REG - Revolution Beauty Gp - Interim Results
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RNS Number : 1794J Revolution Beauty Group PLC 27 November 2025
27 November 2025
REVOLUTION BEAUTY GROUP PLC
("Revolution Beauty", the "Group" or the "Company")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2025
Revolution Beauty Group plc (AIM: REVB), the multi-channel mass beauty brand,
today announces its unaudited Half Year Results for the six months ended 31
August 2025 ("H1 26" or the "Period").
· The Group completed a successful refinancing and equity raise,
strengthening the balance sheet and restoring financial stability, subsequent
to the results reported below.
· On 22 August 2025, the Company announced the proposed return of
the Founders to the business, Tom Allsworth as CEO and Adam Minto in a
consultancy role, and this was a key aspect of the success of the debt and
equity refinancing.
H1 26 H1 25
£m £m Change
Revenue 49.4 72.4 -31.8%
Gross profit 15.9 23.2 -31.5%
Gross margin 32.2% 32.0% +0.2ppts
Operating costs(i) 28.4 29.5 -3.7%
Adjusted EBITDA(ii) (12.5) (6.3) -98.4%
% of revenue (25.3)% (8.7)% -16.6ppts
GAAP measures
Operating Loss (16.7) (9.8) -£6.9m
(Loss)/profit before tax (18.4) (10.9) -£7.5m
Cash and cash equivalents 1.8 6.3 -£4.5m
Net debt (30.2) (25.5) -£4.7m
Gross inventory 34.1 61.9 -£27.8m
i Operating costs is defined as Distribution & Administrative costs
excluding depreciation, amortisation, share based payment charges and
adjusting items set out in note 7.
ii Adjusted EBITDA is an alternative performance measure used by management to
gauge the underlying performance of the business, adjusting for certain
non-cash, non-recurring and normalising items that are not considered to form
part of underlying performance (note 7).
Financial Performance - The Past
· Revenue declined by 31.8% to £49.4m, primarily driven by
disruption carried over from prior-year strategic and operational issues.
· Transitional challenges also weighed on net sales performance,
most notably the shift from Relove to Revolution at Walmart, which contributed
to short-term softness in sales and operational efficiency during the Period.
· Gross margin was 32.2% (H1 25: 32.0%), negatively impacted by
clearance sales undertaken to generate cash under the previous management team
prior to the refinancing.
· Whilst a degree of cost mitigation was taken by the previous
management team to offset the declining sales performance, this was not enough
to prevent a material worsening in Adjusted EBITDA performance. The final
outcome of a loss of £12.5m was also impacted by space and brand changes in
certain retailers (resulting in non-recurring mark-down costs) and the impact
of new tariffs in the USA.
The Future
· Following the Period end, the Founders have brought renewed
energy, clear leadership and strategy to the business.
· In September and October, following the early action taken on
costs, the Group moved back to generating positive EBITDA.
· The new management team is focused on restoring sales momentum,
improving financial discipline, and rebuilding confidence.
· Operational priorities include rebuilding our ranges, pricing and
speed to market to restore what made Revolution Beauty a success in the first
place. Early progress has been made to identify a number of exciting NPD (New
Product Development) opportunities for launch in Spring 2026.
· A significant headcount reduction, from 205 (excluding production
staff) on 1 March to 123 currently, has been implemented, right sizing the
organisation to match the current scale of operations and ensure the Group can
move forward with agility.
· Management has successfully negotiated price adjustments with US
retailers, to mitigate tariffs costs, which will benefit the next financial
year.
· As part of the refinancing, £16.5m of new equity was received in
September, of which £4.0m was applied to debt repayment (RCF reduced from
£32.0m to £28.0m) and £2.1m to transaction costs.
· The return of the founders to the business has been well received
by our wholesale partners and there are encouraging early signs of a
stabilisation of sales.
· The recent founder-supported refinancing (£16.5m of equity
raised) has transformed the Group's balance sheet. As at 25 November, the
Group's cash balance was £7.0m, and net debt was £21.0m having also
normalised our trading terms with suppliers. We expect a cash inflow over the
remainder of H2 due to seasonal working capital unwind.
Current Trading and Outlook
During H2, the Group has seen a return to retail sales growth across key US
and UK retailers. This establishes a solid platform for sustained revenue
improvement. We have immediately restored the business to EBITDA
profitability from H2 FY26.
The Board recognises the challenges that remain, but is encouraged by the
progress made and, most importantly, the Group now has a more appropriate cost
base.
