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REG - Franchise Brands PLC - Final Results

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RNS Number : 9834X  Franchise Brands PLC  25 March 2026

25 March 2026

FRANCHISE BRANDS PLC

("Franchise Brands", the "Group" or the "Company")

 

Final results for the year ended 31 December 2025

 

A resilient, cash generative, profitable performance enabling strengthening of
the balance sheet, investment in growth and shareholder returns

 

Franchise Brands plc (AIM: FRAN), an international multi-brand franchise
business, is pleased to announce its audited results for the year ended 31
December 2025.

 

Financial highlights

·    System sales increased by 2% to £435.0m (2024: £425.6m)(1).

·    Statutory revenue increased by 2% to £142.2m (2024: £139.2m).

·    Adjusted EBITDA(2) of £35.2m (2024: £35.1m).

·    Adjusted profit before tax increased 12% to £23.9m (2024: £21.3m).
Profit before tax increased 38% to £12.7m (2024: £9.2m).

·    Adjusted EPS(3) increased by 5% to 9.00p (2024: 8.59p). Basic EPS
increased by 23% to 4.67p (2024: 3.78p).

·    Adjusted net debt(4) reduced to £55.6m at 31 December 2025, (31
December 2024: £65.1m), representing leverage of 1.6x(5) (31 December 2024:
1.9x).

·    Interest charge reduced by 25% to £5.6m (2024: £7.4m) due to debt
repayments, reductions in the base rate and reduced margin and cost.

·    Cash conversion(6) increased to 98% (2024: 94%), demonstrating the
strong cash generation of the Group's franchise businesses.

·    Final dividend of 1.35p per share proposed (2024: 1.3p) giving a
total dividend for the year of 2.5p per share (2025: 2.4p), an increase of 4%.

 

Operational highlights

A resilient performance reflecting the essential nature of the majority of the
Group's services, and the benefits of international, sector and service
diversification amid challenging macro conditions.

 

·    Underlying demand for non-discretionary services combined with
sector diversification, service expansion and increase in planned and higher
value work enabled Pirtek Europe and Water & Waste Services to marginally
increase System sales.

·    Filta International performed strongly and gained good traction with
the FiltaMax strategic growth initiative. System sales increased by 13% and
Adjusted EBITDA by 21% (in local currency).

·    Willow Pumps also performed strongly with Adjusted EBITDA increasing
15% as the Special Projects Division becomes established.

·    Significant progress with One Franchise Brands initiatives to
diversify sectors, sell more services to existing customers and drive greater
efficiency through the Group-wide platform of systems. Finance system and CRM
are now live.

·    Standardisation of data and systems will provide a strong platform
for deploying AI at scale, with clear opportunities to automate processes,
enhance labour productivity.

·    Following Board review, confirmation of no current intention to seek
a transfer of the Company's listing to the Main Market.

 

 

Outlook

·    Early 2026 trading has continued to be varied with a continued strong
performance at Filta International. In Europe, volumes continued to be
subdued, affected in part by the more severe winter weather in the early part
of the year and continued macro-economic uncertainty.

·    Deleveraging progress and confidence in the Group's prospects
reflected in intention to launch a share buy-back programme of up to £10m.

·    Capital allocation decisions will continue to balance deleveraging,
maintaining a progressive dividend policy and investing in organic expansion,
with deleveraging remaining a key strategic priority, supported by robust cash
flow generation.

·    Board is actively reviewing the strategic fit of businesses that do
not support the considerable medium-term potential of our key B2B franchise
networks, with any disposal proceeds to be used to accelerate deleveraging.

·    The Board continues to expect a full year performance within the
current range of analyst forecasts(7).

·    Initiatives to expand revenue streams, develop Group-wide sales and
drive efficiency across the Group position it well for an improvement in its
markets, including anticipated infrastructure investment in Germany and the
UK.

 

 

(1) System sales in 2024 have been restated to be consistent with the
treatment in 2025.

(2) Adjusted EBITDA is earnings before interest, tax, depreciation,
amortisation, exchange differences, share-based payment expense and
non-recurring items.

(3)Adjusted EPS is earnings per share before amortisation of acquired
intangibles, share-based payment expense, and non-recurring items.

(4)Adjusted net debt is the key debt measure used for testing bank covenants
and excludes debt of £9.7m on right-of-use assets.

(5)Leverage is calculated using Adjusted net debt at 31 December 2025 of
£55.6m and Adjusted EBITDA for the financial year ended 31 December 2025 of
£35.2m.

(6) Cash conversion is the percentage of adjusted EBITDA converted to
adjusted cash from operating activities

(7)Current market expectations of Adjusted EBITDA for the financial year
ending 31 December 2026 are £35.3m to £38.0m.

 

 

Stephen Hemsley, Executive Chairman, commented:

 

"The Group delivered a creditable, resilient performance in 2025, achieving
increased System sales and cash generative, earnings growth. This reflects the
demand for our largely non-discretionary services. Our balanced international
portfolio and the significant progress made in sector diversification has more
than offset challenging conditions in certain European sectors.

 

"We have made significant progress with the implementation of our One
Franchise Brands strategic initiative, which is expanding our revenue streams
and enhancing efficiency across the Group.  These initiatives strengthen our
position for an improvement in our markets, including the anticipated
infrastructure investment in Germany and the UK, as we accelerate the
integration of the Group's businesses, drive operational gearing and
deleverage. While we are mindful of the geopolitical backdrop, the Board
continues to expect a full year performance within the current range of
analyst forecasts."

 

Enquiries:

 

 Franchise Brands plc                                                 + 44 (0) 1625 813231
 Stephen Hemsley, Executive Chairman

 Peter Molloy, CEO
 Andrew Mallows, CFO
 Julia Choudhury, Corporate Development Director

 Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)  +44 (0) 20 7710 7600
 Matthew Blawat
 Jason Grossman

 Allenby Capital Limited (Joint Broker)                               +44 (0) 20 3328 5656
 Jeremy Porter / Ashur Joseph (Corporate Finance)
 Amrit Nahal / Joscelin Pinnington (Sales & Corporate Broking)

 Dowgate Capital Limited (Singer Capital Markets)                     +44 (0) 20 7496 3000

 (Joint Broker)
 James Serjeant
 Paul Richards

 Amber Higgs

 MHP Group (Financial PR)                                             +44 (0) 20 3128 8100
 Katie Hunt / Hugo Harris                                             +44 (0) 7884 494112
                                                                      franchisebrands@mhpgroup.com

 

About Franchise Brands plc

Franchise Brands (FTSE AIM UK 50) is an international, multi-brand franchisor
focused on B2B van-based service with seven franchise brands and a presence in
10 countries across the UK, North America and Europe. The Group is focused on
building market-leading businesses primarily via a franchise platform model
and has a combined network of nearly 600 franchise partners.

 

The Company owns several market-leading brands with long trading histories,
including Pirtek in Europe, Filta, Metro Rod and Metro Plumb, all of which
benefit from the Group's central support services, particularly technology,
marketing, and finance. At the heart of Franchise Brands' business-building
strategy is helping its franchisees grow their businesses: "as they grow, we
grow".

 

Franchise Brands employs just over 600 people across the Group and there are
over 3,000 people employed in the franchise community.

 

For further information, visit www.franchisebrands.co.uk
(https://protect.checkpoint.com/v2/___http:/www.franchisebrands.co.uk___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo5NTNkZjRiZThjNjgxOWVhNjViNWFhNTA0YjM5ODk3MDo2OjY2OGY6NDViNTkzMDg4YjAxZGMxOGUwYzc1MWJhZTI5ZDAyZmUyYWI4N2YwZGE5NGFiODE1NTJjNTBkZmI2ZTY4M2Q1NjpwOkY6Tg)

 

CHAIRMAN'S STATEMENT

 

The Group delivered a resilient performance in 2025, as the benefits of some
of our One Franchise Brands' initiatives started to be realised, mitigating
challenging macroeconomic conditions in certain European sectors. The Group
also benefited from the essential nature of the majority of its services and
its international diversification across its portfolio of market-leading
franchise brands, with Filta International in the US performing strongly. The
Group's robust cash generation continues to support the planned deleveraging
alongside ongoing investment for growth and shareholder returns.

 

The integration of the Group to establish a platform of efficient group-wide
systems continues to progress well. The One Franchise Brands strategic
initiative is achieving its objectives of broadening and deepening our
customer base, increasing sector diversification, and establishing a more
efficient overhead structure. We have made good progress on the rollout of the
Group-wide technology initiatives with the finance system and CRM now live and
in use across the majority of businesses. The works management system for
Pirtek continues to be developed and will be rolled out during 2026 to
synchronise with the end of contracts on the legacy systems. The Group's clear
strategic focus remains to accelerate the pace of integration, drive
operational gearing and deleverage.

 

Capital allocation

 

Capital allocation decisions will balance deleveraging, maintaining a
progressive dividend policy and investment in the organic expansion of the
Group. As debt reduces, we will also consider purchasing our own shares when
this covers share option dilution and enhances earnings per share.

