribution centre;

·    £(13.6)m costs in relation to restructuring and dual operating costs
relating to the consolidation of our distribution centres and the closure of
our Burnley distribution centre;

·    £(3.1)m restructuring costs;

·    £(1.0)m costs relating to the consolidation of properties;

·    £(1.0)m technology platform dual running costs relating to the cost
of migrating brands to our proprietary marketplace technology platform; and

·    £(0.3)m professional fees.

Further information in relation to Exceptional costs can be found in Note 1.

Group remains focused on driving efficiency and cash generation, with clear
progress made on cost optimisation, improved working capital management, and
the continued pivot to its marketplace model.

Cash and Working Capital Management

The Group delivered strong progress in working capital management during H126,
reflecting the continued focus on cash generation, operational discipline, and
a stock-lite, capital-lite model.

Operating cash outflow was £14.7m (H125: £24.0m outflow), driven by lower
trading volumes offset by a material reduction in costs and inventory. 32% of
GMV is now generated through marketplace (19% LY). This is enabling
significant stock holding reduction to £68m in H126 (-35% on H125 continuing
operations, -50% on H125 total operations), as the stock lite model comes into
effect.

Similarly, capex has reduced to £7.5m in H126 (H125: £14.9m, H124: £36.3m)
as we transition to capital lite. Free cash outflow after tax improved to
£12.6m (H125: £38.9m outflow), reflecting the lower capex and efficiency
gains.

Net debt improved to £111.1m (H125: £143.1m). In August 2025, the Group
announced the completion of a new 3-year facility providing access to funding
of up to £175 million, which extends maturity to August 2028. This
replaces the Group's previous £125 million revolving credit facility
originally due to mature in October 2026. As a result of the decisive actions
taken by the new management team Interest bearing loans and borrowings
decreased from £275.0m as at H125 to £141.4 as at H126, a 48.6% reduction.

Performance by market

Debenhams
Debenhams continues to provide the blueprint for the wider Group's
transformation, delivering 20% GMV growth to £318.8m (H125: £265.5m).
Acceleration of the marketplace proposition, supported by growth in its Beauty
channel continue to propel the Debenhams GMV growth.

Profitability is strong, Adjusted EBITDA +50% ahead of last year, delivering a
strong EBITDA margin of c.15%.

Youth Brands
Youth Brands GMV decreased 41% to £258.0m (H125: £434.4m), reflecting the
rationalisation of unprofitable lines, unprofitable customers and continued
softness in the youth fashion segment. These globally recognised brands have
over 46.5m social media followers. The focus remains on sustainable,
profitable growth and cash generation, leveraging the Group's proprietary
marketplace technology platform.

All brands are now profitable, on an Adjusted EBITDA basis. Importantly, GMV
declines have significantly improved quarter on quarter through the first
three quarters of the financial year.

PLT remains as an asset held for sale. The board believes a strategic sale is
an opportunity to maximise shareholder value.

Karen Millen

Karen Millen GMV declined 31% to £54.0m (H125: £78.0m). The brand continues
to deliver strong H1 26 margin performance through disciplined inventory
management and selective investment in licensing and third-party partnerships,
which support a capital-lite growth model. The brand continues to be
profitable, on an Adjusted EBITDA basis.

Importantly, GMV declines have significantly improved quarter on quarter
through the first three quarters of the financial year.

New leadership team in place at Karen Millen as it transitions to premium
global lifestyle destination.

 

 

 

FINANCIAL REVIEW

 

Consolidated summary income statement for continuing operations

 

                                                                   6 months to  6 months to  Change

                                                                   31 August    31 August    HY26

                                                                   2025         2024         on HY25
                                                                   £ million    £ million
 GMV Pre Returns                                                   630.8        778.2        (19%)

 Revenue                                                           296.9        385.4        (23%)
 Cost of sales                                                     (139.7)      (179.2)      (22%)
 Gross profit for continuing operations                            157.2        206.2        (24%)
 Gross margin %                                                    52.9%        53.5%        (60bps)

 Operating costs                                                   (137.5)      (187.9)      (27%)
 Other income                                                      0.3          0.7
 Adjusted EBITDA for continuing operations                         20.0         19.0         5%
 Adjusted EBITDA margin %                                          6.7%         4.9%         180bps

 Depreciation                                                      (9.6)        (16.3)
 Amortisation of other intangible assets                           (8.6)        (11.9)
 Adjusted EBIT for continuing operations                           1.8          (9.2)        (20%)

 Adjusting items:
 Amortisation of acquired intangible assets                        (3.3)        (3.4)
 Equity-settled share-based payments charges                       (7.2)        (6.3)
 Exceptional items and impairments                                 15.3         (101.5)
 Operating profit / (loss) for continuing operations               6.6          (120.4)      (5%)

 Finance income                                                    3.1          2.6
 Finance expense                                                   (12.2)       (12.2)
 Loss before tax for continuing operations                         (2.5)        (130.0)      (98%)

 Taxation                                                          (0.9)        3.3
 Loss after tax for continuing operations                          (3.4)        (126.7)      (97%)

 Share of results of associates                                    -            -
 Loss for the period for continuing operations                     (3.4)        (126.7)      (97%)

 Loss per share for continuing operations                          (0.51)p      (1.49)p      (97%)

 Adjusted loss after tax for the period for continuing operations  (7.0)        (17.9)       (61%)
 Amortisation of acquired intangible assets                        (3.3)        (3.4)
 Equity-settled share-based payments charges                       (7.2)        (6.3)
 Impairment of assets                                              -            (93.3)
 Exceptional costs                                                 15.3         (8.2)
 Adjustment for tax                                                (1.2)        2.4
 Loss after tax for the period for continuing operations           (3.4)        (126.7)      (97%)

 Adjusted diluted per loss per share                               (0.48)p      (1.39)p      (11%)

(Exceptional items and impairment of assets amounted to (£15.3)m (H125:
101.5m) and are shown in more detail in note 1 of the financial statements.
These items relate to:

 

·    Restructuring and closure costs associated with the closure of a
warehouse facility in the UK.

·    Daventry Assignment and associated on going costs

·    Dual technology platform running costs associated with re-platform

·    Cost associated with Strategic change announced on 18th October 2024,
following the appointment of Dan Finley, including redundancy costs associated
with the groups cost reduction programme, exceptional jobbing off as shifted
commercial proposition to move to a marketplace driven model.