The performance achieved under the previous management for the first half was
worse than expected. Largely as a function of this, full year sales and
Adjusted EBITDA will not match the guidance given on 22nd August.
However, with the actions taken by the new management to right size the cost
base, set realistic budgets and manage stock carefully, the business has
already returned to generating EBITDA profitability. Consequently, with these
actions taken and with new foundations and strategy, the company expects to
have established an Adjusted EBITDA run rate by the end of FY26 in line with
previous guidance of £8-10m with an Adjusted EBITDA outturn for the second
half of FY26 in the region of £4m.
Tom Allsworth, Group Chief Executive Officer, said:
"Although I was not part of the business during the six-month reporting
period, it is clear that the Group faced a number of significant challenges. I
recognise the impact this has had on our people, our partners and our
performance. However, with the actions taken since the period end, we have
laid the foundations for a more disciplined, focused and resilient business.
I would like to thank all our team for their patience, professionalism and
commitment throughout this period of transition. Their dedication has been
essential in stabilising the business and positioning us for the next phase of
growth, and I am pleased that we moved back to generating positive EBITDA in
September and October.
We are now entering an exciting time for Revolution Beauty as we get back to
doing what we do best - delivering innovation, creativity and affordable
products to our customers around the world."
Iain McDonald, Chairman, said:
"Having been asked to join as Chairman during the first half, it was apparent
very quickly that the key to restoring the fortunes of Revolution Beauty was
to bring the founders back into the business. With the announcement of their
return and their support of the placing, we were able to gain the confidence
of additional investors to support a total £16.5m oversubscribed equity
raise. This enabled us to agree a new facility with our banking group.
I would like to give my personal thanks to Tom and Adam, all of those who
backed the equity raise and our banking partners. With their support,
Revolution Beauty now has a firm and stable platform from which to restore
profitability and shareholder value."
For further information please contact:
Investor Relations
Tom Allsworth, CEO
Neil Catto, CFO
Investor.Relations@revolutionbeautyplc
(mailto:Investor.Relations@revolutionbeautyplc) .com
Joint Corporate Brokers
Panmure Liberum Limited: Edward Thomas / Dru Danford / John More
Tel: +44 (0) 203 100 2222
Zeus: Benjamin Robertson / Jordan Warburton
Tel: +44 (0) 161 831 1512
Media enquiries
Headland Consultancy: Matt Denham / Antonia Pollock
Tel: +44 (0)20 3805 4822
Revolutionbeauty@headlandconsultancy.com
(mailto:Revolutionbeauty@headlandconsultancy.com)
About Revolution Beauty
Revolution Beauty is a global mass beauty and personal care business which
operates a multi brand, multi category strategy and sells its products both
direct-to-consumer (DTC) via its e-commerce operations, and in physical and
digital retailers through wholesale relationships.
Today, the Group has a retail footprint of c.17,500 doors across leading
retail chains in the UK, USA and other international markets. Revolution
Beauty has access to a wide customer base, predominantly aged between 16 and
35, through its digital partners and own DTC platform. It has established and
invested to streamline its supply chain with its own manufacturing facility in
the UK, and third-party warehousing facilities across the UK, USA and
Australia. The Group has offices in the UK, USA, New Zealand and Germany.
Revolution Beauty currently employs 239 people.
Chief Executive Officer's Review
Introduction
I joined Revolution Beauty after the close of the half-year period and, as
such, these results reflect the performance of the Group under previous
management. It is clear that this was a challenging six months for the
business, and the financial results fall short of the standards we expect to
achieve moving forward.
Performance Review
For the six months ended 31 August 2025, Group revenue declined by 31.8% to
£49.4m (H1 2025: £72.4m). This decrease reflects continued weakness in sales
following significant product range reductions and clearance activity
undertaken in the prior year, which had a lingering impact on trading. The
reduction in sales has flowed through to profitability, with the Group
reporting an operating loss of £16.7m (H1 2025: £9.8m) and an adjusted
EBITDA loss of £12.5m (H1 2025: £6.3m).
Gross profit for the period was £15.9m (H1 2025: £23.2m), resulting in a
gross margin of approximately 32.2%, broadly stable year-on-year, but
reflective of clearance sales undertaken to reduce inventory and generate
cash. Administrative costs increased modestly to £15.6m (H1 2025: £14.4m),
while marketing and distribution costs reduced to £17.0m (H1 2025: £18.6m)
as the Group scaled back promotional activity.