 

As previously stated, the Board does not anticipate making any further
significant acquisitions until the outstanding debt is substantially repaid
and the integration of the existing group is complete, with the benefits of
integration being delivered. As part of our ongoing review of capital
allocation and, given the considerable medium-term potential of our key B2B
franchise networks, we are now actively reviewing the strategic fit of
businesses that no longer support the growth of the B2B franchise channels
and/or are unlikely to deliver shareholder value in an acceptable timeframe.
The Board is, therefore, considering the sale of certain businesses and
capital generated through such disposals will be applied to accelerate debt
repayment.

 

In the January trading update, the Company announced its intention to launch a
new share buy-back programme of up to £10m, subject to obtaining certain
consents. This programme will replace the previous £5m programme, announced
in October 2024, of which circa £2.6m had been invested. In keeping with
our overriding objective of deleveraging, the use of the new facility will
continue to be used opportunistically to buy shares into the EBT to cover
future option dilution and to purchase shares for treasury or cancellation
where this is earnings-enhancing, and it is considered the best use of
capital.

 

Trading venue

 

In line with the Company's statements in October 2024 and August last year,
the Board has continued to assess the most appropriate market for the
Company's shares. The Board has valued the feedback received from shareholders
and has seen sustained institutional interest in the Company within the AIM
market.

 

Taking these factors into account and balancing the potential benefits of a
move against the additional demands and costs associated with a Main Market
listing, the Board has concluded that remaining on AIM is currently in the
best interests of shareholders. We, therefore, now confirm that we have no
current intention to seek a transfer to the Main Market.

 

 

Outlook

 

Global macro conditions remain uncertain, but our business continues to
demonstrate strong underlying resilience. Our focus on essential,
non‑discretionary services - delivered across ten countries and
approximately 1.5 million jobs a year - and strong customer retention provides
a highly diversified, stable foundation even in a volatile environment.

 

Early 2026 trading has continued to be varied with a continued strong
performance in the US, with Filta International benefitting from a strong Used
Cooking Oil ("UCO") price and our shift to royalty‑based income. In Europe,
volumes continued to be subdued, affected in part by the more severe winter
weather in the early part of the year and continued macro-economic
uncertainty.

 

While mindful of the geopolitical backdrop, we believe current System sales
expectations continue to be realistic with room for improvement, and the
accelerated integration of the Group gives us confidence in our cost control.
On this basis, the Board continues to expect a full year performance for the
year ending 31 December 2026 within the current range of analyst forecasts.

 

Initiatives to expand revenues across a more diversified customer base, sell
more services to existing customers and enhance the quality of earnings and
efficiency across the Group position it well for an improvement in its
markets, including anticipated infrastructure investment in Germany and the
UK.

 

 

 

Conclusion

 

In many of my recent Chairman's statements, I have referenced challenging
trading conditions, and unfortunately that was also the backdrop to 2025.
However, I believe we delivered a creditable performance, and this was
entirely due to the determination, flexibility and sheer hard work of our
franchise partners and corporate teams. As ever, my heartfelt thanks to them
all.

 

 

Stephen Hemsley

Executive Chairman

 

 

OPERATIONAL REVIEW

 

The focus of the Operational Review is the financial and business performance
from System sales to Adjusted EBITDA. The Group's divisional trading results
may be summarised as follows:

 

                                         Water & Waste      Filta                      Inter-company
                               Pirtek    Services           Int'l     B2C      Azura   elimination    2025
                               £'000     £'000              £'000     £'000    £'000   £'000          £'000
 System sales                  193,470   110,521            107,515   24,503   386     (1,410)        434,985
 Statutory revenue             63,978    45,323             30,516    5,338    386     (3,389)        142,152
 Cost of sales                 (22,159)  (18,882)           (18,908)  (786)    -       3,341          (57,394)
 Gross profit                  41,819    26,441             11,608    4,552    386     (48)           84,758
 GM%                           65%       58%                38%       85%      100%    1%             60%
 Administrative expenses       (22,624)  (14,604)           (4,580)   (2,601)  (730)   48             (45,091)
 Divisional EBITDA             19,195    11,837             7,028     1,951    (344)   -              39,667

 Group Overheads               -         -                  -         -        -       -              (4,422)

 Adjusted EBITDA               -         -                  -         -        -       -              35,245
 Adjusted EBITDA/System sales                                                                         8.1%

 

 

 

                               Pirtek    Water & Waste      Filta                      Inter-company

                                         Services           Int'l     B2C      Azura   elimination    2024
                               £'000     £'000              £'000     £'000    £'000   £'000          £'000
 System sales                  190,984   110,270            97,826    25,972   808     (285)          425,575
 Statutory revenue             63,913    46,054             25,597    5,752    808     (2,918)        139,206
 Cost of sales                 (22,010)  (19,661)           (15,691)  (1,001)  (0)     2,476          (55,887)
 Gross profit                  41,903    26,393             9,906     4,751    808     (442)          83,319
 GM%                           66%       57%                39%       83%      100%    15%            60%
 Administrative expenses       (21,978)  (15,282)           (3,913)   (2,546)  (764)   442            (44,041)
 Divisional EBITDA             19,925    11,111             5,993     2,205    44      -              39,278

 Group Overheads               -         -                  -         -        -       -              (4,157)

 Adjusted EBITDA               -         -                  -         -        -       -              35,121
 Adjusted EBITDA/System sales                                                                         8.3%

 

System sales are a primary Key Performance Indicator ("KPI") of the Group and
are considered a valuable indicator of Group performance as it allows total
sales to end customers to be visible on a comparable basis across all Group
businesses. System sales comprise the underlying sales of the Group's
franchise partners and the statutory revenue of the Direct Labour
Organisations ("DLOs"). In 2025, System sales increased by 2% to £435.0m
(2024: £425.6m). 2024 System sales were restated to £425.6m from £418.5m as
certain Pirtek DLO operations were not included in System sales disclosures in
the prior year.

 

Statutory revenue increased by 2.1% to £142.2m (2024: £139.2m). Statutory
revenue comprises many different types of revenue calculated on different
bases and is not a KPI used in the operational management of the Group.

 

Administrative expenses were well controlled and increased by 2%. Adjusted
EBITDA, which is the main KPI of the business, increased by 0.4% to £35.2m
(2024: £35.1m). Operational gearing (Adjusted EBITDA/System sales) reduced
marginally to 8.1% (2024: 8.3%).

 

Pirtek Europe

 

Pirtek operates in eight European countries: the UK & Ireland, Germany
& Austria, the Netherlands & Belgium (Benelux) France and Sweden. In
the major markets of the UK & Ireland, Germany & Austria, and Benelux,
the business is mostly franchised, whereas the operations in France and Sweden
are corporately operated. The franchised operations account for 91% of
Pirtek's System sales and 97% of Adjusted EBITDA.

 

The sterling results for Pirtek Europe in 2025 may be summarised as follows:

 

 

 Pirtek                        2025      2024      Change
                               £'000     £'000     %
 System sales                  193,470   190,984   1%
 Statutory revenue             63,978    63,913    0%
 Cost of sales                 (22,159   (22,010)  1%
 Gross profit                  41,819    41,903    (0%)
 GM%                           65%       66%       (0%)
 Administrative expenses       (22,624)  (21,978)  3%
 Adjusted EBITDA               19,195    19,925    (4%)
 Adjusted EBITDA/System sales  9.9%      10.4%

 

The Pirtek Europe division generated total System sales of £193.5m, an
increase of 1% (2024: £191.0m). Reactive sales held up well as a result of
the successful diversification of the sectors serviced, mitigating project
work and other discretionary spending which continued to be subdued. We
consider the System sales growth achieved by Germany & Austria, our second
largest market, creditable given the demanding macro-economic environment. The
UK construction and plant hire sector remained challenging during the year,
and this impacted System sales for the UK & Ireland.

 

 System sales           2025     2024     Change %

                        £'000    £'000
 UK & Ireland           82,741   83,201   (1%)
 Germany & Austria      69,990   67,287   4%
 Benelux                30,431   30,027   1%
 France                 7,906    7,779    2%
 Sweden                 2,402    2,690    (11%)
 Total                  193,470  190,984  1%

 

 

The underlying local currency System sales growth may be analysed as follows:

 System sales               2025 '000  2024 '000  Change %

 Local currency
 UK & Ireland GBP           82,741     83,201     (1%)
 Germany & Austria €        81,715     79,618     3%
 Benelux €                  35,547     35,534     0%
 France €                   9,225      9,201      0%
 Sweden SEK                 30,940     36,482     (15%)

 

 

UK & Ireland's System sales (which accounted for 43% of total System
sales) declined modestly. Reactive job numbers held up, but the average order
value ("AOV") reduced slightly, reflecting softness in the market for small
projects. The strategic targeting of growth sectors, including rail, mining
& quarrying and public services, all of which experienced double-digit
System sales growth, provided some mitigation for the 3% decline in
construction and plant hire. The business demonstrated a high level of
resilience in terms of customer retention of national accounts. Good progress
was also made to expand the range of services into ram and cylinder repairs,
Total Hose Management ("THM"), air conditioning re-gassing and environmental
treatment for oil spills.

