REG - Revolution Beauty Gp - Preliminary Unaudited Results
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RNS Number : 3436W Revolution Beauty Group PLC 22 August 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
FOR IMMEDIATE RELEASE
22 August 2025
Revolution Beauty Group plc
("Revolution Beauty", the "Group", or the "Company")
UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2025
Banking facilities conditionally extended to 31 July 2028
Proposed equity fundraise to raise gross proceeds of c.£15 million to be
announced later today
Return of founders to the business with a clear path back to growth
Revolution Beauty (AIM: REVB), the multi-channel mass beauty innovator, today
announces its unaudited results for the year ended 28 February 2025 ("FY25" or
the "Period").
2025 2024
£ million £ million Change
Unaudited
Revenue 142.6 191.3 -25.5%
Gross profit 54.4 88.4 -38.5%
Gross margin 38.2% 46.2% -8.0ppts
Operating costs(1) 58.1 75.8 -23.4%
Gross inventory 33.1 56.2 -41.1%
Adjusted measures(2)
Adjusted EBITDA 4.7 12.6 -£7.9m
% of revenue 3.3% 6.6% -3.3ppts
Adjusted EBIT (1.8) 7.4 -£9.2m
% of revenue -1.3% 3.9% -5.2ppts
Adjusted (loss)/profit before tax (5.5) 4.3 -£9.8m
Statutory measures
Loss before tax (16.8) 11.4 -£28.2m
Diluted (loss)/earnings per share (5.4)p 3.2p -8.6p
Cash and cash equivalents 5.7 8.6 -£2.9m
Net debt excluding lease liabilities (26.2) (23.1) -£3.1m
Notes:
(1) Operating costs is defined as Distribution & Administrative costs
excluding all adjusting items namely: depreciation, amortisation, adjusting
items & share based compensation.
(2) Adjusted measures, which are not statutory measures, show the underlying
performance of the Group excluding large, non-cash and adjusting items.
(3) All FY25 items are unaudited and subject to an ongoing audit.
Financial highlights
· Sales down 25.5% year-on-year to £142.6m, after the planned
rationalisation of product and brand portfolio.
· Gross margin of 38.2% (FY24: 46.2%) down 8.0 percentage points
after significant impact from the planned clearance of non-core inventory.
Losses and provision charges related to non-core inventory amounted to £8.4m
during the year. Gross margin excluding these charges was 44.0%.
· Adjusted EBITDA of £4.7m with margin of 3.3% of sales (FY24: 6.6%),
with reduced margins as a result of lower levels of sales driven by changes in
the product portfolio.
· Operating costs decreased to £58.1m from £75.8m, with continued
progress on cost savings programmes.
· Adjusted loss before tax of £5.5m (FY24: profit of £4.3m).
· Net debt contained at £26.2m despite adjusting cash costs of
£2.1m.
Operational highlights
· Improved service levels have been maintained throughout the
period.
· Expansion of retail distribution in certain key geographies
with some key customer wins and space increases.
· Gross inventory reduced by 41.1% from £56.2m to £33.1m.
Inventories (net of provision) reduced by 53% to £21.4m from £40.8m at the
end of FY25.
· Number of social media followers has grown from 6.4 million to
over 7.0 million.
Directorate and management changes
The Company is today announcing that Tom Allsworth, one of Revolution Beauty's
co-founders, is set to return to the business as CEO, in connection with a
proposed equity fundraise to raise gross proceeds of approximately £15
million that the Company intends to embark on later today via an accelerated
bookbuild, and which will be subject to shareholder approval at a general
meeting. It is intended that Tom's appointment as CEO will take effect in the
coming days, following the publication by the Company of the shareholder
circular in relation to the proposed equity fundraise, and that Colin Henry
will step down as interim CEO at that point. Although Colin Henry will leave
the business with immediate effect after stepping down as interim CEO, he will
be available to management during his six-month notice period, if required.
The Board would like to thank Colin for his leadership and for providing
stability and guidance during a pivotal period for the Company. In addition,
Adam Minto, the other co-founder of Revolution Beauty, will shortly also
return to the business in a consultancy role. Tom, assisted by Adam and the
Company's existing management, will lead the implementation of a re-balanced
plan to restore growth and set a clear path to long-term value creation.
Current trading and outlook
Year-on-year declines in net sales continued in the first quarter of the
financial year ending on 28 February 2026 ("FY26"), as the lack of sales from
discontinued products continued to impact revenue performance. The Company
has also continued with its clearance activity of stock on high levels of
sales cover. This has impacted gross margin in the first quarter and will
continue to do so throughout the rest of the first half of the financial
year. Gross margins in the first quarter have also been negatively impacted
by US tariff cost increases before cost price increases have been agreed with
retail partners.
Net sales in the first quarter of FY26 have declined 29% on FY25. The
Company has seen year-on-year decline rates improve in June and July 2025, and
expects revenues for the second quarter of FY26 to be lower than the same
period for FY25 by approximately 25%.
Action has been taken to address the declines in revenues by: resurrecting
profitable stock keeping units that have been discontinued; re-launching the
Relove value brand with new retail distribution partners; and establishing a
profitable discount outlet channel. The pipeline on new product development
has been enhanced, with more digital first product launches planned.
Commercial discipline has been improved, to focus on more profitable product
lines, customers and channels. There are a number of markets and retail
customers where performance has continued to be strong or has improved.
Sales on Amazon in both Europe and the US have continued to show strong
growth. Significant US retail customers have returned to year-on-year growth
and sales in some international markets, such as Turkey, have exceeded
expectations. Consequently, the Company expects year-on-year revenue decline
rates to reduce significantly in the second half of the year.