Exceptional costs relating to the treatment of PLT as an asset held for sale
under IFRS 5 were also incurred during the period and are disclosed in more
detail in note 1 of the financial statements:

 

 

 

Consolidated statement of financial position

                                        6 months to  6 months to

                                        31 August    31 August

                                        2025         2024
                                        £ million    £ million
 Intangible assets                      61.7         97.0
 Property, plant and equipment          181.7        304.4
 Right-of-use assets                    16.3         12.7
 Equity investments                     -            0.3
 Investments in associates              9.3          29.6
 Deferred tax asset                     64.2         39.1
 Non-current assets                     333.2        483.1

 Working capital                        (126.8)      (62.9)
 Lease liabilities                      (75.8)       (114.4)
 Net financial assets/(liabilities)     0.1          1.6
 Cash and cash equivalents              30.3         131.9
 Interest bearing loans and borrowings  (141.4)      (275.0)
 Deferred tax liability                 (19.7)       (16.0)
 Current tax asset/(liability)          0.2          -
 Net assets                             0.1          148.3

 

 

Liquidity and financial resources

Operating cash outflow was £14.6m (H125: £24.0m outflow). Net cash outflow
was £14.4m (H125: £98.1m outflow), following Capex of £7.5m (H125:
£14.9m).

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.

Net debt as at H1 26 was £111.1m reducing by 22% in comparison to H125,
£143.1m.

 

 

 Consolidated cash flow statement
                                                                     6 months to  6 months to

                                                                     31 August    31 August

                                                                     2025         2024
                                                                     £ million    £ million
 Loss for the period                                                 (14.7)       (138.9)

 Share-based payments charge                                         7.6          7.3
 Depreciation charges, amortisation and impairment                   31.5         136.3
 Loss on sale of property, plant and equipment                       0.6          0.5
 Reclassification to profit or loss of discontinued hedge contracts  -            (0.4)
 Lease liabilities de-recognition                                    (35.4)       -
 Foreign Exchange movements                                          3.2          (1.2)
 Finance income                                                      (3.2)        (3.2)
 Finance expense                                                     12.3         12.3
 Tax expense                                                         (3.2)        (8.4)
 Decrease in inventories                                             8.5          38.1
 Decrease / (increase) in trade and other receivables                4.3          (6.4)
 Decrease in trade and other payables                                (26.1)       (60.0)
 Operating cash (outflow)/inflow                                     (14.6)       (24.0)

 Capital expenditure and intangible asset purchases                  (7.5)        (14.9)
 Proceeds from the sale of property, plant and equipment             9.1          3.5
 Tax refunded                                                        0.4          3.3
 Free cash outflow after tax                                         (12.6)       (32.1)

 Finance income received                                             1.1          3.4
 Finance expense paid                                                (12.3)       (12.9)
 Lease payments                                                      (9.1)        (6.5)
 Drawdown/repayment) of borrowings                                   18.5         (50.0)
 Net cash outflow                                                    (14.4)       (98.1)

 Cash and cash equivalents at beginning of period                    44.7         230.0
 Cash and cash equivalents at end of period                          30.3         131.9

 

Unaudited consolidated statement of comprehensive income

for the period ended 31 August 2025

 

                                                                     Note                  Continuing 6 months to 31 August 2025 Pre Exceptional items  Continuing 6 months to 31 August 2025  Exceptional items   Continuing 6 months to 31 August 2025  Total   Continuing 6 months to 31 August 2024 Pre Exceptional items  Continuing 6 months to 31 August 2024  Exceptional items   Continuing 6 months to 31 August 2024  Total
                                                                                           (unaudited)                                                  (unaudited)                                                (unaudited)                                    (unaudited)                                                  (unaudited)                                                (unaudited)
                                                                                           £ million                                                    £ million                                                  £ million                                      £ million                                                    £ million                                                  £ million
 Revenue                                                             3                     296.9                                                                                                                   296.9                                          385.4                                                                                                                   385.4
 Cost of sales                                                                             (139.7)                                                                                                                 (139.7)                                        (179.2)                                                                                                                 (179.2)
 Gross profit                                                                              157.2                                                                                                                   157.2                                          206.2                                                                                                                   206.2

 Distribution costs                                                                        (37.4)                                                       19.3                                                       (18.1)                                         (83.3)                                                       (96.0)                                                     (179.3)
 Administrative expenses                                                                   (125.4)                                                      (4.1)                                                      (129.5)                                        (139.4)                                                      (5.2)                                                      (144.6)
 Amortisation of acquired intangibles                                                      (3.3)                                                                                                                   (3.3)                                          (3.4)                                                                                                                   (3.4)
 Other administrative expenses                                                             (122.1)                                                      (4.1)                                                      (126.2)                                        (136.0)                                                      (5.2)                                                      (141.2)
 Other income                                                                              0.3                                                                                                                     0.3                                            0.7                                                                                                                     0.7
 Operating (loss)/profit                                                                   (8.6)                                                        15.2                                                       6.6                                            (19.2)                                                       (101.2)                                                    (120.4)

 Finance income                                                                            3.1                                                                                                                     3.1                                            2.6                                                                                                                     2.6
 Finance expense                                                                           (12.2)                                                                                                                  (12.2)                                         (12.2)                                                                                                                  (12.2)
 (Loss)/profit before tax                                            4                     (17.7)                                                       15.2                                                       (2.5)                                          (28.8)                                                       (101.2)                                                    (130.0)

 Taxation                                                                                  (0.9)                                                                                                                   (0.9)                                          3.3                                                                                                                     3.3
 (Loss)/profit after tax                                                                   (18.6)                                                       15.2                                                       (3.4)                                          (25.5)                                                       (101.2)                                                    (126.7)

 Share of results of associates                                      9                     -                                                                                                                                                                                                                                   -                                                          -
 Loss for the period                                                                       (18.6)                                                       15.2                                                       (3.4)                                          (25.5)                                                       (101.2)                                                    (126.7)
 Loss from discontinued operations                                                                                                                                                                                 (11.3)                                                                                                                                                                 (12.2)
 Total Loss for the period                                                                                                                                                                                         (14.7)                                                                                                                                                                 (138.9)

 Other comprehensive (expense)/income for the period
 (Gain)/loss reclassified to profit or loss during the period ((1))                                                                                                                                                                                                                                                                                                                       (0.9)
 Fair value gain/(loss) on cash flow hedges during the period ((1))                                                                                                                                                (0.1)                                                                                                                                                                  (0.2)
 Income tax relating to these items                                                                                                                                                                                0.3                                                                                                                                                                    0.3
 Total comprehensive loss for the period                                                                                                                                                                           (14.5)                                                                                                                                                                 (139.7)

 

 

1.        Net fair value gains/losses on cash flow hedges will be
reclassified to profit or loss during the two years to 31 August 2026.