Germany & Austria's System sales (which accounted for 36% of total System
sales) increased by 3% in local currency. Against the backdrop of a
challenging manufacturing environment, the business successfully targeted
under-represented sectors. System sales in the industrial services sector
increased 9%, driven by Total Hose Management work ("THM").  Other sectors
which experienced good levels of growth were: rail, as a result of the
overhaul and expansion of the German rail network (up 8%);
infrastructure-related construction work, such as pipelines and roads (up 7%);
and waste and recycling (up 4%). System sales in Maritime, a smaller sector,
increased 9%. System sales in Manufacturing, the second largest sector in
Germany & Austria, decreased 4%. The business saw a significant increase
in sales for additional hydraulic services, such as repair of pressure and
hydraulic accumulators, cylinder repairs, piping, and oil filtration (up 22%).
THM grew 5% and accounted for 19% of total System sales in Germany &
Austria.

System sales in Benelux (which accounted for 16% of System sales) were flat
in local currency. The business benefited from an increase in
construction-related infrastructure projects, up 6%. Double-digit growth was
achieved in the waste management and agricultural sectors. The strategic
targeting of growth sectors helped provide some mitigation for continued
weakness in the core construction and plant hire, and heavy industrial
sectors. The business demonstrated a high level of resilience in terms of
customer retention.  It also further expanded its range of services with more
customers taking THM and preventative maintenance services, which grew by 6%.

 

The performance of the non-franchised, DLO operations in
France and Sweden (which accounted for a combined 5% of System sales)
remains challenging. System sales in France were flat against a stronger
comparative in 2024, driven by the Paris Olympics. The Swedish economy remains
challenging with core construction and plant hire sectors experiencing a
further contraction, and this contributed to a decline in overall System sales
of 15%.

Adjusted EBITDA on a country basis may be summarised as follows:

 

 Adjusted EBITDA £      2025 Actual £000s   2024 Actual £000s   Change %
 UK                     9,937               10,098              (2%)
 Germany & Austria      6,251               6,212               1%
 Benelux                3,786               3,942               (4%)
 France                 17                  177                 (90%)
 Sweden                 (18)                313                 -
 Division overheads     (778)               (817)               (5%)
 Total                  19,195              19,925              (4%)

 

Adjusted EBITDA decreased 4% to £19.2m (2024: £19.9m), which is a
disappointing performance, albeit in challenging market conditions. The ratio
of Adjusted EBITDA to System sales decreased from 10.4% to 9.9% as a result of
the 3% growth in administrative expenses and 1% System sales growth.

 

The underlying performance of each country, in local currency can be analysed
as follows:

 

 Adjusted EBITDA            2025 Actual '000  2024 Actual '000  Change %

Local Currencies
 UK GBP                     9,937             10,098            (2%)
 Germany & Austria €        7,284             7,341             (1%)
 Benelux €                  4,427             4,666             (5%)
 France €                   13                206               (94%)
 Sweden SEK                 (203)             4,240             (105%)
 Group overheads GBP        (778)             (817)             (5%)

 

The performance of Germany & Austria is considered creditable against a
very challenging macro-economic environment in 2025 and positions the business
well for 2026. The UK and Benelux businesses experienced modest declines in
Adjusted EBITDA.

 

Administrative expenses for the Pirtek division were well controlled and
increased by 3% to £22.6m (2024: £22.0m). These increases were across all
Pirtek businesses with the biggest impact being in the UK and Germany where
additional investment was allocated for Group-wide IT initiatives. As a result
of continued Group integration, divisional overheads reduced 5%.

 

Water and Waste Services division

                          Metro Rod  Willow Pumps      Filta UK  2025      Metro Rod  Willow Pumps  Filta UK  2024          Change  Change
                          £'000      £'000             £'000     £'000     £'000      £'000         £'000     £'000         £'000   %
 System sales             79,444     19,212            11,865    110,521   79,410     18,296        12,564    110,270       251     0%
 Statutory revenue        18,443     19,212            7,668     45,323    18,408     18,296        9,350     46,054        (731)   (2%)
 Cost of sales            (2,086)    (12,654)          (4,142)   (18,882)  (2,353)    (11,911)      (5,397)   (19,661)      779     (4%)
 Gross profit             16,357     6,558             3,526     26,441    16,055     6,385         3,953     26,393        48      0%
 GM%                      89%        34%               46%       58%       87%        35%           42%       57%           1%      2%
 Administrative expenses  (8,604)    (4,301)           (1,699)   (14,604)  (8,023)    (4,424)       (2,835)   (15,282)      678     (4%)
 Adjusted EBITDA          7,753      2,257             1,827     11,837    8,032      1,961         1,118     11,111        726     7%

 

The Water & Waste Services division continues to become more integrated
and grow its franchise focus by expanding its franchise networks and reducing
its DLO operations.

Metro Rod

 

                          2025     2024     Change  Change
                          £'000    £'000    £'000   %
 System sales             79,444   79,410   34      0%
 Statutory revenue        18,443   18,408   35      0%
 Cost of sales            (2,086)  (2,353)  267     (11%)
 Gross profit             16,357   16,055   302     2%
 GM%                      89%      87%      1%      2%
 Administrative expenses  (8,604)  (8,023)  (581)   7%
 Adjusted EBITDA          7,753    8,032    (279)   (3%)

 

Metro Rod includes Metro Plumb and Kemac. Metro Rod System sales were flat at
£79.4m (2024: £79.4m). While the number of jobs carried out reduced by 10%,
the AOV increased 9% as part of a targeted move to higher quality work. Gross
profit increased 2% as a result of a 2% improvement in the gross profit
percentage to 89% (2024: 87%) reflecting the franchising of the DLO in North
Scotland. Tanker sales increased 7% and pump sales 9%, and together account
for 24% of Metro Rod System sales (2024: 22%).

The business made good progress in sector diversification targeting housing
associations, food manufacturing and transportation, and in developing planned
work which increased 7%. Administrative expenses increased by 7% primarily as
a result of reallocated central IT support charges, which are now charged on a
usage basis which added £0.4m to this cost. Adjusted EBITDA reduced modestly
to £7.8m (2024: £8.0m) as a result.

Metro Plumb System sales declined by 4% (2024: 14%). This was largely due to a
large national account moving to self-deliver a large proportion of their
work. Franchisees continued to expand their service offerings to include gas
and air-source heat pumps.

 

Willow Pumps

 

                          2025      2024      Change  Change
                          £'000     £'000     £'000   %
 Statutory revenue        19,212    18,296    916     5%
 Cost of sales            (12,654)  (11,911)  (743)   6%
 Gross profit             6,558     6,385     173     3%
 GM%                      34%       35%       (1%)    (2%)
 Administrative expenses  (4,301)   (4,424)   123     (3%)
 Adjusted EBITDA          2,257     1,961     296     15%

 

Willow Pumps performed strongly in 2025 with statutory revenue increasing by
5% to £19.2m (2024: £18.3m). The business benefited from the growing
maturity of its Special Projects division, introduced in 2024, which has now
been fully embedded into the business. This has enabled the diversification of
the service offering to include large and complex infrastructure projects.

 

The more traditional parts of the business also performed well with a growth
in Service revenue and contracted planned maintenance. The business also
benefited from the transfer of pump work from Filta Pumps to ensure the most
economical divisional method of delivery and an improved customer experience.

 

Gross margin reduced slightly, primarily due to a change in the way in which
margin is recognised on longer-term contracts. Overheads decreased by 3% as a
result of the elimination of Metro Rod Exeter overheads, which Willow Pumps
had operated corporately. As a result, Adjusted EBITDA increased 15% to £2.3m
(2024: £2.0m).

 

Filta UK

 

                          2025                 2024                 Change   Change
                          £'000                £'000                £'000    %
 System sales                    11,865               12,564        (699)    (6%)
 Statutory revenue        7,668                9,350                (1,682)  (18%)
 Cost of sales            (4,142)              (5,397)              1,255    (23%)
 Gross profit             3,526                3,953                (427)    (11%)
 GM%                      46%                  42%                  4%       9%
 Administrative expenses  (1,699)              (2,835)              1,136    (40%)
 Adjusted EBITDA          1,827                1,118                709      63%

 

Filta UK comprises the Filta Environmental franchise network, the Filta Seal
DLO and some remaining Fats, Oil and Grease ("FOG") installation work
undertaken by direct labour.

In line with the Group's ambition to reduce DLO work where possible, all FOG
servicing work and approximately half of the installation work has been
transferred to franchise partners. As only the Management Service Fee ("MSF")
paid by franchise partners is recognised in Statutory revenue this metric has
declined year-on-year. All pump work has also been transferred to Willow
Pumps, but is still invoiced from Filta at a zero margin. As a result, the
double counting of the System sales in both businesses is eliminated in the
consolidation.

System sales at Filta declined 6% to £11.9m (2024: £12.6m), driven by a
reduction in FOG installations due to the slowdown in a large national account
roll-out programme and reduced discretionary spending with Filta Seal.