As noted above, Tom Allsworth is due to return to the business as CEO, to lead
a revised and rebalanced business plan to set a clear path back to growth and
long-term value creation, working alongside his fellow co-founder Adam Minto
as a consultant to the Company. At the heart of this plan is a return to
Revolution Beauty's original formula for success - fast, trend-driven
innovation combined with a product-led strategy. A key element of the plan
will be reducing the Company's cost base, which will provide financial
stability in the near term and will also encourage operational alignment
across all business functions. In addition to cost savings already realised,
the Founders estimate that an additional £7.5m of annual staff cost savings
can be realised by FY27 as a result of a material reduction of headcount
across the Group's geographies and business functions. Any headcount
reductions will be carried out pursuant to a formal redundancy process and
consistent with applicable laws and regulations and any individuals affected
will be treated in a manner in accordance with Revolution Beauty's high
standards, culture and practices. The annual staff cost savings are an
estimate based on data as at June 2025 and do not include the costs associated
with achieving this annual staff costs savings figure. Based on the
performance of the business in the first four months of FY26, the Company now
expects to achieve revenues in the range of £110m-£120m. The Company
expects to be able to recoup EBITDA losses incurred in the first half of the
year, so that adjusted EBITDA of low single digit millions will be achieved
after the staff cost saving measures referred to above have been
implemented. The strategy will be implemented to establish an annual
adjusted EBITDA run-rate of between £8m-£10m by the end of FY26, based on
realistic assessments of expected demand and achievable gross profit margins.
Extended banking facilities
As previously announced, cash and liquidity have been tight, due to the lower
level of sales performance and the pressure on gross margins as a result of
the sale of discontinued and non-core product. The Company has been in
discussions with its lenders to extend the Group's existing revolving credit
facility ("RCF"). As also previously announced, the Company has also been in
discussions with its shareholders and potential investors regarding an equity
fundraise to reduce net debt and provide the working capital needed by the
business to service its customers and take advantage of potential growth
opportunities. As noted above, the Company will today embark on an equity
fundraising to raise gross proceeds of approximately £15 million, which will
enable the Company to reduce its level of net debt and provide sufficient
working capital to support the re-balanced plan. The Company will later
today also announce that it has extended the RCF until July 2028, conditional
on a successful fundraising (which will be subject to shareholder approval at
a general meeting). The RCF will be reduced to £28m and the covenants will
be amended to be consistent with the re-balanced plan.
Iain McDonald, Chairman commented:
"Revolution Beauty is a great brand, but the business has lost its way. We
are confident that with a return to the founder-led management team who
originally scaled the brand, there is a clear path back to growth and
long-term value creation.
This will be achieved with a re-balanced strategy which will return Revolution
Beauty to its original formula for success - fast, trend-driven innovation
combined with a product-led strategy. This will be underpinned by a leaner
organisational structure, streamlined marketing spend and a strengthened
balance sheet. The funding from the equity raised will be used to reduce debt,
provide working capital and ensure a stable base for the business to return to
growth.
This plan significantly reduces financial risk and improves the business'
capital structure, restoring confidence in both near-term stability and
long-term growth potential."
For further information, please contact:
Investor Relations
Iain McDonald, Non-executive Chair
Neil Catto, CFO
Investor.Relations@revolutionbeautyplc
(mailto:Investor.Relations@revolutionbeautyplc) .com
Joint Corporate Brokers
Panmure Liberum Limited (NOMAD): Edward Thomas / Dru Danford / John More
Tel: +44 (0) 203 100 2222
Zeus Capital Limited: Ben Robertson / Dominic King / Jordan Warburton
Tel: +44 (0) 161 831 1512
Media enquiries
Headland Consultancy: Matt Denham / Antonia Pollock
Tel: +44 (0) 203 805 4885
Revolutionbeauty@headlandconsultancy.com
(mailto:Revolutionbeauty@headlandconsultancy.com)
The person responsible for arranging this announcement on behalf of the
Company is Neil Catto, Chief Financial Officer.
Financial Review
REVENUE
Year ended 28 February Year ended 29 February
2025 2024
£'M £'M Change %
£'M
By business channel:
Digital 28.7 20% 42.3 22% (13.6) (32.2%)
Stores 113.9 80% 149.0 78% (35.1) (23.6%)
Total Revenue 142.6 191.3 (48.7) (25.5%)
By region:
UK 44.5 31% 62.5 33% (18.0) (28.8%)
USA 34.3 24% 44.2 23% (9.9) (22.4%)
ROW 63.8 45% 84.6 44% (20.8) (24.6%)
Total Revenue 142.6 191.3 (48.7) (25.5%)
As shown in the table above, Group revenue decreased by £48.7m to £142.6m in
the year ended 28 February 2025 (2024: £191.3m). This revenue reduction was
significantly driven by the Group's SKU refinement initiative as further
discussed in note 8 to the financial statements.
Revenue performance varied across the Group's geographic reporting segments,
the UK declined by 28.8%, In the UK the digital channel saw a largest decline,
as the SKU count reduction was more impactful on online channels. The US
declined by 22.4%, driven by store group revenue declines, with planned for
space reductions in some retailers. The ROW segment declined by 24.6%, driven
by the reduction in SKU count through both distributor and digital partner
channels.
Store revenue decreased by £35.1m or 23.6% to £113.9m (2024: £149.0m). UK
store group revenue declined by 10.0%, the US by 24.0% and the ROW grew by
36.0%. Declines in the UK were partially driven by the discontinuation of The
Group's XX brand. In the US, some space reduction in retailers had a negative
impact. In the ROW channel, where stores are served by our distributor
partners, the SKU count reduction initiative had a negative impact on sales.
The reduction in the breadth of the Group's SKU portfolio, coupled with a
reduction in the online marketing spend as the Group consolidated its cash
position earlier in the year, has resulted in a reduction in sales through the
Groups own ecommerce channel.