Unaudited consolidated statement of financial position

at 31 August 2025

                                                                                                                                             Note  At           At            At

                                                                                                                                                   31 August     31 August    28 February

                                                                                                                                                   2025         2024          2025
                                                                                                                                                   (unaudited)  (unaudited)   (audited)
                                                                                                                                                   £ million    £ million     £ million
 Assets
 Non-current assets
 Intangible assets                                                                                                                           6     61.7         97.0          68.7
 Property, plant and equipment                                                                                                               7     181.7        304.4         204.5
 Right-of-use assets                                                                                                                         8     16.3         12.7          20.3
 Financial assets - equity investments                                                                                                       18    0.3          0.3           0.3
 Investments in associates                                                                                                                   9     9.1          29.6          9.1
 Deferred tax                                                                                                                                10    64.1         39.1          60.1
 Total non-current assets                                                                                                                          333.2        483.1         363.0
 Current assets
 Inventories                                                                                                                                       67.9         169.9         72.2
 Trade and other receivables                                                                                                                 11    21.7         36.3          23.9
 Financial assets                                                                                                                                  0.1          1.8           -
 Current tax asset                                                                                                                                 -            -             1.2
 Cash and cash equivalents                                                                                                                         30.3         131.9         44.7
 Total current assets                                                                                                                              1-20.0       339.9         142.0

 Assets Held for Sale                                                                                                                              16.7                       -20.9
 Total assets                                                                                                                                      469.9        823.0         525.9

 Liabilities
 Current liabilities
 Trade and other payables                                                                                                                    12    (215.9)      (237.4)       (226.6)
 Provisions                                                                                                                                  13    (17.2)       (22.5)        (21.5)
 Interest bearing loans and borrowings                                                                                                       14    -            (61.0)        -
 Lease liabilities                                                                                                                           15    (0.8)        (8.0)         (10.9)
 Financial liabilities                                                                                                                       18    -            (0.2)         -
 Total current liabilities                                                                                                                         (233.9)      (329.1)       (259.0)

 Non-current liabilities
 Provisions                                                                                                                                  13    -            (9.2)         (11.1)
 Interest bearing loans and borrowings                                                                                                       14    (141.4)      (214.0)       (122.9)
 Lease liabilities                                                                                                                           15    (75.0)       (106.4)       (109.3)
 Financial liabilities                                                                                                                       18    -            -             -
 Deferred tax                                                                                                                                10    (19.7)       (16.0)        (19.7)
 Total liabilities                                                                                                                                 (470.0)      (674.7)       (522.0)

 Net assets                                                                                                                                        0.1          148.3         3.9

 Equity
 Share capital                                                                                                                               16    14.0         12.7          14.0
 Shares to be issued                                                                                                                         17    -            -             -
 Share premium                                                                                                                                     893.4        887.5         893.4
 Hedging reserve                                                                                                                                   1.4          1.6           0.1
 EBT reserve                                                                                                                                       (31.7)       (62.7)        (31.7)
 Other reserves                                                                                                                              18    (753.8)      (753.1)       (755.9)
 Retained earnings                                                                                                                                 (123.2)      62.3          (116.0)
 Total equity                                                                                                                                      0.1          148.3         3.9

 

Unaudited consolidated statement of changes in equity

                                                        Share       Shares to   Share premium  Hedging reserve  EBT         Other reserves  Retained earnings  Total equity

                                                        capital     be issued                                   reserve
                                                        £ million   £ million   £ million      £ million        £ million   £ million       £ million          £ million
 Balance at 28 February 2025                            14.0        -           893.4          0.1              (31.7)      (796.0)         (116.0)            3.9

 Loss for the period                                    -           -           -              -                -           -               (14.7)             (14.7)
 Other comprehensive income/(expense):
 Gain reclassified to profit and loss in revenue        -           -           -              -                -           -               -                  -
 Fair value loss on cash flow hedges during the period  -           -           -              (0.1)            -           -               -                  (0.1)
 Total comprehensive expense for the period             -           -           -              (0.1)            -           -               (14.7)             (14.8)
 Issue of shares                                        -           -           -              -                -           -               -                  -
 Share-based payments charge                            -           -           -              -                -           -               7.5                7.5
 Translation of foreign operations                      -           -           -              -                -           1.3             -                  1.3
 Balance at 31 August 2025                              14.0        -           893.4          -                (31.7)      (795.7)         (123.2)            0.1

 

                                                        Share       Shares to   Share premium  Hedging reserve  EBT         Other reserves  Retained earnings  Total equity

                                                        capital     be issued                                   reserve
                                                        £ million   £ million   £ million      £ million        £ million   £ million       £ million          £ million
 Balance at 29 February 2024                            12.7        -           898.1          2.7              (73.3)      (754.4)         193.9              279.7

 Loss for the period                                    -           -           -              -                -           -               (138.9)            (138.9)
 Other comprehensive income/(expense):
 Gain reclassified to profit and loss in revenue        -           -           -              (0.9)            -           -               -                  (0.9)
 Fair value loss on cash flow hedges during the period  -           -           -              (0.2)            -           -               -                  (0.2)
 Total comprehensive expense for the period             -           -           -              (1.1)            -           -               (138.9)            (140.0)
 Issue of shares                                        -           -           (10.6)         -                10.6        -               -                  -
 Share-based payments charge                            -           -           -              -                -           -               7.3                7.3
 Translation of foreign operations                      -           -           -              -                -           1.3             -                  1.3
 Balance at 31 August 2024                              12.7        -           887.5          1.6              (62.7)      (753.1)         62.3               148.3

 

                                                            Share       Shares to be issued  Share premium  Hedging reserve  EBT         Other reserves  Retained earnings  Total equity