As a result of these developments, Filta UK has become increasingly integrated
within the Water & Waste Services division, which has enabled
transactional finance to move to the Metro Rod Support Centre. This allowed
the sale of a freehold property previously used by the Filta team which
generated a profit of £0.6m. Overall, these efficiencies resulted in a 40%
decrease in administrative expenses and a 63% increase in Adjusted EBITDA.
Even excluding the profit on the sale of the freehold property, underlying
Adjusted EBITDA increased by 14%.

 

Filta International

 

                          US Franchisor  US DLO  Europe  2025      North America  Europe  2024      Change   Change
                          £'000          £'000   £'000   £'000     £'000          £'000   £'000     £'000    %
 System sales             103,107        991     3,417   107,515   94,446         3,380   97,826    9,689    10%
 Statutory revenue        29,255         917     344     30,516    25,029         568     25,597    4,919    19%
 Cost of sales            (18,142)       (671)   (95)    (18,908)  (15,419)       (272)   (15,691)  (3,217)  21%
 Gross profit             11,113         246     249     11,608    9,610          296     9,906     1,702    17%
 GM%                      38%            27%     72%     38%       38%            52%     39%       (1%)     (2%)
 Administrative expenses  (4,048)        (255)   (277)   (4,580)   (3,601)        (312)   (3,913)   (667)    17%
 Adjusted EBITDA          7,065          (9)     (28)    7,028     6,009          (16)    5,993     1,035    17%

 

Filta International comprises the Filta franchise networks in North America
and Europe. During the year, following the cessation of a franchise agreement
in respect of three territories in Kentucky and Indiana, the Support Centre
assumed management of two of these operations, and one was immediately assumed
by another franchise partner. The remaining two territories are now reported
as a DLO, of which one has subsequently been sold.

System sales in North America increased by 9% to £103.1m (2024: £94.4m) and
by 13% in local currency to $136.1m (2024: $120.9m), benefiting from a
supportive macro-environment. Excluding the revenue from the sale of used
cooking oil ("UCO"), underlying Systems sales grew by 7% to £85.3m (2024:
£79.6m) and in local currency by 11% to $112.6m (2024: $101.9m).

Good traction continues to be made with the FiltaMax strategic growth
initiative in the 55 metro markets, where the range of services is being
expanded and franchise partners are being upgraded. The business experienced
continued momentum in growing the royalty-based FiltaGold and FiltaClean
services, which now account for 23% of System sales (2024: 20%).

Good progress is also being made in converting the franchise partners onto a
royalty-only model and away from the historic fixed monthly fee on each Mobile
Filtration Unit ("MFU"). 45% of franchise partners are now on a
percentage-based royalty and approximately 68% of System sales are now subject
to a royalty.

Sales of UCO in 2025 increased by 20% to £17.8m (2024: £14.8m) and by 24% in
local currency to $23.5m (2024: $19.0m). This resulted from a rise in the
price of UCO of 12% in local currency and an 11% increase in volume.

Administrative expenses in the US franchisor increased by 12%, primarily due
to an increase in professional fees related to the departure of a franchisee
and the creation of the DLO referred to above. Adjusted EBITDA of the US
franchisor grew by 17.6% to £7.1m (2024: £6.0m), and on a local currency
basis by 21% to $9.3m (2024: $7.7m).

Filta Europe was sold to a master franchisee at the end of Q1 2025 and System
sales are those achieved by the master franchisee in the territory and revenue
represents our MSF.

 

B2C division

 

                          2025     2024     Change   Change
                          £'000    £'000    £'000    %
 System sales             24,503   25,972   (1,469)  (6%)
 Statutory revenue        5,338    5,752    (414)    (7%)
 Cost of sales            (786)    (1,001)  215      (22%)
 Gross profit             4,552    4,751    (199)    (4%)
 GM%                      85%      83%      3%       3%
 Administrative expenses  (2,601)  (2,546)  (55)     2%
 Adjusted EBITDA          1,951    2,205    (254)    (12%)

 

The B2C division includes ChipsAway, Ovenclean, and Barking Mad B2C brands.
Its income is derived primarily from monthly fees paid by franchisees for
using the brands and from the fees generated on recruiting new franchisees.

2025 remained challenging for franchisee recruitment and retention. 21 new
franchisees were recruited (2024: 24), and 50 franchisees left the system
(2024: 53), resulting in a net decline of 29 franchisees (2024: 29). As a
result, the total number of franchisees reduced by 29 to 269 (2024: 298).

Gross profit declined by 4% due to lower monthly fee income on the reduced
franchise base and the lower income from franchise recruitment. Strict cost
control resulted in an increase in administrative expenses of only 2%. As a
result Adjusted EBITDA declined by 12% to £2.0m (2024: £2.2m).

 

Azura

                          2025    2024    Change  Change
                          £'000   £'000   £'000   %
 System sales             386     808     (422)   (52%)
 Statutory revenue        386     808     (422)   (52%)
 Cost of sales            -       -       -       0%
 Gross profit             386     808     (422)   (52%)
 GM%                      100%    100%    0%      0%
 Administrative expenses  (730)   (764)   34      (4%)
 Adjusted EBITDA          (344)   44      (388)   (882%)

 

 

Statutory revenue is comprised of third-party income of £0.4m (2024: £0.4m)
and charges to Group companies of £0.0m (2024: £0.4m). The Azura resources
are currently focused on supporting the development and rollout of the One
Works Management system to the Pirtek businesses.  When completed, Azura will
generate revenues which were previously paid to third-party software
providers, and the capitalised cost will be amortised. Throughout the year the
charges to Group companies were temporarily suspended during ongoing
development work.

 

One Franchise Brands

The One Franchise Brands strategic initiative has enabled the Group to develop
sales opportunities across its businesses by sharing knowledge and expertise
and working more smartly. This has reduced sector dependency and increased
diversification. This initiative has also deepened and broadened customer
relationships by providing a wider range of services.

Good progress was made establishing a platform of efficient Group-wide systems
which can drive greater efficiency. The Group-wide finance system (NetSuite)
has been deployed and is live across the majority of the Group and will
facilitate process improvements and efficiencies. The Group is already
benefiting from improved speed and quality of reporting.

The Group-wide CRM (HubSpot), the development of which was brought forward
into 2025 from a planned roll-out in 2026, has now been rolled out to all
major businesses. Once fully integrated, this system will provide both the
Group and our franchise partners with actionable, real-time insights to enable
sales growth to accelerate.

The Vision works management system is being rolled out to Pirtek on a phased
basis to avoid dual running costs with legacy systems and to ensure
functionality is optimised in each market. The rollout will be complete in
2026. In the meantime, the enhanced functionality the team at Azura has
developed for Pirtek is being rolled out at Metro Rod.

The technology and data standardisation of the Group's integrated systems
provides a platform for the application of Artificial Intelligence at scale.
As the IT strategy evolves, AI will become increasingly central. The current
investment is focused in two main areas: generative AI and agentic AI.

In generative AI, the focus is on generating new content for diverse use
cases, from creating marketing materials to developing software code. For
example, AI is being used to build software that automates repetitive
processes and enhances the efficiency and productivity of the Group's people.
Azura has also generated AI software tests that are able to validate their own
application software, resulting in faster time to market and higher quality
functionality.

 

In agentic AI, the focus is on building digital agents to augment and scale
the Group's teams. These digital agents will operate and further enhance
current processes, increasing productivity and availability by operating at
speed, learning continuously, and executing workflows precisely and at scale.
The agents are being tested at the front end of the process to speed up job
logging and acceptance, with the aim of deploying digital agents across a
wider range of the Group's processes to further enhance productivity.

 

The Group sees significant future potential to deploy AI to help drive
monitoring and predictive maintenance, providing customers with early alerts
to breakdown or when maintenance is required. Intelligent scheduling and route
optimisation are also being developed, which will help with demand
forecasting, dynamic dispatch and real-time updates.

 

Peter Molloy

CEO

 

FINANCIAL REVIEW

Summary statement of income

                                              2025        2024        Change     Change
                                              £'000       £'000       £'000      %
 System sales*                                434,985     425,575     9,410      2%
 Statutory revenue                            142,152     139,206     2,946      2%
 Cost of sales                                (57,394)    (55,887)    (1,507)    3%
 Gross profit                                 84,758      83,319      1,439      2%
 Administrative expenses                      (49,513)    (48,198)    (1,315)    3%
 Adjusted EBITDA                              35,245      35,121      124        0%
 Depreciation & amortisation of software       (6,146)     (6,072)    (74)       1%
 Finance expense                               (5,558)     (7,378)    1,820      (25%)
 Foreign exchange                             349         (386)       735        -
 Adjusted profit before tax                   23,890      21,285      2,605      12%
 Tax expense                                   (6,574)     (4,743)     (1,831)   39%
 Adjusted profit after tax                     17,316     16,542      774        5%
 Amortisation of acquired intangibles          (10,296)    (10,156)    (140)
 Share-based payment expense                   (874)       (1,480)     606
 Non-recurring items                          -           (444)       444
 Tax on adjusting items                       2,831       2,822       9
 Statutory profit                             8,977       7,284       1,693      23%
 Total Profit and Other Comprehensive Income  8,498       7,633       865        11%

 

*Restated to reflect 2024 year-end restatement as detailed in note 1 of the
2024 Annual Report

Adjusted EBITDA increased by 0.2% to £35.2m (2024: £35.1m) primarily as a
result of modest growth in System sales being offset by cost of sales and
overhead increases of 3% each.