Overall, the Group recorded a loss before tax of £18.4m (H1 2025: £10.9m),
reflecting the combined impact of weaker sales and elevated cost pressures
across the business.
Reflection on the Period
It is important to recognise that the performance during this period was
shaped by decisions and initiatives implemented before my appointment. While
some of these actions were taken with the intention of simplifying the
business and improving operational focus, they did not translate into the
expected commercial outcomes. The impact of product rationalisation, limited
new product introductions, and supply chain inefficiencies contributed to
weaker customer engagement and softer trading performance.
Looking Ahead
Since joining the business, my immediate priority has been to undertake a
thorough review of operations, brand positioning, and cost structure. The
clear focus going forward will be on restoring sales momentum, improving
financial discipline, and rebuilding confidence among our customers, partners,
and shareholders.
While the results for the first half are disappointing, the underlying
strengths of the Group - including its broad retail distribution, strong
brand awareness, and engaged customer base -provide a solid foundation on
which to rebuild. I am confident that, with renewed focus, disciplined
execution, and clear accountability, the business can return to sustainable
growth and profitability.
Finally, I would like to thank our dedicated teams for their resilience during
a difficult period and for their continued commitment as we begin this new
chapter together.
Financial Review
Revenue
Group revenue for the first half of FY26 was £49.4m, a decline of 31.8%
compared with £72.4m in H1 FY25. The reduction reflects the continued
execution of the previous management teams' strategic simplification
programme, including the discontinuation of brands, categories, and SKUs. The
sales performance does not reflect the changes implemented following the
completion of the fundraising and the commencement of the strategic reset.
Digital revenue decreased by 44.9%, falling from £12.7m to £7.0m. The
decline reflects reduced innovation in the early part of the year and the
discontinuation of digital-led SKUs.
Store Group revenue decreased by 29.0% to £42.4m from £59.8m. The reduction
is driven by the streamlined product portfolio and lower replenishment orders
from some retailers.
From a geographic perspective, UK revenue declined by 27.7%, from £21.3m to
£15.4m, reflecting the SKU, brand and category rationalisation programme.
In the United States, revenue declined by 42.9% to £10.5m, impacted by some
underperforming license and collection programs, as well as the transition
from the Group's value brand Relove, to Makeup Revolution, which is expected
to be a much more positive change in the future.
In the Rest of the World, revenue decreased by 28.1% to £23.5m, primarily due
to the strategic discontinuation of brands and categories, and the
non-recurrence of significant distributor clearance activity that supported H1
FY25.
Gross Margin
Gross margin for the Period was 32.2% (H1 FY25: 32.0%). Margin performance was
adversely impacted by a targeted programme of low-value clearance activity
undertaken to reduce legacy excess inventory and support cash generation
during the Group's refinancing process. These clearance actions, while
necessary, are margin-dilutive and do not form part of the Group's ongoing
strategy. The Group does not expect activity of this nature or scale to recur
in future periods.
Adjusted EBITDA and Operating Loss
Adjusted EBITDA for the Period was a loss of £12.5m (H1 FY25: loss of
£6.3m). This performance reflects the reduced sales volumes, the
margin-dilutive impact of clearance activity undertaken during the Period, and
a cost base that remained above the level the business can sustainably and
profitably support. The Group has been progressing actions to realign its cost
structure with its current sales levels and taken steps to prevent further
clearance sales activity.
Distribution, marketing and administrative costs for the period were as
follows:
6 month period ended 31 August 2025 6 month period ended 31 August 2024 % change
Unaudited Unaudited
£m £m
Distribution costs 7.9 8.9 -11.2%
Marketing costs 9.1 9.7 -6.2%
Administrative costs 11.4 10.9 +4.6%
Total operating costs 28.4 29.5 -3.7%
The Operating loss for the period was £16.7m, against a loss of £9.8m in H1
25. There were material adjusting items, as detailed in note 7, relating to
restructuring and legal and professional costs in the statement of
comprehensive income.
The loss before tax of £18.4m (H1 FY25: loss of £10.9m) reflects the factors
impacting operating profit, together with higher finance costs incurred during
the Period, predominantly relating to interest on the Group's revolving credit
facility.
The reported loss after tax was £18.4m against a loss of £10.9m in H1 25.
Cash
The Group ended the Period with a cash balance of £1.8m and gross borrowing
amounted to £32.0m. This does not reflect the cash received for the equity
raise completed in September or the subsequent repayment of the RCF by £4.0m.