                                                            capital                                                          reserve
                                                            £ million   £ million            £ million      £ million        £ million   £ million       £ million          £ million
 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):
 Gain reclassified to profit or loss in revenue             -                                -              (2.4)            -           -               -                  (2.4)
 Fair value gain on cash flow hedges during the year        -                                -              (0.2)            -           -               -                  (0.2)
 Total comprehensive expense for the year                   -                                -              (2.6)            -           -               (326.4)            (329.0)

 Issue of shares                                            1.3                              (4.7)          -                41.7        -               -                  38.1
 Cancellation of shares to be issued                        -                                -              -                -           -               -                  -
 Revaluation gain on transition of investment to associate  -                                -              -                -           -               -                  -
 Share-based payments credit                                -                                -              -                -           -               16.6               16.6
 Translation of foreign operations                          -                                -              -                -           (1.5)           -                  (1.5)
 Balance at 25 February 2025                                14.0        -                    893.4          0.1              (31.7)      (796.0)         (116.0)            3.9

 

Unaudited consolidated cash flow statement

for the period ended 31 August 2025

 

                                                                     Note                        6 months to  6 months to  Year to

                                                                                                 31 August    31 August    28 February

                                                                                                 2025         2024         2025
                                                                                                 (unaudited)  (restated)   (audited)
                                                                                                 £ million    £ million    £ million
 Cash flows from operating activities
 Loss for the period                                                                             (14.7)       (138.9)      (326.4)
 Adjustments for:
 Share-based payments charge                                                                     7.2          6.3          14.9
 Depreciation charges, amortisation and impairment                                               20.9         124.9        186.2
 Loss/(gain) on sale of property, plant and equipment                                            0.6          0.5          18.4
 Lease Writebacks                                                                                (35.4)
 Reclassification to profit or loss of discontinued hedge contracts                              -            (0.4)        0.3
 Reclassification to profit or loss of discontinued hedge contracts                                                        (0.3)
 Share of results of associates                                                                  -            -            4.5
 Exchange movements                                                                              3.2          (1.2)        -
 Finance income                                                                                  (3.1)        (2.6)        (2.7)
 Finance expense                                                                                 12.2         12.2         25.2
 Tax credit                                                                                      0.6          (3.3)        (5.1)
                                                                                                 (8.1)        (2.6)        (85.0)

 Decrease/(increase) in inventories                                                              4.2          13.2         66.9
 (Increase)/decrease in trade and other receivables                  11                          (6.0)        (6.5)        (0.4)
 (Decrease)/increase in trade and other payables                     12                          (19.7)       (47.8)       (38.7)
 Cash (used in)/generated from operations                                                        (29.6)       (43.7)       (57.2)

 Tax repaid                                                                                      0.7          2.6          5.4
 Discontinued operations                                                                         14.7         20.4         39.1
 Net cash (outflow)/inflow from operating activities                                             (14.2)       (20.7)       (12.7)

 Cash flows from investing activities
 Acquisition of intangible assets                                    6                           (5.8)        (6.4)        (17.3)
 Acquisition of property, plant and equipment                        7                           1.1          (4.2)        (4.0)
 Proceeds from the sale of property, plant and equipment                                         9.1          3.5          56.6
 Finance income received                                                                         1.0          2.8          3.1
 Discontinued operations                                                                         (2.6)        (3.8)        (6.2)
 Net cash generated / (used) in investing activities                                             2.7          (8.0)        (32.2)

 Cash flows from financing activities
 Proceeds from the issue of ordinary shares                                                      -            -            38.1
 Finance expense paid                                                                            (12.2)       (12.8)       (25.2)
 Lease payments                                                      15                          (6.6)        (4.0)        (10.0)
 Drawdown/(repayment) of borrowings                                  14                          18.5         (50.0)       (202.1)
 Discontinued operations                                                                         (2.6)        (2.6)        (3.8)
 Net cash generated used in financing activities                                                 (2.8)        (69.4)       (202.9)

 Decrease in cash and cash equivalents                                                           (14.4)       (98.1)       (183.4)

 Cash and cash equivalents at beginning of period                                                44.7         230.0        230.0
 Effects of exchange rates changes on cash                                                       -            -            (1.9)
 Cash and cash equivalents at end of period                                                      30.3         131.9        44.7

 

Notes

(forming part of the interim report and accounts)

1             Accounting policies

General information

boohoo group plc 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 interim condensed financial statements for the six months to 31 August
2025 have been prepared in accordance with IAS 34, "Interim Financial
Reporting" as adopted by the UK. The interim financial statements should be
read in conjunction with the group's Annual Report and Financial Statements
for the year ended 28 February 2025, prepared and approved by the directors in
accordance with UK-adopted international accounting standards and the
Companies (Jersey) Law 1991 applicable to companies reporting under IFRS.

The interim condensed financial statements contained in this report are not
audited and do not constitute statutory accounts within the meaning of
Companies (Jersey) Law 1991. The Annual Report and Financial Statements for
the year ended 28 February 2025 has been filed with the Jersey Companies
Registry. The auditors' report on those accounts was unqualified and did not
include reference to any matters on which the auditors were required to report
by exception under Companies (Jersey) Law 1991.

The group's business activities together with the factors that are likely to
affect its future developments, performance and position are set out in the
Business and Financial Reviews. The Financial Review describes the group's
financial position, cash flows and bank facilities.

The interim financial statements are unaudited and were approved by the board
of directors on 26 November 2025.

Going concern

The directors have reviewed the group's forecast and projections, including
assumptions concerning capital expenditure and expenditure commitments and
their impact on cash flows, and have a reasonable expectation that the group
has adequate financial resources to continue its operations for the
foreseeable future. For this reason, they have continued to adopt the going
concern basis in preparing the financial statements.

In preparing the interim announcement, the directors have also made reasonable
and prudent judgements and estimates and prepared the interim announcement on
the going concern basis. The interim announcement and management report
contained herein give a true and fair view of the assets, liabilities,
financial position and profit and loss of the group.

Accounting policies

The interim financial statements have been prepared in accordance with the
accounting policies set out in the group's Annual Report and Financial
Statements for the year ended 28 February 2025.

Significant estimates and judgements

The preparation of financial statements in conformity with IFRS as adopted by
the UK 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 and are unchanged from those at 28
February 2025.