Depreciation and amortisation of software decreased by 1% to £6.1m (2024:
£6.1m) demonstrating the capital light nature of the Group's substantially
franchised business.

The finance expense decreased by 25% to £5.6m (2024: £7.4m) due to debt
repayments and reductions in the base rate. The Group also took proactive
steps to reduce the cost of its banking facilities. The Group entered into a
UK pooling arrangement with its primary lender (HSBC) to allow it to offset
cash balances which previously attracted no interest. The Group subsequently
entered into an agreement with HSBC to provide the whole debt facility, which
reduced both the interest margin and the administrative costs of the previous
syndicate of four lenders.

The average interest rate payable in 2025 reduced to 6.4% (2024: 7.6%). The
interest margin at the start of 2025 was 2.5% but following both the reduction
in leverage ratio and our renegotiated margin, the interest margin had reduced
to 1.7% by the end of the year.

 

Foreign exchange differences reflect the realised and unrealised gains or
losses primarily associated with internal and external debt funding
arrangements for both the Pirtek acquisition and the Pirtek intercompany
loans.

The overall effective tax rate increased to 29.4% (2024: 20.9%) as a result of
higher tax rates in the US and in overseas operations.  The prior year also
included a credit related to a prior over-provision and the recognition of a
deferred tax asset.

Statutory profit after tax rose by 23% to £9.0m (2024: £7.3m).

 

Earnings per share

The Adjusted and basic EPS are shown in the table below:

                                        2025      EPS         2024                            EPS                  Change   Change
                                        £'000     p           £'000                           p                    p        %
 Adjusted profit after tax              17,316    9.00        16,542                          8.59                 0.41     4.8%
                                        (10,296)  (5.35)              (10,156)                     (5.28)

 Amortisation of acquired intangibles

                                                                                                                   (0.07)   1.3%
                                        (874)     (0.45)                  (1,480)                  (0.77)

 Share based payment                                                                                               0.32     (41.6%)

 Non-recurring costs                    -         -           (444)                           (0.23)               0.23     (100.0%)
 Tax on adjusting items                 2,831     1.47        2,822                           1.47                 0.00     0.0%
 Statutory profit after tax             8,977     4.67        7,284                           3.78                 0.89     23.4%

 

The total number of Ordinary Shares in issue on 31 December 2025 and 31
December 2024 was 193,784,080.

 

The Employee Benefit Trust ("EBT") started the period holding 1,247,122
Ordinary Shares, purchased 1,531,094 Ordinary Shares and disposed of 674,892
Ordinary Shares in respect of the exercise of employees' share options. The
EBT therefore ended the period holding 2,103,324 Ordinary Shares.

 

On 31 December 2025, there were 13,319,157 shares under option (6.9% of the
total number of Ordinary Shares), of which 3,551,310 had vested and were
exercisable.

 

The total number of Ordinary Shares in issue on 31 December 2025, net of the
EBT holding was 191,680,756 (31 December 2024: 192,536,958), and the basic
weighted average number of Ordinary Shares in issue for the year was
192,317,519 (2024: 192,221,395).

 

Adjusted basic EPS increased by 4.8% to 9.00p (2024: 8.59p), and basic
earnings per share increased by 23.4% to 4.67p (2024: 3.78p).

 

 

Cash flow and working capital

A summary of the Group cash flow for the period is set out in the table below.

                                                    2025      2024
                                                    £'000     £'000
 Adjusted EBITDA                                    35,245    35,121
 Non-recurring costs                                -         (444)
 Working capital movements                          (798)     (1,577)
 Adjusted cash generated from operations            34,447    33,100
 Taxes paid                                         (5,608)   (3,991)
 Purchases of PPE                                   (996)     (1,470)
 Proceeds from sale of PPE                          1,104     248
 Purchase/capitalisation of software                (2,104)   (1,657)
 Purchase of IP                                     -         (9)
 Net bank loans repaid                              (15,720)  (9,250)
 Overdraft utilised                                 7,542     -
 Interest paid bank and other loan                  (4,315)   (6,704)
 Lease payments                                     (4,391)   (4,264)
 Funds supplied to the EBT                          (2,000)   (300)
 Funds received from the EBT                        460       223
 Dividends paid                                     (4,711)   (4,429)
 Other net movements                                (1,270)   (776)
 Net cash movement                                  2,438     721
 Net cash at beginning of period                    12,921    12,278
 Exchange differences on cash and cash equivalents  (66)      (78)
 Net cash at end period                             15,293    12,921

 

The Group generated Adjusted cash from operating activities of £34.5m (2024:
£33.1m) resulting in a cash conversion rate of 98% (2024: 94%).

 

Taxes paid increased to £5.6m (2024: £4.0m) and relate to both the UK and
international quarterly payments.  The 2024 tax payments benefited from the
previously mentioned prior-year adjustments.

 

Property, Plant and Equipment purchases were £1.0m (2024: £1.5m) and related
primarily to plant and equipment additions in the DLO businesses. The software
purchases of £2.1m (2024: £1.7m) represent the capitalised component of our
ongoing investment in developing our global IT platform.

 

Bank loans repaid represented both the £7.5m term loan repayments and an
£8.0m repayment of the RCF. Interest paid reflects the cost of servicing this
debt.  Lease payments remain the same as the previous year.

 

Purchase of shares by the EBT of £2.0m relates to the re-commencement of the
share purchase programme announced in October 2024.

 

Dividends paid reflect the combined cash cost of the final 2024 dividend and
the 2025 interim dividend paid in 2025.

 

Net debt

 

The net debt of the Group may be summarised as follows:

                               31 December 2025  31 December 2024  Change   Change
                               £'000             £'000             £'000    %
 Cash                          15,293            12,921            2,372    18%
 Overdraft                     (7,542)           -                 (7,542)  (100%)
 Term loan                     (32,500)          (40,000)          7,500    (19%)
 RCF                           (29,465)          (37,431)          7,966    (21%)
 Loan fee                      653               689               (36)     (5%)
 Hire purchase debt            (2,006)           (1,266)           (740)    58%
 Adjusted (net debt)/net cash  (55,567)                            9,520    (15%)

                                                 (65,087)
 Other lease debt              (9,648)           (9,975)           327      (3%)
 (Net Debt) / Net cash         (65,215)          (75,062)          9,847    (13%)

 

During the year, the term loan balance was reduced by £7.5m (2024: £10.0m)
in accordance with the banking agreement and the RCF was reduced by £8.0m
(2024: increased by £0.5m). Adjusted net debt, the metric used in calculating
compliance with our banking covenants, reduced to £55.6m (31 December 2024:
£65.1m). This reduced the leverage ratio to 1.6x Adjusted EBITDA, down from
1.9x at the end of 2024, which was in line with management's expectations and
comfortably within banking covenants.

 

Dividend

The Board is pleased to propose a final dividend of 1.35 pence per share
(2024: 1.30p per share), giving a total dividend for the year of 2.50p (2024:
2.40p), an increase of 4%.  Subject to shareholder approval at the AGM on 30
April 2026, the final dividend will be paid on 22 May 2026 to those
shareholders on the register at the close of business on 8 May 2026.

 

Andrew Mallows

Chief Financial Officer

 

 

Consolidated statement of Comprehensive Income

 

For the year ended 31 December 2025

 

                                                                                   2025 Total  2024 Total
                                                                             Note  £'000       £'000
 Revenue                                                                     3     142,152     139,206
 Cost of sales                                                                     (57,394)    (55,887)
 Gross profit                                                                      84,758      83,319
 Adjusted earnings before interest, tax, depreciation, amortisation,               35,245      35,121
 share-based payments & non-recurring items ("Adjusted EBITDA")
 Depreciation and amortisation on right-of-use assets                        4     (4,969)     (4,837)
 Amortisation of software                                                    4     (1,177)     (1,235)
 Amortisation of acquired intangibles                                        4     (10,296)    (10,156)
 Share-based payment expense                                                       (874)       (1,480)
 Non-recurring items                                                         4     -           (444)
 Total administrative expenses                                                     (65,492)    (65,858)
 Net impairment losses on financial assets                                         (1,337)     (492)
 Operating profit                                                                  17,929      16,969
 Foreign exchange losses                                                           349         (386)
 Finance expense                                                                   (5,558)     (7,378)
 Profit before tax                                                                 12,720      9,205
 Tax expense                                                                       (3,743)     (1,921)
 Profit for the year attributable to equity holders of the Parent Company          8,977       7,284
 Other comprehensive (expense)/income
 Actuarial gains                                                                   31          12
 Exchange differences on translation of foreign operations                         (510)       337
 Total comprehensive (expense)/income attributable to equity holders of the        (479)       349
 Parent Company