The Group used cash of £0.6m in its operations. This was driven by
movements in working capital totalling £13.7m offsetting cash operating
losses. After taxes paid of £0.1m, capital expenditure of £0.7m, interest
payments of £1.7m and payments related to lease liabilities of £0.5m, cash
and cash equivalents decreased by £3.7m during the Period.
The Group has sufficient cash resources and covenant headroom to finance its
current organic growth plans.
Regulator action
The Company informed shareholders on 21 July 2023 that the Financial Conduct
Authority had notified Revolution Beauty that it had commenced an
investigation into potential breaches of the Market Abuse Regulation (EU)
596/2014 (as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018) in relation to certain matters in the Period from July
2021 to September 2022. Revolution Beauty continues to cooperate fully with
the FCA and will provide updates as necessary. Since then, the Company has
provided detailed submissions to the FCA denying any breach of MAR by the
Company and setting out the relevant factual background for the FCA to
consider. The investigation remains ongoing.
REVOLUTION BEAUTY GROUP PLC
CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE HALF-YEAR ENDED 31 AUGUST 2025
6 months ended 31 August 2025 6 months ended 31 August Year ended 28 February 2025
Note 2024
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue 5 49,391 72,424 142,581
Cost of sales (33,482) (49,193) (88,135)
Gross profit 15,909 23,231 54,446
Marketing and distribution costs (17,017) (18,624) (36,729)
Administrative expenses
- General administrative expenses (15,630) (14,357) (29,140)
- Impairment of property, plant and equipment and right of use assets - - (2,296)
- Reversal of Impairment of property, plant and equipment and right of use - - 660
assets
Total administrative expenses (15,630) (14,357) (30,776)
Operating Loss (16,738) (9,750) (13,059)
Finance income 61 84 169
Finance costs (1,745) (1,230) (3,888)
Loss before taxation (18,422) (10,896) (16,778)
Income tax expense - (7) (456)
Loss for the year/period (18,422) (10,903) (17,234)
Other comprehensive expense
for the period, net of tax
Exchange differences 1,574 188 (557)
Total comprehensive Loss for the period (16,848) (10,715) (17,791)
(Loss)/ earnings per share (p) 6 (5.7) (3.4) (5.4)
Diluted earnings per share (p) 6 (5.7) (3.4) (5.4)
Adjusted EBITDA 7 (12,491) (6,271) 4,684
(*Adjusted EBITDA is a non-GAAP measure and is defined as Operating Loss
adjusted for depreciation and amortisation, impairments and reversals of
impairment, profits and losses on the disposal of assets, share based charges
and releases and operating adjusting items as disclosed in note 7.)
The total comprehensive loss for the period is entirely attributable to the
owners of the parent company.
The above consolidated condensed statement of comprehensive income should be
read in conjunction with the accompanying notes.
REVOLUTION BEAUTY GROUP PLC
(Company Number: 11666025)
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 31 August 2025
31 August 2025 31 August 28 February 2025
Notes 2024
As restated
Unaudited Unaudited Audited
ASSETS £'000 £'000 £'000
Non-current assets
Intangible assets 4,436 4,628 4,734
Property, plant and equipment 9,585 8,981 10,400
Right-of-use assets 624 3,606 1,209
Other receivables 1,521 1,563 1,944
Deferred tax asset 13 490 -
16,179 19,268 18,287
Current assets
Inventories 9 24,841 40,517 21,435
Trade and other receivables 10 29,196 36,053 35,404
Corporation Tax Receivable - - 46
Reimbursement asset - - 149
Cash and cash equivalents 1,840 6,292 5,690
Total current assets 55,877 82,862 62,724
Current liabilities
Lease liabilities (679) (890) (952)
Trade and other payables 11 (63,687) (67,576) (55,450)
Provisions - (897) (401)
Borrowings 8 (32,000) - (31,892)
Deferred consideration (600) - (600)
Corporation tax payable 145 39 -
Total current liabilities (96,821) (69,324) (89,295)
Net current (liabilities)/assets (40,944) 13,538 26,571
Total assets less current liabilities (24,765) 32,806 (8,284)
Non-current liabilities
Lease liabilities (104) (3,005) (354)
Borrowings - (31,848) -
Deferred consideration (8,757) (8,264) (8,423)
Provisions (173) (40) -
Total non-current liabilities (9,034) (43,157) (8,777)
Net liabilities (33,799) (10,351) (17,061)
Equity
Share capital 3,201 3,185 3,199
Share premium 103,487 103,487 103,487