Exceptional items and impairment of assets

Exceptional items are those of significant size and of a non-recurring nature
that require disclosure in order that the underlying business performance can
be identified. The exceptional costs in these interim statements include
additional costs associated with the restructuring of warehousing facilities
and onerous contracts. Such additional costs do require estimation by
management.

 

 Exceptional costs and impairment of assets                    6 months to                                               6 months to

 (continuing operations)                                       31 August                                                 31 August

                                                               2025                                                      2024
                                                               £ million                                                 £ million
 Cost of sales
 USA warehouse closure - stock provision                       -                                                         0.3
                                                               -                                                         0.3
 Selling and distribution costs
 USA warehouse ROU asset impairment                            -                                                         64.5
 USA warehouse fixtures & fittings impairment                  -                                                         28.8
 UK warehouse restructuring and post-closure expenditure       -                                                         2.7
 De-recognition of lease liabilities                           (34.3)                                                    -
 UK Warehouse restructuring and dual operating costs           13.6                                                      -
 UK property related costs                                     1.0                                                       -
                                                               (19.7)                                                    96.0
 Administration expenses
 Technology platform - dual running costs                      1.0                                                       2.2
 Refinancing of debt facility - advisor fees                   -                                                         2.3
 USA warehouse closure expenditure - administrative costs      -                                                         0.6
 Restructuring costs                                           3.1                                                       -
 Professional fees                                             0.3                                                       -
 UK warehouse post-closure expenditure - administrative costs  -                                                         0.1
                                                                                          4.4                            5.2

 Total before tax                                              (15.3)                                                    101.5
 Tax                                                           3.8                                                       (1.8)
 Total after tax                                               (11.5)                                                    99.7

 

 

 Exceptional costs and impairment of assets  6 months to  6 months to

 (discontinued operations)                   31 August    31 August

                                             2025         2024
                                             £ million    £ million
 Cost of sales
 USA warehouse closure - stock provision     0.0          5.4
                                             0.0          5.4
 Selling and distribution costs
 Restructuring Costs                         4.4          -
 USA Warehouse associated closure costs      0.3          1.3
                                             4.7          1.3
 Administration expenses
 Restructuring costs                         0.8          0.5
                                             0.8          0.5

 Total before tax                            5.5          7.2
 Tax                                         (1.4)        (0.1)
 Total after tax                             4.1          7.1

 

2             Principal risks and uncertainties

The board considers the principal risks and uncertainties which could impact
the group over the remaining six months of the financial year to 28 February
2026 to be unchanged from those set out in the group's Annual Report and
Financial Statements for the year ended 28 February 2025, which in summary
are: supply chain ethics, competition risk; sustainability, governance, ethos
and culture, regulatory compliance, taxation and duties, supply chain costs,
IT and cyber security, business change, third parties, business continuity,
people, product and financial risk. These are set out in detail on pages 40 to
50 of the group's Annual Report and Financial Statements for the year ended 28
February 2025, a copy of which is available on the group's website,
www.boohooplc.com.

 

3             Segmental analysis

                                              6 months ended 31 August 2025
                                              Youth Brands  Debenhams   Karen Millen  Total Continuing  Discontinued  Total
                                              £ million     £ million   £ million     £ million         £ million     £ million
 Revenue                                      172.4         98.3        26.2          296.9             125.5         422.4
 Cost of Sales                                (87.1)        (40.1)      (12.5)        (139.7)           (63.4)        (203.1)
 Cost of Sales - exceptional costs
 Gross Profit                                                                         157.2             62.1          219.3

 Distribution costs                                                                   (37.4)                          (37.4)
 Distribution costs - Exceptional costs                                               19.3                            19.3
 Administrative expenses                                                              (125.4)                         (125.4)
 Administrative expenses - Exceptional costs                                          (4.1)                           (4.1)
 Amortisation of acquired tangibles                                                   (3.3)                           (3.3)
 Discontinued operations - total cost                                                 -                 (77.5)        (77.5)
 Other Income                                                                         0.3                             0.3
 Operating loss                                                                       6.6               (15.4)        (8.8)

 Finance Income                                                                       3.1                             3.1
 Finance expense                                                                      (12.2)                          (12.2)
 Loss before tax                                                                      (2.5)             (15.4)        (17.9)

 

                                              6 months ended 31 August 2024
                                              Youth Brands  Debenhams   Karen Millen  Total Continuing  Discontinued  Total
                                              £ million     £ million   £ million     £ million         £ million     £ million
 Revenue                                      261.4         92.0        32.0          385.4             234.4         619.8
 Cost of Sales                                (124.9)       (37.1)      (13.8)        (175.8)           (123.9)       (299.7)
 Cost of Sales - exceptional costs                          (0.3)                     (0.3)             (5.4)         (5.7)
 Gross Profit                                                                         209.3             105.1         314.4

 Distribution costs                                                                   (83.3)                          (83.3)
 Distribution costs - Exceptional costs                                               (96.0)                          (96.0)
 Administrative expenses                                                              (131.1)                         (131.1)
 Administrative expenses - Exceptional costs                                          (5.2)                           (5.2)
 Amortisation of acquired tangibles                                                   (3.4)                           (3.4)
 Discontinued operations - total cost                                                 -                 (133.8)       (133.8)
 Other Income                                                                         0.7                             0.7
 Operating loss                                                                       (109.0)           (28.7)        (137.7)

 Finance Income                                                                       2.6                             2.6
 Finance expense                                                                      (12.2)                          (12.2)
 Loss before tax                                                                      (118.6)           (28.7)        (147.3)

 

 

                                              Year ended 28 February 2025
                                              Youth Brands  Debenhams   Karen Millen  Total Continuing  Discontinued  Total
                                              £ 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 tangibles                                                   (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)

 

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.