 Total Profit and other comprehensive income for the year attributable to          8,498       7,633
 equity holders of the Parent Company

 Earnings per share
 Basic                                                                       5     4.67p       3.78p
 Diluted                                                                     5     4.64p       3.74p

 

 

Consolidated Statement of Financial Position

At 31 December 2025

 

                                                                      2025      2024
                                                                      £'000    £'000
 Assets
 Non-current assets
 Intangible assets                                                    286,178  295,536
 Property, plant and equipment                                        4,334    4,667
 Right-of-use assets                                                  11,601   11,106
 Contract acquisition costs                                           424      454
 Trade and other receivables                                          2,633    333
 Total non-current assets                                             305,170  312,096

 Current assets
 Inventories                                                          7,265    7,577
 Trade and other receivables                                          43,949   40,217
 Contract acquisition costs                                           86       98
 Current tax asset                                                    908      390
 Cash and cash equivalents                                            15,293   12,921
 Total current assets                                                 67,501   61,203
 Total assets                                                         372,671  373,299
 Liabilities
 Current liabilities
 Overdraft                                                            7,542    -
 Trade and other payables                                             35,652   31,018
 Loans and borrowings                                                 9,681    9,311
 Obligations under leases                                             3,250    3,062
 Deferred income                                                      1,335    2,237
 Current tax liability                                                1,091    778
 Total current liabilities                                            58,551   46,406

 Non-current liabilities
 Loans and borrowings                                                 51,631   67,431
 Obligations under leases                                             8,404    8,179
 Deferred income                                                      3,205    1,892
 Deferred tax liability                                               29,366   30,828
 Total non-current liabilities                                        92,606   108,330
 Total liabilities                                                    151,157  154,736
 Total net assets                                                     221,514  218,563
 Issued capital and reserves attributable to owners of the Company
 Share capital                                                        969      969
 Share premium                                                        131,131  131,131
 Share-based payment reserve                                          4,080    3,213
 Merger reserve                                                       69,754   69,754
 Translation reserve                                                  (149)    361
 EBT reserve                                                          (4,296)  (2,756)
 Retained earnings                                                    20,025   15,891
 Total equity attributable to equity holders                          221,514  218,563

 

 

Company Statement of Financial Position

At 31 December 2025

                                                                      2025      2024
                                                                      £'000    £'000
 Assets
 Non-current assets
 Investment in group companies                                        209,468  208,905
 Property, plant and equipment                                        8        7
 Right-of-use assets                                                  22       -
 Total non-current assets                                             209,498  208,912

 Current assets
 Trade and other receivables                                          104,783  102,459
 Cash and cash equivalents                                            3        1,585
 Total current assets                                                 104,786  104.044
 Total assets                                                         314,284  312,956
 Liabilities
 Current liabilities
 Overdraft                                                            7,542    -
 Trade and other payables                                             37,686   27,945
 Loans and borrowings                                                 9,681    9,311
 Obligations under leases                                             6        -
 Total current liabilities                                            54,915   37,256
 Non-current liabilities
 Loans and borrowings                                                 51,631   67,431
 Obligations under leases                                             15       -
 Total non-current liabilities                                        51,646   67,431
 Total liabilities                                                    106,561  104,687
 Net assets                                                           207,723  208,269
 Issued capital and reserves attributable to owners of the Company
 Share capital                                                        969      969
 Share premium                                                        131,131  131,131
 Share-based payment reserve                                          4,080    3,213
 Merger reserve                                                       69,634   69,634
 EBT reserve                                                          (4,296)  (2,756)
 Retained earnings                                                    6,205    6,078
 Total equity attributable to equity holders                          207,723  208,269

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

 

                                                                              2025      2024
                                                                        Note  £'000     £'000
 Cash flows from operating activities
 Profit for the year                                                          8,977     7,284
 Adjustments for:
 Depreciation of property, plant and equipment                                1,278     1,122
 Depreciation of right-of-use assets                                          3,691     3,715
 Amortisation of software & other intangibles                                 1,177     1,235
 Amortisation of acquired intangibles                                         10,296    10,156
 Stock provision adjustment                                                   -         (313)
 Non-recurring costs                                                          -         (491)
 Share-based payment expense                                                  874       1,480
 Gain on disposal of property, plant and equipment                            (699)     (102)
 Current service cost - DBO                                                   17        (18)
 Finance expense                                                              5,558     7,378
 Exchange differences on translation of foreign operations                    (387)     357
 Tax expense                                                                  3,743     1,921
 Operating cash flow before movements in working capital                      34,525    33,724
 (Increase)/decrease in trade and other receivables                           (5,268)   421
 (Increase)/decrease in inventories                                           123       (344)
 Increase/(decrease) in trade and other payables                              4,347     (1,654)
 Cash generated from operations                                               33,727    32,147
 Corporation taxes paid                                                       (5,608)   (3,991)
 Net cash generated from operating activities                                 28,119    28,156
 Cash flows from investing activities
 Purchases of property, plant and equipment                                   (996)     (1,470)
 Proceeds from the sale of property, plant and equipment                      1,104     248
 Purchase of software                                                         (2,104)   (1,657)
 Purchase of Intellectual Property                                            -         (9)
 Loans to franchisees                                                         (973)     (164)
 Loans to franchisees repaid                                                  423       341
 Net cash used in investing activities                                        (2,546)   (2,711)
 Cash flows from financing activities
 Bank loans - received                                                        2,520     2,000
 Bank loans - repaid                                                          (18,240)  (11,250)
 Overdraft                                                                    7,542     -
 Capital element of lease liability repaid                                    (3,778)   (3,666)
 Interest paid - bank and other loan                                          (4,315)   (6,704)
 Interest paid - leases                                                       (613)     (598)
 Proceeds from sale/(purchase) of shares by the Employee Benefit Trust        (1,540)   (77)
 Dividends paid                                                         6     (4,711)   (4,429)
 Net cash absorbed from financing activities                                  (23,135)  (24,724)
 Net increase in cash and cash equivalents                                    2,438     721
 Cash and cash equivalents at beginning of year                               12,921    12,278
 Exchange differences on cash and cash equivalents                            (66)      (78)
 Cash and cash equivalents at end of year                                     15,293    12,921

 

RECONCILIATION OF CASH FLOW TO THE GROUP NET DEBT POSITION

 

                             Term Loan  Revolving credit facility  Overdraft facility  Lease liabilities  Total liabilities from financing activities  Cash    Total net cash / (net debt)
 Group                       £'000      £'000                      £'000               £'000              £'000                                        £'000   £'000
 At 1 January 2024           (49,251)   (36,908)                   -                   (9,388)            (95,547)                                     12,278  (83,269)
 Financing cash inflows      -          (2,000)                    -                   -                  (2,000)                                      -       (2,000)
 Financing cash outflows     10,000     1,250                      -                   4,264              15,514                                       -       15,514
 Leases interest expense     -          -                          -                   (598)              (598)                                        -       (598)
 Other cash flows            -          -                          -                   -                  -                                            721     721
 Cash items                  10,000     (750)                      -                   3,666              12,916                                       721     13,637
 Non-cash items
 Amortised loan fees         (60)       -                          -                   -                  (60)                                         -       (60)
 Foreign exchange movements  -          227                        -                   304                531                                          (78)    453
 Additions to new leases     -          -                          -                   (5,948)            (5,948)                                      -       (5,948)
 Disposals                   -          -                          -                   125                125                                          -       125
 At 1 January 2025           (39,311)   (37,431)                   -                   (11,241)           (87,983)                                     12,921  (75,062)
 Financing cash inflows      (2,500)    (20)                       (7,542)             -                  (10,062)                                     -       (10,062)
 Financing cash outflows     10,000     8,240                      -                   4,391              22,631                                       -       22,631
 Leases interest expense     -          -                          -                   (613)              (613)                                        -       (613)
 Other cash flows            -          -                          -                   -                  -                                            2,438   2,438
 Cash items                  7,500      8,220                      (7,542)             3,778              11,956                                       2,438   14,394
 Non-cash items
 Amortised loan fees         (36)       -                          -                   -                  (36)                                         -       (36)
 Foreign exchange movements  -          (254)                      -                   (386)              (640)                                        (66)    (706)
 Additions to new leases     -          -                          -                   (3,810)            (3,810)                                      -       (3,810)
 Disposals                   -          -                          -                   5                  5                                            -       5
 At 31 December 2025         (31,847)   (29,465)                   (7,542)             (11,654)           (80,508)                                     15,293  (65,215)

 

Company Statement of Cash Flows

For the year ended 31 December 2025

 