Warrant reserve 7,239 7,239 7,239
Merger reserve 14,860 14,860 14,860
Translation reserve 1,616 634 42
Retained earnings (164,202) (139,756) (145,888)
Total equity (33,799) (10,351) (17,061)
REVOLUTION BEAUTY GROUP PLC
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF-YEAR ENDED 31 August 2024
Share capital Merger reserve Translation reserve Retained earnings Total
equity
Share Warrant reserve
premium
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 March 2024 3,185 103,487 7,239 14,860 599 (129,192) 178
Loss for the period - - - - - (10,903) (10,903)
Other comprehensive expense net of taxation:
Foreign operations - foreign currency translation differences - - - - 35 - 35
Total comprehensive loss for the period - - - - 35 (10,903) (10,868)
Transactions with owners in their capacity as owners:
Issue of shares, net of transaction costs - - - - - - -
Share-based payments - - - - - 339 339
Total transactions with owners - - - - - 339 339
Balance at 31 August 2024 3,185 103,487 7,239 14,860 634 (139,756) (10,351)
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes
REVOLUTION BEAUTY GROUP PLC
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF-YEAR ENDED 31 August 2025
Share capital Merger reserve Translation reserve Retained earnings Total
equity
Share Warrant reserve
premium
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 March 2025 3,199 103,487 7,239 14,860 42 (145,888) (17,061)
Loss for the period - - - - - (18,422) (18,422)
Other comprehensive expense net of taxation:
Foreign operations - foreign currency translation differences - - - - 1,574 - 1,574
Total comprehensive loss for the period - - - - 1,574 (18,422) (16,848)
Transactions with owners in their capacity as owners:
Issue of shares, net of transaction costs 2 - - - - - 2
Share-based payments - - - - - 108 108
Total transactions with owners 2 - - - - 108 110
Balance at 31 August 2025 3,201 103,487 7,239 14,860 1,616 (164,202) (33,799)
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes
REVOLUTION BEAUTY GROUP PLC
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE HALF-YEAR ENDED 31 August 2025
6 months ended 31 August 2025 6 months ended 31 August Year ended 28 February 2025
2024
Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flows from operating activities
Profit/ (Loss) for the financial period (18,422) (10,903) (17,234)
Adjustments for:
Taxation - (7) 456
Finance costs 1,745 1,230 3,888
Finance income - - (169)
Depreciation of property, plant and equipment 2,080 2,064 4,210
Net Impairment of property, plant and equipment - - 1,636
Amortisation of intangible assets 330 345 647
Loss/(profit) on disposal of property, plant and equipment - 1 -
Equity settled share-based payment expense 108 339 538
Proceeds from reimbursement assets - 6,122 -
Provisions movement (228) (5,725) (6,221)
Movements in working capital:
Movement in inventories (3,406) 258 19,340
Movement in receivables 2,237 3,679 13,296
Movement in payables 14,923 3,805 (11,138)
Cash used in operating activities (633) 1,208 9,249
Income tax refunded/(paid) (111) (619) (625)
Net cash used in operating activities (744) 589 8,624
Cash flows from investing activities
Purchase of intangible assets (31) (190) (433)
Purchase of property, plant and equipment (681) (897) (6,566)
Net cash used in investing activities (712) (1,087) (6,999)
Cash flows from financing activities
Interest paid (1,745) (1,230) (2,591)
Proceeds from issue of shares, net of transaction costs - 14
Payment of lease liabilities (523) (480) (1,327)
Net cash generated from financing activities (2,268) (1,710) (3,904)
Cash and cash equivalents
Net (decrease) in the period (3,724) (2,208) (2,279)
Cash and cash equivalents at the beginning of the period 5,690 8,636 8,636
Effects of exchange rate changes (126) (136) (667)
Cash and cash equivalents at the end of the period 1,840 6,292 5,690
REVOLUTION BEAUTY GROUP PLC
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 August 2025
1. General information
Revolution Beauty Group Plc ("the Company") is a company limited by shares and
is registered and incorporated in England and Wales. The registered office is
201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT.
The group ("the Group") consists of Revolution Beauty Group Plc and all of its
subsidiaries.
The Board of Directors approved this unaudited interim financial information
on 25 November 2025.