PROFITS
Year ended 28 February Year ended 29 February
2025 2024
£'000 £'000 Change
£'000
Gross profit 54,446 88,355 (33,909)
Gross profit margin 38.2% 46.2% (8.0%)
Marketing and distribution costs (36,729) (47,132) 10,403
Administrative expenses (28,988) (37,899) 8,911
Impairment losses on financial assets (152) (1,035) 1,035
Net Impairment of property, plant and equipment (1,636) (75) (883)
Provision for legal cases - (293) 293
Other income - 2,414 (2,414)
Operating (loss)/profit (13,059) 4,335 (17,394)
Net finance (costs)/income (3,719) 7,108 (10,827)
(Loss)/profit before taxation (16,778) 11,443 (28,221)
Gross margin for the year ended 28 February 2025 reduced to 38.2% (FY24:
46.2%), a significant factor in the reduction was a non-recurring inventory
provision charge, treated as an adjusting item for the purposes of the Group
Alternative Performance Measure, of £8,353k. Without this charge, the gross
margin would have been 44.0%. The adjusting inventory provision was driven by
the Group's planned SKU count reduction program, which meant the group held
significant inventory on SKUs which were no longer being sold through the
Group's retail channels. In addition, the reduced sales performance during the
year and further decline in in sales through direct-to-consumer ecommerce and
digital partner channels contributed to a gross margin lower than reported in
the previous year.
Adjusted EBITDA decreased from £12.6m in FY24 to £4.7m in FY25. The main
driver for these declines was the reduction in sales and weaker gross margin
described above. Sales reduction and a softer gross margin were offset by
marketing and distribution cost savings of £10,403k and administration cost
savings of £8,911k. A reconciliation between Operating Profit and Adjusted
EBITDA is presented in note 8.
Operating loss before taxation for the year decreased to £13.1m (2024:
operating profit before taxation £4.3m).
FINANCE INCOME AND COSTS
Finance income of £169k related interest earned on bank deposits during the
year. On 12 December 2023 the Group announced that it had reached agreement to
sign a second deed of variation in respect of the timing and value of payments
of deferred consideration for its acquisition of Revolution Beauty QB Limited
(Formerly: Medichem Manufacturing Limited). The amendment to the deferred
consideration payable resulted in a net gain of £10.2m being recognise within
finance income in the prior year.
Finance costs were predominantly made up of interest on the Group's
outstanding balance on its Revolving Credit Facility and lease interest.
TAXATION
The Group's tax charge decreased from a charge of £0.7m to a charge of
£0.5m.
PROFIT/(LOSS) AFTER TAXATION
Loss after taxation decreased to £17.2m (2024: Profit after taxation
£10.7m).
ALTERNATIVE 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. Full details of
the adjusting charges incurred during the year are presented in Note 5 to the
financial statements.
The adjusting items identified as non-recurring in nature are set out below
and were considered in calculating the adjusted profits.
Year ended 28 February 2025 Year ended 29 February
£'000 2024
£'000 Change
%
Operating (loss)/profit (13,059) 4,335 (401%)
Depreciation, amortisation & impairment 6,493 5,180 25%
Share-based payment 538 2,372 (77%)
Loss/(profit) on disposal of asset 1 (6) (117%)
Adjusting items:
Settlement Income - (2,414) 100%
Restructuring costs 364 1,439 75%
Provision for settlement of legal cases 600 (1,644) 136%
Legal and professional fees 1,242 2,917 (57%)
Provision charges during the period related to non-strategic inventory 8,353 - 100%
Expected credit loss on receivable from related party 152 - 100%
Audit Fees - 391 100%
Total adjusting items added back 10,711 689 1,455%
Adjusted EBITDA 4,684 12,570 (63%)
Adjusted EBIT (1,809) 7,396 (124%)
Net finance (costs)/income (3,719) 7,107 (152%)
Adjusting items:
Gain on amendment of deferred consideration - (10,243) (100%)
Adjusted (Loss)/profit before taxation (5,528) 4,260 (230%)
Adjusted EBITDA decreased by £7.9m to a profit of £4.7m during the year
(2024: £12.6m profit). The decrease in EBITDA was primarily due to the sales
performance during the year, which was driven by the strategic SKU
rationalisation program.
Depreciation, amortisation and impairment increased due to stand impairment
charges (net of impairment reversals) of £1.6m which were recognised during
the year.
During the financial year the Group incurred restructuring and redundancy
costs of £364k (FY24: £1,439k). This relates to restructuring of the Group's
senior management team.
During the year the Group reached a settlement with Chrysalis Investments
Limited in respect of the claim made on 29 January 2024, costs associated with
settling the claim were £600k.
Non-recurring legal and professional fees of £1,093k were incurred during the
year in respect of the settlement of the Chrysalis claim and legal advice in
relation to the ongoing investigation by the FCA.
During the year the Group significantly refined its product portfolio due to
a change in strategy to focus on its core range, representing the brands
and SKUs that will be sold to customers on an ongoing basis. As a result, a
charge for losses and provisions on the clearance of non-strategic inventory
of £8,353k was recognised as an adjusting item. Details on the calculation of
the charge are included in note 8.
FINANCIAL POSITION AND RESOURCES
As at As at
28 February 29 February
2025 2024 Change
£'000 £'000 %
Restated
Intangible assets 4,734 4,934 (4%)
Property, plant and equipment 10,400 9,242 13%
Right of use asset 1,209 4,177 (71%)
Other receivable 1,944 1,931 1%
Deferred tax asset - 496 (100%)
Non-current assets 18,287 20,780 (12%)
Current assets excluding cash 57,034 87,686 (36%)
Liabilities excluding borrowings (66,180) (85,139) 24%
Cash and cash equivalents 5,690 8,636 (34%)
Borrowings (31,892) (31,785) 0%
Net debt (26,202) (23,149) (13%)
Net (liabilities)/assets (17,061) 178 (9,685%)
NON-CURRENT ASSETS
The Group states property, plant and equipment at cost, less depreciation or
provision for impairment. Non- current assets as at 28 February 2025 decreased
to £18.3m (2024: £20.8m), mainly due to the net impairment of £1.6m of
stand assets and the credit loss incurred on a receivable from a former
director to current assets.