                                                                              2025      2024
                                                                        Note  £'000     £'000
 Cash flows from operating activities
 Profit for the year                                                          4,885     2,064
 Adjustments for:
 Depreciation of property, plant and equipment                                3         2
 Depreciation of right-of-use assets                                          7         -
 Management charges                                                           (4,164)   (4,428)
 Finance expenses                                                             5,052     6,761
 Tax expense                                                                  (1,451)   (1,584)
 Exchange differences on translation of foreign operations                    211       (230)
 Share-based payment expense                                                  304       203
 Operating cash flow before movements in working capital                      4,847     2,788
 (Increase)/decrease in trade and other receivables                           (672)     919
 Increase in trade and other payables                                         15,612    17,519
 Cash generated from operations                                               19,787    21,226
 Corporation taxes paid                                                       (2,486)   (50)
 Net cash generated from operating activities                                 17,301    21,176
 Cash flows from investing activities
 Purchases of property, plant and equipment                                   (4)       (9)
 Net cash used in investing activities                                        (4)       (9)
 Cash flows from financing activities
 Bank loans - received                                                        2,520     2,000
 Bank loans - repaid                                                          (18,240)  (11,250)
 Overdraft                                                                    7,542     -
 Capital element of lease liability paid                                      (8)       -
 Interest paid - bank and other loans                                         (4,440)   (6,701)
 Interest paid - leases                                                       (2)       -
 Proceeds from sale/(purchase) of shares by the Employee Benefit Trust        (1,540)   (77)
 Dividends paid                                                         6     (4,711)   (4,429)
 Net cash absorbed from financing activities                                  (18,879)  (20,457)
 Net increase/(decrease) in cash and cash equivalents                         (1,582)   710
 Cash and cash equivalents at beginning of year                               1,585     875
 Cash and cash equivalents at end of year                                     3         1,585

 

RECONCILIATION OF CASH FLOW TO THE COMPANY NET DEBT POSITION

 

                             Term      Revolving credit facility  Overdraft facility  Lease liabilities  Total liabilities from financing activities  Cash     Total net cash/(net debt)

                             Loan
 Group                       £'000     £'000                      £'000               £'000              £'000                                        £'000    £'000
 At 1 January 2024           (49,251)  (36,908)                   -                   -                  (86,159)                                     875      (85,284)
 Financing cash inflows      -         (2,000)                    -                   -                  (2,000)                                      -        (2,000)
 Financing cash outflows     10,000    1,250                      -                   -                  11,250                                       -        11,250
 Other cash flows            -         -                          -                   -                  -                                            710      710
 Cash items                  10,000    (750)                      -                   -                  9,250                                        710      9,960
 Non-cash items
 Amortised Loan Fees         (60)      -                          -                   -                  (60)                                         -        (60)
 Foreign exchange movements  -         227                        -                   -                  227                                          -        227
 At 1 January 2025           (39,311)  (37,431)                   -                   -                  (76,742)                                     1,585    (75,157)
 Financing cash inflows      (2,500)   (20)                       (7,542)             -                  (10,062)                                     -        (10,062)
 Financing cash outflows     10,000    8,240                      -                   10                 18,250                                       -        18,250
 Lease interest expense      -         -                          -                   (2)                (2)                                          -        (2)
 Other cash flows            -         -                          -                   -                  -                                            (1,582)  (1,582)
 Cash items                  7,500     8,220                      (7,542)             8                  8,186                                        (1,582)  6,604
 Non-cash items
 Amortised Loan Fees         (36)      -                          -                   -                  (36)                                         -        (36)
 Foreign exchange movements  -         (254)                      -                   -                  (254)                                        -        (254)
 Additions to new leases     -         -                          -                   (29)               (29)                                         -        (29)
 At 31 December 2025         (31,847)  (29,465)                   (7,542)             (21)               (68,875)                                     3        (68,872)

 

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

                                                     Share    Share premium  Share-based payment  Merger   Translation  EBT      Retained
                                                     capital  account        reserve              reserve  reserve      reserve  earnings  Total
 Group                                               £'000    £'000          £'000                £'000    £'000        £'000    £'000     £'000
 At 1 January 2024                                   969      131,131        1,936                69,754   24           (2,679)  12,901    214,036
 Profit for the year                                 -        -              -                    -        -            -        7,284     7,284
 Actuarial gain                                      -        -              -                    -        -            -        12        12
 Foreign exchange translation differences            -        -              -                    -        337          -        -         337
 Profit for the year and total comprehensive income  -        -              -                    -        337          -        7,296     7,633
 Contributions by and distributions to owners
 Shares issued                                       -        -              -                    -        -            -        -         -
 Dividend paid                                       -        -              -                    -        -            -        (4,429)   (4,429)
 Contributions to Employee Benefit Trust             -        -              -                    -        -            (77)     -         (77)
 Share-based payment                                 -        -              1,277                -        -            -        -         1,277
 Tax on share-based payment expense                  -        -              -                    -        -            -        123       123
 At 1 January 2025                                   969      131,131        3,213                69,754   361          (2,756)  15,891    218,563

 Profit for the year                                 -        -              -                    -        -            -        8,977     8,977
 Actuarial gain                                      -        -              -                    -        -            -        31        31
 Foreign exchange translation differences            -        -              -                    -        (510)        -        -         (510)
 Profit for the year and total comprehensive income  -        -              -                    -        (510)        -        9,008     8,498
 Contributions by and distributions to owners
 Shares issued                                       -        -              -                    -        -            -        -         -
 Dividend paid                                       -        -              -                    -        -            -        (4,711)   (4,711)
 Contributions to Employee Benefit Trust             -        -              -                    -        -            (1,540)  -         (1,540)
 Share-based payment                                 -        -              867                  -        -            -        -         867
 Tax on share-based payment expense                  -        -              -                    -        -            -        (163)     (163)
 At 31 December 2025                                 969      131,131        4,080                69,754   (149)        (4,296)  20,025    221,514

 

Company Statement of Changes in Equity

For the year ended 31 December 2025

 

                                                     Share    Share premium  Share-based payment  Merger   EBT      Retained
                                                     capital  account        reserve              reserve  reserve  earnings  Total
 Company                                             £'000    £'000          £'000                £'000    £'000    £'000     £'000
 At 1 January 2024                                   969      131,131        1,936                69,634   (2,679)  8,421     209,412
 Profit for the year and total comprehensive income  -        -              -                    -        -        2,064     2,064
 Contributions by and distributions to owners
 Dividend paid                                       -        -              -                    -        -        (4,429)   (4,429)
 Contributions to Employee Benefit Trust             -        -              -                    -        (77)     -         (77)
 Share-based payment                                 -        -              1,277                -        -        -         1,277
 Tax on share-based payment expense                  -        -              -                    -        -        22        22
 At 1 January 2025                                   969      131,131        3,213                69,634   (2,756)  6,078     208,269
 Profit for the year and total comprehensive income  -        -              -                    -        -        4,886     4,886
 Contributions by and distributions to owners
 Dividend paid                                       -        -              -                    -        -        (4,711)   (4,711)
 Contributions to Employee Benefit Trust             -        -              -                    -        (1,540)  -         (1,540)
 Share-based payment                                 -        -              867                  -        -        -         867
 Tax on share-based payment expense                  -        -              -                    -        -        (48)      (48)
 At 31 December 2024                                 969      131,131        4,080                69,634   (4,296)  6,205     207,723

 

 

Notes forming part of the Financial Statements

For the year ended 31 December 2025

 

1 Basis of preparation

The Group's financial statements have been prepared in accordance with
UK-adopted international accounting standards, in accordance with the
Companies Act 2006 as they apply to the financial statements of the Group for
the year ended 31 December 2025. The Group's consolidated financial statements
are prepared under the historical cost convention. The principal accounting
policies adopted are set out below and have been consistently applied to all
the years presented. The Group's financial statements are presented in
sterling and all values are rounded to the nearest thousand pounds (£'000s)
except where indicated.

 

The consolidated financial statements incorporate the results and net assets
of the Company and its subsidiary undertakings. Subsidiaries are consolidated
from the date of their acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date control ceases. All
inter-company transactions and balances between Group entities are eliminated
upon consolidation.

2 OPERATING SEGMENTS

The Group's operating segments are determined based on the Group's internal
reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been
determined to be the Chief Executive Officer, with support from the Board of
Directors, as the function primarily responsible for the allocation of
resources to segments and assessment of performance of the segments. The
business is organised along the lines of our Pirtek, Water & Waste
Services, Filta International and B2C businesses.

Therefore, the Board has determined that we have six different operating
segments:

·      Pirtek Europe, the franchise and direct labour operations of
Pirtek across eight European countries;

·      Water & Waste Services, which is made up of Metro Rod and
Metro Plumb, Willow Pumps and Filta UK;

·      Filta International, which is made up of Filta US and Filta
Europe;

·      B2C, which is made up of ChipsAway, Ovenclean and Barking Mad;

·      Azura, which is made up of the software business of Azura; and

·      Unallocated assets includes results from central administration
and non-trading companies; elimination of inter-company trading; and assets
and liabilities that are not directly attributable to a segment, or are not
able to be allocated on a reasonable basis.  This includes intangible assets
generated as part of business acquisitions.