2. Material accounting policies
The condensed consolidated unaudited interim financial statements ("interim
financial statements") for the period 1 March 2025 to 31 August 2025 are
unaudited. The group has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing the interim financial information. The condensed
consolidated interim financial statements incorporate unaudited comparative
figures for the interim period from 1 March 2024 to 31 August 2024 and the
audited financial year ended 28 February 2025.
The Interim financial statements for the six months ended 31 August 2025 have
been prepared on the basis of the accounting policies expected to be adopted
for the year ended 28 February 2026. These are in accordance with the
accounting policies as set out in the Group's last annual consolidated
financial statements for the year ended 28 February 2025.
The comparative figures for the year ended 28 February 2025 do not constitute
the Group's statutory accounts for 2025 as defined in Section 434(3) of the
Companies Act 2006. Statutory accounts for 2025 have been delivered to the
Registrar of Companies. The Independent Auditor's report on the Annual Report
and Financial Statements for 2025 contained a statement by way of emphasis in
respect of going concern. The independent auditor's report for 2025 filed with
the Registrar of Companies contains information in respect of each matter that
has contributed to an unqualified opinion.
These Condensed Consolidated Interim Financial Statements do not include all
the information required for full Annual Financial Statements and should be
read in conjunction with the Annual Financial Statements of the Group as at
and for the year ended 28 February 2025.
Tax charged within the 6 months ended 31 August 2025 has been calculated by
applying the effective rate of tax which is expected to apply to the Group for
the year ending 28 February 2026.
The interim financial statements have been prepared on the historical cost
basis except for, where disclosed in the accounting policies, certain
financial instruments that are measured at fair value. The interim financial
statements are prepared in Sterling, which is the functional currency and
presentational currency of the parent Company and primary operating
subsidiary. Monetary amounts in these interim financial statements are rounded
to the nearest £1,000.
New Policies and Standards
At the date of authorisation of these Condensed Consolidated Interim Financial
Statements, several new standards and amendments to existing standards have
been issued, some of which are effective. None of these standards and
amendments have a material impact on the Group.
The preparation of the Condensed Consolidated Interim Financial Statements
requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The Group's latest Annual
Financial Statements for the year ended 28 February 2025, which are available
via Revolution Beauty Group plc's website, set out the key sources of
estimation uncertainty and the critical judgements that were made in preparing
those Financial Statements.
Going concern
The Directors have completed a full assessment of the Group's forecasts, cash
flow projections, and banking arrangements to determine the appropriateness of
the going concern assumption.
Since the year end, the Group has continued to strengthen its financial
position through improved cost control, margin enhancement, and the ongoing
benefits of the cost-base reset initiated in FY25. The Group has operated
within the terms of its amended and extended Revolving Credit Facility
("RCF"), which now matures on 31 July 2028, and continues to maintain a
constructive relationship with its lenders.
Revised forecasts, which assume a return to sales growth in the second half of
FY26, support compliance with the terms of the amended facility. A severe but
plausible downside scenario has also been modelled, assuming sales 10% below
the base case. Even under this scenario, the Group is forecast to remain
compliant with covenant requirements through further cost-saving measures that
management consider achievable.
Having considered the information available, the Directors are satisfied that
the base case supports the application of the going concern assumption in
preparing these financial statements.
However, the Directors recognise that a material uncertainty remains which may
cast significant doubt over the Group's ability to continue as a going
concern, specifically the potential risk of covenant non-compliance under the
amended banking facilities or the need to secure alternative funding in the
event of a severe downturn. There is a material uncertainty relating to going
concern and therefore, the company may be unable to realise its assets and
discharge its liabilities in the normal course of business.
The Directors remain confident that the Group has adequate resources to
continue to operate for the foreseeable future. The financial statements do
not include any adjustments that would be required should the going concern
basis of preparation no longer be appropriate.
3. Correction of prior period errors
A restatement has been made to correct the classification of certain items in
prior periods. The Group initially recorded these items as increases to
deferred income. However, as deferred income represents a liability to deliver
goods or services, which did not exist in this case, an adjustment is
required. This adjustment is solely a balance sheet reclassification, and
therefore only has an impact on the Statement of Financial Position. The total
of £1,599,000 has been reclassified as at 31 August 2024, resulting in a
decrease to both trade and other receivables and trade and other payables.
There was no material impact on the financial position at 31 August 2023 hence
no third balance sheet has been presented as a primary statement.