 

4             Loss before tax

 Loss before tax is stated after charging:                6 months to  6 months to  Year to

                                                          31 August    31 August    28 February

                                                          2025         2024         2025
                                                          £ million    £ million    £ million
 Short-term operating lease rentals for buildings         -            0.1          0.2
 Equity-settled share-based payment charges               7.6          7.3          17.5
 Exceptional costs, excluding impairment (note 1)         (9.8)        15.4         110.9
 Depreciation of property, plant and equipment (note 7)   13.1         17.0         27.2
 Impairment of property, plant and equipment (note 1, 7)               45.3         42.8
 Depreciation of right-of-use assets (note 8)             3.9          73.1         10.4
 Impairment of right-of-use assets (note 1, 8)            -            -            67.1
 Amortisation of intangible assets (note 6)               11.2         14.0         41.7
 Impairment of intangible assets (note 6)                 -            -            17.4
 Amortisation of acquired intangible assets (note 6)      3.3          3.9          6.7

 

5             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 period. 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 profit after tax attributable
to members of the holding company by the weighted average number of shares in
issue during the period, adjusted for potentially dilutive share options.

 

Earnings per share for continuing operations

                                                                            6 months to  6 months to      Year to

                                                                            31 August    31 August        28 February 2025

                                                                            2025         2024* restated
 Weighted average shares in issue for basic earnings per share (million)    1,341.8      1,201.5          1,302.0
 Dilutive share options (million)                                           91.4         88.9             105.2
 Weighted average shares in issue for diluted earnings per share (million)  1,433.2      1,290.4          1,407.2

 Loss (£ million)                                                           (3.4)        (126.7)          (263.2)
 Loss per share                                                             (0.52)p      (9.64)p          (18.7)p

 Loss (£ million)                                                           (3.4)        (126.7)          (263.2)
 Adjusting items:
 Amortisation of intangible assets arising on acquisitions                  3.3          3.4              6.4
 Share-based payments charges                                               7.2          6.3              14.9
 Exceptional items                                                          (15.3)       8.2              73.3
 Impairment of assets                                                       -            93.3             125.4
 Share of results of associate                                              -            -                4.5
 Adjustment for tax                                                         1.2          (2.4)            (5.1)
 Adjusted loss                                                              (7.0)        (17.9)           (43.8)
 Adjusted loss per share                                                    (0.51)p      (1.49)p          (3.34)p
 Adjusted diluted loss per share                                            (0.51)p      (1.49)p          (3.34)p

 

Discontinuing Operations

 

Earnings per share for discontinued operations

 

                                                                            6 months to  6 months to     Year to

                                                                            31 August    31 August       28 February 2025

                                                                            2025         2024 restated
 Weighted average shares in issue for basic earnings per share (million)    1,341.8      1,201.5         1,302.0
 Dilutive share options (million)                                           91.4         88.9            105.2
 Weighted average shares in issue for diluted earnings per share (million)  1,433.3      1,290.4         1,407.2

 Loss (£ million)                                                           (11.3)       (12.2)          (63.2)
 Loss per share                                                             (0.52)p      (9.64)p         (4.85)p

 Loss (£ million)                                                           (11.3)       (12.2)          (63.2)
 Adjusting items:
 Amortisation of intangible assets arising on acquisitions                  -            0.5             -
 Share-based payments charges                                               0.4          1.0             1.7
 Exceptional items                                                          5.5          7.2             72.8

 Adjustment for tax                                                         (1.5)        (2.1)           6.2
 Adjusted loss                                                              (6.9)        (5.6)           17.5
 Adjusted loss per share                                                    (0.52)p      (0.42)p         1.35p
 Adjusted diluted loss per share                                            (0.52)p      (0.42)p         1.25p

 

6             Intangible assets

                              Patents and licences  Trademarks  Customer lists  Computer software  Total
                              £ million             £ million   £ million       £ million          £ million
 Cost
 Balance at 28 February 2025  1.3                   115.6       8.1             138.6              263.6
 Additions                    -                     -           -               7.5                7.5
 Balance at 31 August 2025    1.3                   115.6       8.1             146.1              271.1

 Accumulated amortisation
 Balance at 28 February 2025  0.8                   74.5        8.1             111.5              194.9
 Amortisation                 0.1                   3.3         -               11.1               14.5
 Balance at 31 August 2025    0.9                   77.8        8.1             122.6              209.4

 Net book value
 At 28 February 2025          0.5                   41.1        -               27.1               68.7
 At 31 August 2025            0.5                   37.8        -               23.5               61.8

 

 

7             Property, plant and equipment

                              Short leasehold alterations  Fixtures and fittings  Computer equipment  Motor vehicles  Land & buildings      Total
                              £ million                    £ million              £ million           £ million       £ million             £ million
 Cost
 Balance at 28 February 2025  36.9                         305.8                  16.3                0.9             52.3                  412.2
 Additions                    -                            -                      -                   -               -                     -
 Exchange differences         -                            -                      -                   -               -                     -
 Disposals                    -                            -                      -                   -               (16.4)                (16.4)
 Balance at 31 August 2025    36.9                         305.8                  16.3                0.9             35.9                  395.8

 Accumulated depreciation
 Balance at 28 February 2025  15.8                         158.2                  14.9                0.9             17.9                  207.7
 Depreciation charge          2.0                          9.7                    0.7                 -               0.7                   13.1
 Impairment of assets         -                            -                      -                   -               -                     -
 Exchange differences         -                            -                      -                   -               -                     -
 Disposals                    -                            -                      -                   -               (6.7)                 (6.7)
 Balance at 31 August 2025    17.8                         167.9                  15.6                0.9             11.9                  214.1

 Net book value
 At 28 February 2025          21.1                         147.6                  1.4                 -               34.4                  204.5
 At 31 August 2025            19.1                         137.9                  0.7                 -               24.0                  181.7

 

 

 

 

 

8             Right-of-use assets

                                              Short leasehold properties
                                              £ million
 Cost
 Balance at 28 February 2025                  162.8
 Balance at 31 August 2025                    162.8

 Accumulated depreciation
 Balance at 28 February 2025                  142.6
 Depreciation                                 3.9
 Balance at 31 August 2025                    146.5

 Net book value
 At 28 February 2025                          20.3
 At 31 August 2025                            16.3

 

 

 

9             Associates

                                Interest in associates
                                £ million
 Cost
 Balance at 28 February 2025    9.1
 Additions at fair value        -
 Share of results of associate  -
 Balance at 31 August 2025      9.1

 Impairment
 Balance at 28 February 2025    -
 Impairment charge              -
 Balance at 31 August 2025      -

 Net book value
 At 28 February 2025            9.1
 At 31 August 2025              9.1

Under the equity accounting requirements of IAS 28 the group's share of the
results of associates is included in the carrying value of the associate in
the group statement of financial position and included within the group income
statement and group statement of comprehensive income using the equity method
of accounting.