The CODM uses Adjusted EBITDA, as reviewed at Board meetings and as part of
the Managing Directors' and Chief Financial Officer's weekly report to the
senior management team, as the key measure of segments' results as it reflects
the underlying performance for the financial year under evaluation.

                                              Pirtek        Water & Waste Services          Filta International     B2C         Azura       Unallocated assets      Total
 2025                                         £'000         £'000                           £'000                   £'000       £'000       £'000                   £'000

 Revenue from external customers              63,978        41,982                          30,516                  5,338       338         -                       142,152
 Revenue from internal customers              -             3,341                           -                       -           48          (3,389)                 -
 Segment revenue                              63,978        45,323                          30,516                  5,338       386         (3,389)                 142,152
 Gross profit                                 41,819        26,441                          11,608                  4,552       386         (48)                    84,758
 Adjusted EBITDA*                             19,195        11,837                          7,028                   1,951       (344)       (4,422)                 35,245
 Depreciation & amortisation of software      (3,053)       (2,065)                         (396)                   (300)       (288)       (44)                    (6,146)
 Amortisation of acquired intangibles         (7,868)       (33)                            -                       -           -           (2,395)                 (10,296)
 Share based payment expense                  (213)         (302)                           31                      (47)        (39)        (304)                   (874)
 Non-recurring costs                          (28)          -                               -                       -           -           28                      -
 Finance expense                              140           (46)                            (29)                    6           4           (5,284)                 (5,209)
 Profit before tax*                           8,173         9,391                           6,634                   1,610       (667)       (12,421)                12,720
 Tax expense                                  (2,932)       (2,407)                         (1,612)                 (347)       158         3,397                   (3,743)
 Profit after tax*                            5,241         6,984                           5,022                   1,263       (509)       (9,024)                 8,977
 Additions to non-current assets              1,041         248                             503                     345         1,904       4                       4,045
 Reportable segment assets                    76,938        47,580                          12,623                  4,328       3,308       227,894                 372,671
 Reportable segment liabilities               (98,519)      (26,589)                        (9,563)                 (2,278)     (3,650)     (10,558)                (151,157)

* Operating segments presented before inter-company management recharges which
eliminate on consolidation.

 

                                              Pirtek     Water & Waste Services      Filta International  B2C      Azura    Unallocated assets  Total
 2024                                         £'000      £'000                       £'000                £'000    £'000    £'000               £'000

 Revenue from external customers              63,913     43,577                      25,597               5,752    367      -                   139,206
 Revenue from internal customers              -          2,477                       -                    -        441      (2,918)             -
 Segment revenue                              63,913     46,054                      25,597               5,752    808      (2,918)             139,206
 Gross profit                                 41,903     26,393                      9,906                4,751    808      (442)               83,319
 Adjusted EBITDA*                             19,925     11,111                      5,993                2,205    44       (4,157)             35,121
 Depreciation & amortisation of software      (3,241)    (2,120)                     (267)                (226)    (183)    (35)                (6,072)
 Amortisation of acquired intangibles         (7,867)    (33)                        -                    -        -        (2,256)             (10,156)
 Share based payment expense                  (499)      (437)                       (143)                (55)     (33)     (313)               (1,480)
 Non-recurring costs                          (638)      -                           -                    -        -        194                 (444)
 Finance expense                              (1,022)    (122)                       (57)                 (9)      (8)      (6,546)             (7,764)
 Profit before tax*                           6,658      8,399                       5,526                1,915    (180)    (13,113)            9,205
 Tax expense                                  (1,928)    (1,888)                     (1,355)              (290)    48       3,492               (1,921)
 Profit after tax*                            4,730      6,511                       4,171                1,625    (132)    (9,621)             7,284
 Additions to non-current assets              1,142      1,099                       252                  63       573      9                   3,138
 Reportable segment assets                    84,258     45,651                      8,881                4,295    1,195    229,019             373,299
 Reportable segment liabilities               (109,134)  (25,114)                    (6,941)              (1,953)  (1,024)  (10,570)            (154,736)

* Operating segments presented before inter-company management recharges which
eliminate on consolidation.

 

3 REVENUE

 

                                                                       2025

                                                                                2024
                                                                       £'000    £'000
 Management service fee income - commission agent revenue              5,047    6,407
 Management service fee income - royalty fee income                    44,951   44,110
 Franchise sales and resales - licence fees - recognised over time     1,846    1,464
 Franchise sales and resales - termination fees and immediate sales -  651      989
 recognised at point in time
 Product sales                                                         22,674   23,001
 Waste Oil                                                             17,798   14,837
 Direct labour income                                                  41,663   41,710
 IT Contribution SAAS                                                  2,776    2,544
 National advertising funds                                            2,926    2,707
 Central billing fee                                                   372      364
 Training facility income                                              659      353
 Other income                                                          789      720
                                                                       142,152  139,206

 

The table shows revenue from contracts disaggregated into major classes of
revenue and reconciled to the Group revenue reported.

 

Revenue and non-current assets by origin of geographical segment for all
entities in the Group are as follows:

 

 

                               2025

                                        2024
 Revenue                       £'000    £'000
 North America                 30,172   25,029
 United Kingdom & Ireland      72,486   74,410
 Continental Europe            39,494   39,767
                               142,152  139,206

 

 

                               2025           2024
 Non-current assets            £'000          £'000
 North America                 43,868         42,532
 United Kingdom & Ireland      147,921        159,155
 Continental Europe            113,381        110,409
                                     305,170  312,096

 

 

4 OPERATING PROFIT

 

                                             2025

                                                     2024
 Operating profit is stated after charging:  £'000   £'000
 Depreciation                                4,969   4,837
 Amortisation                                11,473  11,391
 Share-based payment expense                 874     1,480
 Auditors' remuneration:
 Fees for audit of the Company               48      47
 Fees for the audit of the Group             491     477
 Fees for non-audit services:
 Other services                              3       3

Of the total fee for the audit of the Group, £539,000 (2024: £524,000) was
paid to the Group statutory auditors PKF Littlejohn LLP. No non-audit services
were provided on a contingent fee basis.

 

The following costs have been drawn to the attention of the users of the
accounts due to their nature and materiality within the accounts.

 

                          2025    2024
                          £'000   £'000
 Exceptional Income       -       (409)
 Reorganisation expense   -       792
 Other exceptional costs  -       61
                          -       444

 

5 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing profit for the
year attributable to Ordinary equity holders of the Parent Company by the
weighted average number of Ordinary Shares outstanding during the year.

Diluted earnings per share are calculated by dividing the profit attributable
to Ordinary equity holders of the Parent Company by the weighted average
number of Ordinary Shares outstanding during the year plus the weighted
average number of Ordinary Shares that would have been issued on the
conversion of all dilutive share options at the start of the period or, if
later, the date of issue.

 

                                                               2025     2024
                                                               £'000    £'000
 Profit attributable to owners of the Parent Company           8,977    7,284
 Non-recurring costs                                           -        444
 Amortisation of acquired intangibles                          10,296   10,156
 Share-based payment expense                                   874      1,480
 Tax on adjusting items                                        (2,831)  (2,822)
 Adjusted profit attributable to owners of the Parent Company  17,316   16,542

 

                                            2025         2024
                                            Number       Number
 Basic weighted average number of shares    192,317,519  192,471,897
 Dilutive effect of share options           1,057,043    2,231,135
 Diluted weighted average number of shares  193,374,562  194,703,032

 

 

                                      2025 Pence  2024

                                                  Pence
 Basic earnings per share             4.67        3.78
 Diluted earnings per share           4.64        3.74
 Adjusted earnings per share          9.00        8.59
 Adjusted diluted earnings per share  8.95        8.50

 

6 DIVIDENDS

 

                                                                                2025    2024
                                                                                £'000   £'000
 Final 2024 dividend of 1.3p per Ordinary Share paid and declared (2024: Final  2,519   2,325
 2023 dividend of 1.2p)
 Interim dividend of 1.15p per Ordinary Share paid and declared (2024: 1.1p)    2,229   2,132
                                                                                4,748   4,457

A final dividend of 1.35 pence per share is proposed.

Shares held by the Employee Benefit Trust have a dividend waiver applied to
them; as such they are exempt from receiving a dividend, resulting in a
difference between the total dividend calculated above and the dividend cash
paid in the Consolidated Statement of Cash Flows.

 

7. Annual Report and Accounts

 

The annual report and accounts for the year ended 31 December 2025 will be
available on the Company's website
at https://www.franchisebrands.co.uk/investor-information/
(https://www.franchisebrands.co.uk/investor-information/)  on 31 March 2026.

 

8. Annual General Meeting and General Meeting

 

The Annual General Meeting of Franchise Brands plc will be held on 30 April
2026.  A separate General Meeting will be held on the same date, immediately
following the AGM, to seek shareholders' authority to cancel the share premium
account to create c £131.1m of distributable reserves.  Notice of both
meetings will be given to shareholders on 31 March 2026 and will also be
available on the Company's website
at https://www.franchisebrands.co.uk/investor-information/
(https://www.franchisebrands.co.uk/investor-information/) .

 

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.   END  FR SEFEELEMSEDD



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