Impact on the Statement of Financial Position
6 month period ended 6 month period ended
31 August 2025 31 August 2025
Extract
Reported Adjustments Restated
£'000 £'000 £'000
Trade and other receivables 37,652 (1,599) 36,053
Total current assets 84,461 (1,599) 82,862
Trade and other payables (69,176) 1,599 (67,577)
Total current liabilities (70,923) 1,599 (69,324)
Net assets/ (liabilities) (10,351) - (10,351)
Total equity (10,351) - (10,351)
4. Segmental reporting
IFRS 8 Operating Segments requires that operating segments be identified on
the basis of internal reporting and decision-making. The Group identifies
operating segments based on internal management reporting that is regularly
reported to and reviewed by the board of directors, which is identified as the
chief operating decision maker. Management information is reported as one
operating segment, being revenue from sales of products.
5. Revenue
An analysis of the Group's revenue is as follows: 6 month period ended 31 August 2025 6 month period ended 31 August 2024 Year ended 28 February 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue analysed by class of business
Digital 6,996 12,659 28,749
Store Groups 42,395 59,765 113,832
49,391 72,424 142,581
Revenue analysed by geographical location
United Kingdom 15,354 21,302 44,506
United States of America 10,532 18,431 34,262
Rest of World 23,505 32,691 63,813
49,391 72,424 142,581
6. Earnings per share
The Group reports basic and diluted earnings per common share. Basic earnings
per share is calculated by dividing the profit attributable to common
shareholders of the Company by the weighted average number of common shares
outstanding during the period.
Diluted earnings per share is determined by adjusting the profit attributable
to common shareholders by the weighted average number of common shares
outstanding, taking into account the effects of all potential dilutive common
shares, including options.
6 month period ended 31 August 2025 6 month period ended 31 August 2024 Year ended 28 February 2025
Unaudited Unaudited Audited
Loss attributable to shareholders (£'000) (18,422) (10,903) (17,234)
Weighted average number of shares ('000) 319,442 318,794 319,008
Basic earnings per share (p) (5.7) (3.4) (5.4)
Total comprehensive expense attributable to the owners of the company (£'000) (18,422) (10,903) (17,234)
Weighted average number of shares ('000) 319,442 318,794 319,008
Dilutive effect of share options - - -
Diluted earnings per share (p) (5.7) (3.4) (5.4)
Pursuant to IAS 33, options whose exercise price is higher than the value of
the Company's security were not taken into account in determining the effect
of dilutive instruments. The calculation of diluted earnings per share does
not assume conversion, exercise, or other issue of potential ordinary shares
that would have an antidilutive effect on earnings per share.
7. Adjusted performance measures
The Group uses a number of Alternative Performance Measures ("APMs") in
addition to those measures reported in accordance with IFRS. Such APMs are not
defined terms under IFRS and are not intended to be a substitute for any IFRS
measure. The Directors believe that the APMs are important when assessing the
underlying financial and operating performance of the Group.
The APMs are used internally in the management of the Group's business
performance, budgeting and forecasting, and for determining Executive
Directors' remuneration and that of other management throughout the Group. The
APMs are also presented externally to meet investors' requirements for further
clarity and transparency of the Group's financial performance. Where items of
profits or costs are being excluded in an APM, these are included elsewhere in
our reported financial information as they represent actual income or costs of
the Group.
The Group's Alternative Performance Measures are set out below.
Adjusted EBITDA
Adjusted EBITDA is defined as Operating Profit adjusted for depreciation and
amortisation, impairments and reversals of impairment, profits and losses on
the disposal of assets, share based payment charges and releases and adjusting
items.
6 month period ended 31 August 2025 6 month period ended 31 August 2024 Year ended 28 February 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Operating loss (16,738) (9,750) (13,059)
Amortisation of intangible assets 330 345 647
Depreciation of property, plant and equipment 2,080 2,064 4,210
Net Impairment of property, plant and equipment - - 1,636
Loss on disposal of asset - 1 1
Share-based payments 128 339 538
Operating items adjusted for:
Restructuring costs 235 154 364
Provision for settlement of legal cases - - 600
Non-recurring legal fees 1,474 576 1,242
Provision charges during the period related to non-strategic inventory - 8,353
Expected credit loss on Adam Minto receivable - 152
Adjusted EBITDA (12,491) (6,271) 4,684
Depreciation, amortisation and impairments (2,410) (2,409) (6,493)
Adjusted EBIT (14,901) (8,680) (1,809)
Net finance income/ (costs) (1,684) (1,146) (3,719)
Adjusted PBT (16,585) (9,826) (5,528)
Operating adjusting items
During the period, the Group incurred legal fees associated with the following
matters, each of which were determined to be exceptional and outside the
normal course of business:
· the ongoing regulator investigation in relation to certain
matters in the period from July 2021 to September 2022,
· Professional fees associated with the refinancing exercise
undertaken during the period.