Set out below are the material associates of the group. The entities listed
below have share capital consisting of ordinary shares, which are held
directly by the group. The country of incorporation or registration is their
principal place of business, and the proportion of ownership interest is the
same as the proportion of voting rights held.

 

                                                                        % ownership  % ownership  Carrying amount  Carrying amount
 Name of entity       Nature of relationship  Country of incorporation  31 August    31 August    31 August        31 August

                                                                        2025         2024         2025             2024

                                                                        %            %            £ million        £ million
 Revolution Beauty    Associate, supplier     UK                        27.05%       27.13%       9.1              29.6

 Group plc ("REVB")

As at the date of publishing these interim condensed financial statements
REV'sB results for the period 1 March 2025 to 31 August 2025 have not been
publicly disclosed by REVB. The group has reviewed analyst notes prepared by
REVB's NOMAD, - Liberum dated 23 January 2025, the management accounts of REVB
for the period ending 28 February 2025 and the forward-looking guidance
published by REVB in their RNS dated 9 October 2025. These estimated results
have been amended to reflect adjustments made by the group when using the
equity method, including fair value adjustments and modifications for
differences in accounting policy. An estimate of £nil has been disclosed in
the group statement of financial position, the group income statement and
group statement of comprehensive income.

 

10           Deferred tax

 

Assets

                                                  Unused       Share-based payments  Temporary Differences  Total

                                                  tax losses
                                                  £ million    £ million             £ million              £ million
 At 28 February 2024                              28.9         3.2                   -                      32.1
 Recognised in statement of comprehensive income  5.6          1.4                   -                      7.0
 At 31 August 2024                                34.5         4.6                   -                      39.1

 At 28 February 2025                              54.2         5.8                   0.1                    60.1
 Recognised in statement of comprehensive income  -            4.1                   -                      4.1
 At 31 August 2025                                54.2         9.9                   0.1                    64.2

 

Liabilities

                                                  Business combinations  Capital allowances in excess of depreciation  Total

                                                  £ million              £ million                                     £ million
 At 28 February 2024                              (0.5)                  (16.3)                                        (16.8)
 Recognised in statement of comprehensive income  0.1                    0.7                                           0.8
 Debit in equity                                  -                      -                                             -
 At 31 August 2024                                (0.4)                  (15.6)                                        (16.0)

 At 28 February 2025                              (0.5)                  (19.2)                                        (19.7)
 Recognised in statement of comprehensive income  -                      -                                             -
 At 31 August 2025                                (0.5)                  (19.2)                                        (19.7)

 

Recognition of the deferred tax assets is based upon the expected generation
of future taxable profits. The deferred tax asset is expected to be recovered
in more than one year's time and 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.

 

 

 

11           Trade and other receivables

                    6 months to  6 months to  Year to

                    31 August    31 August    28 February

                    2025         2024         2025
                    £ million    £ million    £ million
 Trade receivables  8.1          19.9         13.9
 Prepayments        9.4          14.0         7.9
 Accrued income     4.2          2.4          2.1
                    21.7         36.3         23.9

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:

 

                              6 months to  6 months to  Year to

                              31 August    31 August    28 February

                              2025         2024         2025
 Age of trade receivable      %            %            %
 60 - 90 days past due        1            1            1
 91 - 120 days past due       5            5            5
 Over 121 days past due       90           90           90

Trade receivables represent amounts due from wholesale customers and advance
payments to suppliers.

The fair value of trade and other receivables is not materially different from
the carrying value.

 

                                 6 months to  6 months to  Year to

                                 31 August    31 August    28 February

                                 2025         2024         2025
                                 £ million    £ million    £ million
 Due within 30 days              7.4          15.9         9.8
 Provision for impairment        (0.6)        -            (0.6)

 Due in 31 to 90 days            3.4          5.3          6.4
 Provision for impairment        (2.1)        (2.1)        (1.7)

 Past due                        1.2          2.1          1.6
 Provision for impairment        (1.2)        (1.3)        (1.6)
 Total amounts due and past due  12.0         23.3         17.8
 Total provision for impairment  (3.9)        (3.4)        (3.9)
                                 8.1          19.9         13.9

 

 

 

12           Trade and other payables

                                    6 months to  6 months to  Year to

                                    31 August    31 August    28 February

                                    2025         2024         2025
                                    £ million    £ million    £ million
 Trade payables                     52.6         91.2         79.8
 Other creditors                    30.7         10.2         35.3
 Accruals                           107.3        92.3         83.5
 Deferred income                    11.1         25.2         11.1
 Taxes and social security payable  14.1         18.5         16.9
                                    215.9        237.4        226.6

 

 

13           Provisions

                                                                 Dilapidations  Returns     Claims      Total
                                                                 £ million      £ million   £ million   £ million
 Provision at 28 February 2024                                   9.5            25.1        1.8         36.4
 Movements in provision charged/(credited) to income statement:
 Prior year provision utilised                                   -              (25.1)      (0.1)       (25.2)
 Increase in provision in period                                 -              20.8        -           20.8
 Exchange differences                                            (0.3)          -           -           (0.3)
 Provision at 31 August 2024                                     9.2            20.8        1.7         31.7

 Provision at 28 February 2025                                   11.2           18.6        2.8         32.6
 Movements in provision charged/(credited) to income statement:
 Prior year provision utilised                                   -              (18.6)      -           (18.6)
 Increase in provision period                                    (11.2)         17.2        (2.8)       3.2
 3.2Exchange differences                                                        --          -           -
 Provision at 31 August 2025                                     -              -17.2       -           17.2

 

 

 

14           Interest-bearing loans and borrowings

                            6 months to  6 months to  Year to

                            31 August    31 August    28 February

                            2025         2024         2025
                            £ million    £ million    £ million
 Non-current liabilities
 Revolving credit facility  -            61.0         -

 Non-current liabilities
 Revolving credit facility  141.4        214.0        122.9

The RCF is unsecured against the company's assets and includes financial
covenants relating to interest cover and adjusted leverage.

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.