CURRENT ASSETS
Current assets excluding cash decreased to £57.0m as at 28 February 2025
(2024: £89.7m). The inventory balance was lower at £21.4m (2024: £40.1m)
which was due to the improvement in inventory purchasing and reduced sales
levels. There was a decrease in Trade Receivables of £6.1m in line with sales
reductions. Other receivables have decreased by £1.2m with the reimbursement
asset recognised in the prior year having been recognised against the release
of the provision for the copyright settlement.
LIABILITIES
The decrease in total liabilities excluding borrowings as at 28 February 2025
of £20.9m relates to the decrease in trade payables of £9.0m due to the
lower inventory levels and therefore reduced supplier liabilities compared
with the previous year. In addition, the provision of £6.3m for the legal
claim against the group for copyright infringement by two music owners was
utilised, as the claim was settled during the year.
LIQUIDITY
On 28 February 2025, the Group had £5.7m cash, with gross borrowing of £32m
fully drawn from the Revolving Credit Facility ('RCF'). The value of the Group
net debt is £26.2m, excluding the deferred consideration.
CASH FLOW
Year ended 28 February Year ended 29 February
2025 2024
£'000 £'000 Change
£'000
Cash generated from operations 8,170 7,272 12%
Income tax - (753) (100%)
Net cash generated from operating activities 8,170 6,519 25%
Purchase of intangible assets (433) (270) 60%
Purchase of property, plant and equipment (6,566) (4,265) 54%
Others - 3 (100%)
Net cash used in investing activities (6,999) (4,532) 54%
Interest paid (2,591) (2,634) (2%)
Issue of new shares 14 88 (84%)
Others (1,327) (2,172) (39%)
Net cash used in financing activities (3,904) (4,718) (72%)
Net decrease in cash during the year (2,733) (2,731) (0%)
In FY25 net cash generated from operations improved significantly, by £1.7m
year on year. Without the level of adjusting costs incurred in the year,
significant reduction in inventory as the group managed its intake benefited
our working capital materially. This was offset by the no-recurring write off
of non-strategic stock and the reduction in payables as the Group addressed
legacy overdue supplier balances.
ISSUE OF NEW SHARES
In FY25, a total of 479,485 ordinary shares were issued under the share
incentive plans.
DIVIDEND
No ordinary dividends were paid during the year under review. The Directors do
not recommend payment of a final ordinary dividend for the year (2024: £nil).
Consistent with the guidance provided at IPO, the Group does not envisage
paying dividends in the foreseeable future and intends to re-invest surplus
funds in the development of the Group's business.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2025
Year ended Year ended
Notes 28 February 29 February
2025 2024
Unaudited Audited
£'000 £'000
Revenue 6 142,581 191,287
Cost of sales (88,135) (102,932)
Gross profit 54,446 88,355
Marketing and distribution costs (36,729) (47,132)
Administrative expenses
- General administrative expenses (29,140) (37,899)
- Impairment losses on financial assets (1,636) (1,035)
- Impairment of property, plant and equipment and right-of-use assets - (993)
- Reversal of impairment of property, plant and equipment and right-of-use - 918
assets
- Provision for legal cases - (293)
Total administrative expenses (30,777) (39,302)
Other operating income - 2,414
Operating (Loss)/Profit (13,059) 4,335
Finance income 169 10,247
Finance costs (3,888) (3,139)
(Loss)/Profit before taxation (16,778) 11,443
Income tax expense (456) (743)
(Loss)/Profit for the year/period (17,234) 10,700
Other comprehensive expense
for the period, net of tax
Exchange differences 41 153
Total comprehensive (Loss)/Income for the period (17,194) 10,853
(Loss)/ earnings per share (p) 7 (5.4) 3.4
Diluted earnings per share (p) 7 (5.4) 3.2
Adjusted EBITDA 8 4,684 12,570
The above consolidated condensed statement of comprehensive income should be
read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2025
28 February 29 February
Notes 2025 2024
Restated
Unaudited Audited
ASSETS £'000 £'000
Non-current assets
Intangible assets 4,734 4,934
Property, plant and equipment 10,400 9,242
Right-of-use assets 1,209 4,177
Other receivables 1,944 1,931
Deferred tax asset - 496
18,287 20,780
Current assets
Inventories 10 21,435 40,775
Trade and other receivables 11 35,404 40,789
Reimbursement asset 149 6,122
Corporation Tax Payable 46 -
Cash and cash equivalents 5,690 8,636
Total current assets 62,724 96,322
Current liabilities
Lease liabilities (952) (894)
Trade and other payables 12 (55,450) (65,299)
Deferred consideration (600) -
Provisions (401) (6,622)
Borrowings 9 (31,892) -
Corporation tax payable - 579
Total current liabilities (89,295) (73,394)
Net current assets/ (liabilities) (26,571) 22,928
Total assets less current liabilities (8,284) 43,708
Non-current liabilities
Lease liabilities (354) (3,481)
Borrowings - (31,785)
Deferred consideration (8,423) (8,264)
Total non-current liabilities (8,777) (43,530)
Net (liabilities)/ assets (17,061) 178
Equity
Share capital 3,199 3,185
Share premium 103,487 103,487
Warrant reserve 7,239 7,239
Merger reserve 14,860 14,860
Translation reserve 640 599
Retained earnings (146,486) (129,192)
Total equity (17,061) 178
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
Share capital Merger reserve Translation reserve Retained earnings Total
equity
Share Warrant reserve
premium
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 28 February 2023 3,097 103,487 7,239 14,860 446 (142,264) (13,135)
Profit for the period - - - - - 10,700 10,700
Other comprehensive expense net of taxation:
Foreign operations - foreign currency translation differences - - - - 153 - 153
Total comprehensive loss for the period - - - - 153 10,700 10,853
Transactions with owners in their capacity as owners:
Issue of shares, net of transaction costs 88 - - - - - 88
Share-based payments - - - - - 2,372 2,372
Total transactions with owners 88 - - - - 2,372 2,460
Balance at 29 February 2024 3,185 103,487 7,239 14,860 599 (129,192) 178
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
Share capital Merger reserve Translation reserve Retained earnings Total
equity
Share Warrant reserve
premium
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 29 February 2024 3,185 103,487 7,239 14,860 599 (129,192) 178
Loss for the period - - - - - (17,234) (17,234)
Other comprehensive expense net of taxation:
Foreign operations - foreign currency translation differences - - - - 41 - 41
Total comprehensive loss for the period - - - - 41 (17,234) (17,193)
Transactions with owners in their capacity as owners:
Issue of shares, net of transaction costs 14 - - - - - 14
Share-based payments - - - - - (60) (60)
Total transactions with owners 14 - - - - (60) (46)