During the period the Group incurred £235k in restructuring and redundancy
costs.
8. Borrowings
31 August 2025 31 August 2024 28 February 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Bank revolving credit facility 32,000 31,848 31,892
32,000 31,848 31,892
Payable within one year 32,000 - 31,892
Payable after one year - 31,848 -
9. Inventories
31 August 2025 31 August 2024 28 February 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Net Raw materials and work in progress 1,784 1,648 1,465
Net Finished goods and goods for resale 23,057 38,869 19,970
24,841 40,517 21,435
Value of inventory provided for at period end (8,941) (20,676) (11,622)
Value of inventory (written down)/written back during period 2,681 5,620 2,661
The total cost of inventories recognised as an expense in cost of sales in the
period was £31,795,000 (Period ended August 2024: £49,192,000, full year
ended February 2025: £87,824,000).
As set out in note 3 to the financial statements in the Group's Annual Report.
The Group's inventory provision methodology is made up of a net realisable
value (NRV) component and a slow-moving component. The slow-moving component
includes a provision for inventory that has recently been launched and
therefore has limited sales history and also for more mature inventory, which
is assessed based on its sales cover, which gives rise to the key source of
estimation uncertainty.
The NRV provision is determined by assessing the latest sales price of a Stock
Keeping Unit ("SKU"), less the cost of selling it, against the cost of
purchasing it. There is judgment applied in assessing the costs included in
selling each SKU. The Group determines cost to sell on an average basis across
all SKUs. The cost to sell includes the incremental costs of selling, such as
commissions, as well as non-incremental selling costs including expected
marketing costs and expected costs to hold the inventory until the anticipated
time of sale.
10. Trade and Other Receivables
31 August 2025 31 August 2024 28 February 2025
As restated
Unaudited Unaudited Audited
Current £'000 £'000 £'000
Trade Receivables 27,264 33,179 31,617
Other Receivables 667 454 1,233
Prepayments 1,265 2,420 2,554
29,196 36,053 35,404
Non-Current
Other Receivables 1,521 1,563 1,944
1,521 1,563 1,944
11. Trade and Other Payables
Trade and other payables are initially recognised at fair value less
transaction costs and subsequently measured at amortised cost using the
effective interest rate method, with all movements being recognised in the
statement of comprehensive income. Cost is considered to approximate fair
value.
31 August 31 August 2024 28 February 2025
2025 as restated
Unaudited Unaudited Audited
£'000 £'000 £'000
Trade Payables 29,898 46,321 31,216
Other Taxation and Social Security 1,194 1,478 1,056
Other Payables 157 80 143
Accruals and Contract Liabilities 32,438 19,967 23,035
63,687 67,576 55,450
12. Contingent Liabilities
FCA Investigation
The Group announced on 21 July 2023 that the Financial Conduct Authority
("FCA") had commenced an investigation into potential breaches of the Market
Abuse Regulation (EU) 596/2014 (as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018) in relation to certain matters in
the period from July 2021 to September 2022. The Group is cooperating fully
with the FCA. Until such time as more information is available on the outcome
of the investigation, no assessment can be made of any potential liabilities
that may arise from it.
13. Events after the reporting period
Subsequent to the year end the Revolution Beauty Group Plc, the Ultimate
Parent, announced an equity raise, made up of a Placing and a Subscription,
which resulted in proceeds of approximately £16.5m being receivable. The
Placing and Subscription Shares in aggregate represent approximately 56.50% of
the existing issued ordinary share capital of the Ultimate Parent and the
Issue Price represents a discount of approximately 14.16% to the closing
mid-market price of 3.50 pence per Existing Ordinary Share on 21 August 2025,
being the date of the announcement. Alongside the announcement of this equity
raise, the Group announced the amendment and extension of the terms of its
Revolving Credit Facility ("RCF"), as set in out in the Going Concern
Disclosure in Note 1. The group further announced the appointment of Tom
Allsworth as CEO and the resignation of Colin Henry as Interim CEO.
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