Movement in interest-bearing loans and borrowings

                            6 months to  6 months to  Year to

                            31 August    31 August    28 February

                            2025         2024         2025
                            £ million    £ million    £ million
 Opening balance            122.9        325.0        325.0
 Repayment of RCF           (6.9)                     (103.0)
 Repayment of term loan     (116.0)                   (97.0)
 Drawdown of RCF            136.4                     35.0
 Repayment of RCF drawdown                            (35.0)
 Drawdown on RCF            5.00         -            -
 Interest expense           12.3         10.5         19.1
 Interest paid and accrued  (12.3)       (10.5)       (19.1)
 Capital paid               -            (50.0)       (2.1)
 Closing balance            141.4        275.0        122.9

 

Reconciliation of movements in cash flows from financing activities to
movements in liabilities:

 

                  Balance at         Cash flow from financing activities  Additions, disposals and exchange differences  Statement of comprehensive income  Movement in retained earnings and other reserves  Balance at 31 August 2025

                  28 February 2025
                  £ million          £ million                            £ million                                      £ million                          £ million                                         £ million
 Equity           3.9                -                                    3.6                                            (14.7)                             7.3                                               0.1
 Leases           120.2              (41.7)                               (3.9)                                          1.2                                -                                                 75.8
 Bank borrowings  122.9              18.5                                 -                                              0                                  -                                                 141.4
                  247.0              (23.2)                               (0.3)                                          (13.5)                             7.3                                               217.3

 

 

Reconciliation of net debt:

                                        6 months to  6 months to  Year to

                                        31 August    31 August    28 February

                                        2025         2024         2025
                                        £ million    £ million    £ million
 Cash and cash equivalents              30.3         131.9        44.7
 Interest bearing loans and borrowings  (141.4)      (275.0)      (122.9)
 Net debt                               (111.1)      (143.1)      (78.2)

 

15           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
 31 August 2025
 Lease payments                          11.0              11.1        26.6        36.8        -                   85.6
 Finance charges             (2.1)                         (1.8)       (3.9)       (2.0)       --                  (9.8)
 Net present value                        8.9              9.3         22.7        34.8        -                   75.8

 

                              6 months to  6 months to  Year to

                              31 August    31 August    28 February

                              2025         2024         2025
                              £ million    £ million    £ million
 Current lease liability      8.9          8.0          10.9
 Non-current lease liability  66.9         106.4        109.3
 Total                        75.8         114.4        120.2

Movement in lease liabilities:

                           6 months to  6 months to  Year to

                           31 August    31 August    28 February

                           2025         2024         2025
                           £ million    £ million    £ million
 Opening balance           120.2        121.9        121.9
 Interest accrued          1.2          1.4          3.3
 Cash flow lease payments  (9.3)        (6.5)        (13.7)
 Daventry re-assignment    (32.4)       -            -
 Additions                 0.1          0.6          4.9
 Disposals                 (0.1)        -
 Lease modifications                                 6.4
 Exchange differences      (3.9)        (3.0)        (2.6)
 Closing balance           75.8         114.4        120.2

The lease liabilities relate to leasehold properties.

 

 

 

 

16           Share capital

                     6 months to  6 months to  Year to

                     31 August    31 August    28 February

                     2025         2024         2025
                     £ million    £ million    £ million
 At start of period  14.0         12.7         14.0
 Share issues        -            -            -
 At end of period    14.0         12.7         14.0

Share capital at period end: 1,397,424,226 authorised and fully paid ordinary
shares of 1p each (2023: 1,269,094,436). No dividends have been paid or are
payable by the parent company for the period ended 31 August 2025 (2024:
£nil).

 

 

 

 

17           Reserves

 

                                                                           6 months to  6 months to  Year to

                                                                           31 August    31 August    28 February

                                                                           2025         2024         2025
                                                                           £ million    £ million    £ million
 Translation reserve                                                       1.2          (0.8)        (2.3)
 Capital redemption reserve                                                0.1          0.1          0.1
 Reconstruction reserve                                                    (515.3)      (515.3)      (515.3)
 Acquisition of non-controlling interest in PrettyLittleThing.com Limited  (249.4)      (249.4)      (249.4)
 Revaluation gain on transition of investment to associate                 10.2         10.2         10.2
 Proceeds from issue of growth shares in boohoo holdings Limited           0.8          0.8          0.8
                                                                           (752.4)      (754.4)      (755.9)

 

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 year for the cancellation of the shares to be issued;
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.

 

18           Financial instruments

Fair values

                                                    6 months to  6 months to  Year to

                                                    31 August    31 August    28 February

                                                    2025         2024         2025
                                                    £ million    £ million    £ million
 Financial assets

 At amortised cost:
 Cash and cash equivalents                          30.3         131.9        44.6
 Trade receivables                                  17.5         19.9         13.9
 Accrued income                                     4.2          2.4          2.1
 At fair value through profit or loss:
 Cash flow hedges                                   -            -            1.8
 At fair value through other comprehensive income:
 Cash flow hedges                                                -1.8         0.1
 Equity investments                                 0.3          0.3          0.3
                                                    52.3         156.3        62.8

 

                                                    6 months to  6 months to  Year to

                                                    31 August    31 August    28 February

                                                    2025         2024         2025
                                                    £ million    £ million    £ million
 Financial liabilities
 At amortised cost:
 Trade payables                                     52.6         91.2         79.8
 Other creditors                                    30.7         10.2         11.1
 Accruals                                           107.3        92.3         83.5
 Provisions                                         17.2         31.7         32.0
 Interest-bearing loans and borrowings              141.4        275.0        122.9
 Lease liabilities                                  75.8         114.4        120.2
 At fair value through profit or loss:
 Cash flow hedges                                   -            -            -

 At fair value through other comprehensive income:
 Cash flow hedges                                   -            0.2          -
                                                    425.0        615.0        449.5

 

 

 

20           Capital commitments

Capital expenditure contracted for at the end of the reporting period but not
yet incurred is as follows:

                                6 months to  6 months to  Year to

                                31 August    31 August    28 February

                                2025          2024        2025
                                £ million    £ million    £ million
 Property, plant and equipment  -            -            -

 

 

21           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 brands and trading names. 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.

As at 31 August 2025, there are no contingent liabilities, which in the
opinion of the directors are expected to have a material adverse effect on its
liquidity or operations.

 

 

 

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.   END  IR FFFSLLTLRFIE



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