Balance at 28 February 2025 3,199 103,487 7,239 14,860 640 (146,486) (17,061)
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2025
Year ended 28 February 2025 Year ended
29 February
2024
Unaudited Audited
£'000 £'000
Cash flows from operating activities
Profit/ (Loss) for the financial period (17,234) 10,700
Adjustments for:
Taxation 456 743
Finance costs 3,888 3,139
Finance income (169) (10,247)
Depreciation of property, plant and equipment and right-of-use assets 4,354 4,208
Net impairment of property, plant and equipment and right-of-use assets 1,636 75
Amortisation of intangible assets 648 897
Loss/(profit) on disposal of property, plant and equipment - 2
Loss/(profit) on disposal of intangible assets - 28
Equity settled share-based payment expense (60) 2,372
Provisions movement (6,324) (201)
Movements in working capital:
Movement in inventories 19,340 6,933
Movement in receivables 13,295 3,523
Movement in payables (11,660) (14,900)
Cash used in operating activities 8,170 7,272
Income tax refunded/(paid) - (753)
Net cash used in operating activities 8,170 6,519
Cash flows from investing activities
Purchase of intangible assets (433) (270)
Purchase of property, plant and equipment (6,566) (4,265)
Finance income - 3
Net cash used in investing activities (6,999) (4,532)
Cash flows from financing activities
Interest paid (2,591) (2,634)
Proceeds from issue of shares, net of transaction costs 14 88
Payment of lease liabilities (1,327) (2,172)
Net cash generated from financing activities (3,904) (4,718)
Cash and cash equivalents
Net (decrease) in the period (2,733) (2,731)
Cash and cash equivalents at the beginning of the period 8,636 11,044
Effects of exchange rate changes (213) 323
Cash and cash equivalents at the end of the period 5,690 8,636
1. GENERAL INFORMATION
Revolution Beauty Group plc ("the Company") is a public company limited by
shares, and incorporated in England and Wales, with company number 11666025,
and domiciled in the United Kingdom. The Company listed on the Alternative
Investment Market (AIM) on 19 July 2021. The address of 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.
Basis of preparation
The condensed consolidated unaudited financial statements for the period 1
March 2024 to 28 February 2025 are unaudited. The condensed consolidated
financial statements incorporate audited comparative figures for year ended 31
March 2024.
The Independent Auditor's report on the Annual Report and Financial Statements
for 2024 was qualified in and contained a statement by way of emphasis in
respect of going concern. The independent auditor's report for 2024 filed with
the Registrar of Companies contains information in respect of each matter that
has contributed to a qualified opinion.
These Condensed Consolidated 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 29 February 2024.
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards ("IFRS"). The financial statements have
been prepared on the historical cost basis. The financial statements are
prepared and presented in Sterling, which is the functional currency of the
Company. Monetary amounts in these financial statements are rounded to the
nearest £'000.
Measurement convention
The financial statements have been prepared under the historical cost
convention except for, where disclosed in the accounting policies, certain
items shown at fair value. Historical cost is generally based on the fair
value of the consideration given in exchange for goods, services and assets.
The preparation of financial statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and the disclosure of
contingent liabilities at the reporting date. If in the future, such estimates
and assumptions which are based on management's best judgement at the
reporting date, deviate from the actual circumstances, the original estimates
and assumptions will be modified as appropriate in the year in which the
circumstances change.
Critical accounting estimates and key sources of estimation uncertainty in
applying the accounting policies are disclosed in note 3.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
Basis of consolidation
The consolidated financial statements incorporate those of Revolution Beauty
Group plc and all of its subsidiaries.
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the company has the practical
ability to direct the relevant activities of the investee without holding the
majority of the voting rights. In determining whether de-facto control exists
the company considers all relevant facts and circumstances, including:
• The size of the company's voting rights relative to both the size and
dispersion of other parties who hold voting rights
• Substantive potential voting rights held by the company and by other
parties
• Other contractual arrangements
• Historic patterns in voting attendance.
The consolidated financial statements present the results of the company and
its subsidiaries ("the Group") as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in
full.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by other members of the Group.
Going Concern
As previously announced, the Company has also been in discussions with its
shareholders and potential investors regarding an equity fundraise to reduce
net debt and provide the working capital needed by the business to service its
customers and take advantage of potential growth opportunities. As noted
above, the Company will today embark on an equity fundraising to raise gross
proceeds of approximately £15 million, which will enable the Company to
reduce its level of net debt and provide sufficient working capital to support
the re-balanced plan. The Company will later today also announce that it has
extended the Group's existing revolving credit facility ("RCF") until July
2028, conditional on a successful fundraising (which will be subject to
shareholder approval at a general meeting). The RCF will be reduced to £28m
and the covenants will be amended to be consistent with the re-balanced plan.
The Directors acknowledge that the successful completion of this process is
not yet certain. However, they have a reasonable expectation that the process
will be successfully concluded within the necessary timeframe. On this basis,
the Directors believe that the Group will have sufficient resources to
continue in operational existence for the foreseeable future.
Accordingly, the Directors consider it appropriate to prepare the Company's
forthcoming annual report and financial statements on a going concern basis,
whilst noting that the successful conclusion of the fundraising represents a
material uncertainty which may cast significant doubt over the Group's ability
to continue as a going concern should it not be achieved.
Business Combinations
The cost of a business combination is the fair value at acquisition date of
the assets given, equity instruments issued, and liabilities incurred or
assumed. The excess of the cost of a business combination over the fair value
of the identifiable assets, liabilities and contingent liabilities acquired is
recognised as goodwill. Costs directly attributable to the business
combination are expensed to the profit or loss as incurred.
Standards, amendments and interpretations to existing standards that are not
yet effective and have not been early adopted by the group.
The following standards and interpretations relevant to the Group have been
issued for accounting periods after 1 January 2025 but are not yet effective
and as such have not been applied in the preparation of the financial
statements.
Standard/amendment
Amendments to IAS 21 - Lack of Exchangeability
Amendments to IFRS 18 - Presentation and Disclosure in the Financial
Statements
Amendments to IFRS 19 - Subsidiaries without Public Accountability:
Disclosures
Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and
measurement requirements for financial instruments
The above standards are not expected to impact the Group materially.
Revenue recognition
Revenue represents invoiced sale of goods to customers net of sales tax.
Revenue is recognised when control of a good is transferred to the customer,
which is when the Group's performance obligations are considered to have been
met in line with its contracts and is adjusted for returns and provisions for
expected returns, discounts, rebates and refunds.
Estimation is required in assessing concessions provided to the customer such
as refunds and returns. Such estimates are determined using either the
'expected value' or 'most likely amount' method, which are determined by
assessing historic concessions made to customers for refunds and returns.
Provisions for refunds and returns are recognised within trade and other
payables. Returns are an area of significant judgement, as set out below.
The Group sells its products via their own website and to third party online
retailers ("digital") and wholesale sales to retailers and distributors
("store groups").
LOYALTY SCHEME
The Group operates a loyalty card scheme for 'digital' customers where points
are earned for products purchased online. The Group accounts for loyalty
points as a separately identifiable component of the sales transaction in
which they are granted. Deferred revenue is recognised in relation to points
issued but not yet redeemed. Deferred revenue is subsequently recognised when
the loyalty points are redeemed or when they expire.
A portion of the transaction price is allocated to the loyalty scheme points
based on relative stand-alone selling price of the points issued. When
estimating relative stand-alone selling price, the Group assesses the
likelihood that the customer will redeem the points based on historic
redemption rates.
STORE GROUPS
Store group revenue is recognised when title has passed in accordance with the
terms of the contract. The timing of transfer of control in wholesale
transactions is either when the goods have been collected by the customer or
when the goods have been delivered to the location specified in the contract
and the customer has accepted the products in accordance with the sales
contract.
Sales incentives, cash discounts and product returns are deducted from net
sales, such as commercial cooperation and discounts. Incentives granted to
customers are recorded as a deduction from net sales.
Sales incentives, cash discounts, provisions for returns and incentives
granted to distributors and customers are recorded simultaneously to the
recognition of sales if it is highly probable that the incentive will be
utilised., The determination of whether incentives will be utilised is based
mainly on statistics compiled from past experience and contractual conditions.
Historical experience enables the group to estimate reliably the value of
goods that will be returned, or the extent of utilisation of any incentive
given, and restrict the amount of revenue that is recognised such that it is
highly probable that there will not be a reversal of previously recognised
revenue.
In some cases, the Group can enter into arrangements with customers where
payments are made to compensate for certain promotional actions or operational
costs for which the Group will be invoiced. As such payments cannot usually be
separated from the supply relationship, the compensation for promotional
actions is not deemed to be a distinct service and therefore the Group
recognises the consideration paid as a deduction of revenue. Upon satisfaction
of the performance obligations, customers are granted payment terms ranging
from payment in advance (proforma) to up to 120 days, depending on the terms
agreed upon in each contract.
Foreign currencies
The financial statements are presented in Sterling, this being the functional
currency of the primary economic environment of the parent company.
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are re-measured. Non-monetary items are not
retranslated. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement.
On consolidation, assets and liabilities of foreign operations are translated
into sterling closing rate at the date of that statement of financial
position. The results of foreign operations are translated into sterling at
average rates of exchange for the year. Exchange differences arising on
translating net assets at opening rate and the results of overseas operations
at actual rate are recognised in other comprehensive income and accumulated in
the translation reserve.
Finance income and costs
Finance costs comprise interest charged on liabilities and finance costs
accruing from lease liabilities.
Interest income and interest payable are recognised in the statement of
comprehensive, using the effective interest method.
Adjusting Items
Adjusting items are those which are non-recurring and not assessed to
represent charges and credits incurred or gained in the Group's normal course
of business and are material by size or nature. All items identified as
adjusting are set out in note 8.
Segmental reporting
The Group has one operating segment; being its retail business. The Chief
Operating Decision Maker has been identified as the board of directors of
Revolution Beauty Group plc, which receives regular reporting on its retail
business.
Property, plant and equipment
The Group states property, plant and equipment at cost, less accumulated
depreciation and accumulated impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Stands are provided to retail customers for displaying the Group's products in
store. The Group recognises stands as property, plant and equipment as the
Group are solely responsible for providing, maintaining and disposing of the
stands and therefore the Group is considered to have control of these assets.
Depreciation is calculated using the straight-line method to write down
assets' cost amounts to their residual values over their estimated useful
lives. The estimated useful lives are as follows:
Leasehold improvements 5 years
Stands 2 to 5 years
Office equipment 3 years
Computer equipment 3 years
The assets' residual values, useful lives and depreciation method are
reviewed, and adjusted if appropriate, at the end of each reporting period. An
asset's carrying amount is written down immediately to its recoverable amount
if the asset's carrying amount is greater than its estimated recoverable
amount. Gains and losses
on disposals are determined by comparing the proceeds with the carrying amount
and are recognised within 'Administrative expenses' in the income statement.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised.
Instead, goodwill is tested annually for impairment, or more frequently if
events or changes in circumstances indicate that it might be impaired and is
carried at cost less accumulated impairment losses. Impairment losses on
goodwill are taken to profit or loss and are not subsequently reversed.
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately
from goodwill at the acquisition date where it is probable that the future
economic benefits that are attributable to the asset will flow to the entity
and the fair value of the asset can be measured reliably.
Amortisation is calculated on a straight-line basis, less its estimated
residual value, over its useful economic life. Intangible assets amortisation
is recorded in general administrative expenses in the income statement. The
estimated useful lives are as follows:
Software 5 years
Website costs 3 years
Trademarks 5 years
Intellectual property 5 -10 years
Impairment of property, plant and equipment and of intangible assets,
including right-of-use assets
At each reporting period end date, the Group reviews the carrying amounts of
its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss, if any. Where it is not
possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the
asset belongs. The Group considers that as the tangible assets are linked to
individual customers and that revenue generated from each customer are
entirely independent of each other, the CGU for tangible assets is at the
customer level.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) prior years. A
reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried in at a revalued amount, in which case
the reversal of the impairment loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value on a
'Weighted Average Cost' basis. Costs of purchased inventory includes the
purchase price, import duties, other taxes and delivery costs and are
determined after deducting rebates and discounts received or receivable. Cost
comprises of direct materials and delivery costs, direct labour, import duties
and other taxes, an appropriate proportion of variable and fixed overhead
expenditure based on normal operating capacity.
Inventory in transit is stated at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs
necessary to make the sale.
Financial instruments
Financial assets and liabilities are recognised on the statement of financial
position when the Group has become party to the contractual provisions of the
instrument and derecognised when it ceases to be a party to such provisions.
Trade and other receivables
Trade receivables are initially measured at their transaction price. Other
receivables are initially measured at fair value plus any directly
attributable transaction costs. Receivables are held to collect the
contractual
cash flows which are solely payments of principal and interest. Therefore,
these receivables are subsequently measured at amortised cost using the
effective interest rate method.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and other short-term
investments held by the Group with maturities of less than three months from
date of acquisition. These are highly liquid investments that are readily
convertible into known amounts of cash and are subject to an insignificant
risk of change in fair value.
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.
Deferred consideration
Deferred consideration is initially recognised at fair value and subsequently
measured at amortised cost. Charges arising on significant financing component
of deferred consideration are recognised in profit or loss over the life of
the deferral period.
Borrowings
Interest-bearing loans are initially measured at fair value, net of direct
transaction costs and are subsequently measured at amortised cost. Borrowings
are classified between current and non-current liabilities dependent on the
remaining term of the loan, alongside compliance with attached covenants. The
effective interest method allocates interest expense to each period at the
rate which discounts estimated future cash payments through the expected life
of the debt to the net carrying amount on initial recognition. Finance
charges, including fees and premiums payable on settlement or redemption, are
recognised in profit or loss over the term of the loan using an effective rate
of interest. Arrangement fees in relation to undrawn facilities are recognised
as a prepayment to reflect the right for the Group to borrow in the future on
pre-specified terms which may be favourable. The prepayment is released to
profit or loss on a systematic basis, the timing of which depends on the
probability of further draw down of the facility. If further draw down is not
probable, the fee is recognised over the period of the facility to which it
relates, if it is probable, the prepayment is held at full amount until draw
down.
Classification and subsequent measurement of financial liabilities
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements and financial covenants entered
into. An equity instrument is any contract that evidences a residual interest
in the assets of the Group after deducting all its liabilities.
Equity
Equity instruments issued are recorded at fair value on initial recognition
net of transaction costs.
Provisions
Provisions are recognised when the company has a present (legal or
constructive) obligation as a result of a past event, it is probable the
company will be required to settle the obligation, and a reliable estimate can
be made of the amount of the obligation. The amount recognised as a provision
is the best estimate of the
consideration required to settle the present obligation at the reporting date,
taking into account the risks and uncertainties surrounding the obligation. If
the time value of money is material, provisions are discounted using a current
pre-tax rate specific to the liability. The increase in the provision
resulting from the passage of time is recognised as a finance cost.
Where the Group has contractual arrangements in place that are expected to
result in reimbursement of liabilities for which a liability has been provided
for, a reimbursement asset is separately recognised. Such assets are only
recognised where the Group is virtually certain that the reimbursement will be
received. The resulting recognition within the profit and loss, is that the
provision is recognised net of the reimbursement asset.
Impairment of financial assets under IFRS 9
The Group establishes a provision for impairment of financial assets when
there is objective evidence that the group will not be able to collect all
amounts due according to the original terms of the receivable.
The probability of default and expected amounts recoverable are assessed using
reasonable and supportable past and forward-looking information that is
available without undue cost or effort. Under IFRS 9, the Group considers a
financial asset to be in default when the counterparty is unlikely to pay its
credit obligations in full without recourse to actions such as the realisation
of collateral. The expected credit loss is a probability-weighted amount
determined from a range of outcomes and takes into account the time value of
money.
Trade receivables
For trade receivables, the simplified approach is used for expected credit
losses as there is no significant financing component. The lifetime expected
credit losses are measured by applying an expected loss rate to the gross
carrying amount. The expected loss rate comprises the risk of a default
occurring and the expected cash flows on default based on the aging of the
receivable. The risk of a default occurring always takes into consideration
all possible default events over the expected life of those receivables ("the
lifetime expected credit losses"). Different provision rates and periods are
used based on groupings of historic credit loss experience by product type,
customer type and location.
Impairment of other receivables measured at amortised cost
The measurement of impairment losses depends on whether the financial asset is
'performing', 'underperforming' or 'non-performing' based on the Group's
assessment of increases in the credit risk of the financial asset since its
initial recognition and any events that have occurred before the year-end
which have a detrimental impact on cash flows. The financial asset moves from
'performing' to 'underperforming' when the increase in credit risk since
initial recognition becomes significant.
In assessing whether credit risk has increased significantly, the Group
compares the risk of default at the year- end with the risk of a default when
the receivable was originally recognised using reasonable and supportable past
and forward-looking information that is available without undue cost. The risk
of a default occurring takes into consideration default events that are
possible within 12 months of the year-end ("the 12-month expected credit
losses") for 'performing' financial assets, and all possible default events
over the expected life of those receivables ("the lifetime expected credit
losses") for 'underperforming' financial assets.
Impairment losses and any subsequent reversals of impairment losses are
adjusted against the carrying amount of the receivable and are recognised in
profit or loss.
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense unless those costs are required to be recognised as part of the cost
of other assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received. Termination benefits are
recognised immediately as an expense when the Group is demonstrably committed
to terminate the employment of an employee or to provide termination benefits.
Defined contribution pension plans
Obligations for contributions to defined contribution pension plans are
recognised as an expense in the Consolidated Statement of Profit or Loss in
the periods which services are rendered by employees.
Share-based payments
The company issues equity-settled share-based incentives to certain employees
in the form of share options and incentive shares and recharges the cost of
these to the relevant subsidiary company. Equity-settled share- based payments
are measured at fair value at the date of grant. The fair value determined at
the grant date is expensed in the relevant subsidiary's financial statements
on a straight-line basis over the estimated vesting period, based on the
estimate of shares that will eventually vest. For share options which vest in
instalments over the vesting period, each instalment is treated as a separate
share option grant, each with a different vesting period. A corresponding
adjustment is made to equity.
The fair value of incentive shares and share options are measured using the
Monte Carlo model. The expected life used in the model has been adjusted,
based on management's best estimate, for the effect of non- transferability,
exercise restrictions and behavioural conditions.
If the vesting conditions of incentive shares or share options are modified in
a manner that is beneficial to the employee and this modification increases
the fair value of the equity instruments granted (or increases the number of
equity instruments granted) measured immediately before and after the
modification, the entity shall include the incremental fair value granted in
the measurement of the amount recognised for services received as
consideration for the equity instruments granted. The incremental fair value
granted is the difference between the fair value of the modified equity
instrument and that of the original equity instrument, both estimated as at
the date of modification. If the modification occurs during the vesting
period, the incremental fair value granted is included in the measurement of
the amount recognised for services received over the period from the
modification date until the date when the modified equity instruments vest, in
addition to the amount based on the grant date at fair value of the original
equity instruments, which is recognised over the remained of the original
vesting period. Cancellations or settlements are treated as an acceleration of
vesting and the amount that would have been recognised over the remaining
vesting period is recognised immediately.
Taxation
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent that it relates to
items recognised in other comprehensive income or directly in shareholders'
funds. In this case, the tax is also recognised in other comprehensive income
or directly in shareholders' funds, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the balance sheet date in the countries
where the Group operates and generates taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to
the tax authorities.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised. Deferred income tax is recognised on
temporary differences arising between the tax basis of assets and liabilities
and their carrying amounts in the financial statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantively
enacted by the balance sheet date and are expected to apply when the related
deferred income tax asset is released or the deferred income tax liabilities
is settled.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or
different taxable entities where there is an intention to settle the balances
on a net basis.
Since the Group is able to control the timing of the reversal of the temporary
difference associated with interests in subsidiaries, a deferred tax liability
is recognised only when it is probable that the temporary difference will
reverse in the foreseeable future mainly because of a dividend distribution.
At present, no provision is made for the additional tax that would be payable
if the subsidiaries in certain countries remitted their profits because such
remittances are not probable, as the Group intends to retain the funds to
finance organic growth locally.
Leases
On commencement of a contract (or part of a contract) which gives the Group
the right to use an asset for a period of time in exchange for consideration,
the Group recognises a right-of-use asset and a lease liability unless the
lease qualifies as a 'short-term' lease or a 'low-value' lease.
Short-term leases
Where the lease term is twelve months or less and the lease does not contain
an option to purchase the leased asset, lease payments are recognised as an
expense on a straight-line basis over the lease term.
Leases of low-value assets
For leases where the underlying asset is 'low-value', lease payments are
recognised as an expense on a straight-line basis over the lease term.
Initial and subsequent measurement of the right-of-use asset
A right-of-use asset is recognised at commencement of the lease and initially
measured at the amount of the lease liability, plus any incremental costs of
obtaining the lease and any lease payments made at or before the leased asset
is available for use by the Group.
The right-of-use asset is subsequently measured at cost less accumulated
depreciation and any accumulated impairment losses. The depreciation methods
applied are as follows:
Right-of-use assets on a straight-line basis over the shorter of the lease
term and the useful life.
The right-of-use asset is adjusted for any re-measurement of the lease
liability and lease modifications.
Initial measurement of the lease liability
The lease liability is initially measured at the present value of the lease
payments during the lease term discounted using the interest rate implicit in
the lease, or the incremental borrowing rate if the interest rate implicit in
the lease cannot be readily determined.
Subsequent measurement of the lease liability
The lease liability is subsequently increased for a constant periodic rate of
interest on the remaining balance of the lease liability and reduced for lease
payments.
Interest on the lease liability is recognised in profit or loss, unless
interest is directly attributable to qualifying assets, in which case it is
capitalised in accordance with the Group's policy on borrowing costs.
Remeasurement of the lease liability
The lease liability is adjusted for changes arising from the original terms
and conditions of the lease that change the lease term, the Group's assessment
of its option to purchase the leased asset, the amount expected to be payable
under a residual value guarantee and/or changes in lease payments due to a
change in an index or rate. The adjustment to the lease liability is
recognised when the change takes effect and is adjusted against the
right-of-use asset, unless the carrying amount of the right-of-use asset is
reduced to nil, when any further adjustment is recognised in profit or loss.
On termination of leases, the right-of-use asset and lease liability are
derecognised, with any resulting gain or loss being recognised in profit or
loss.
Adjustments to the lease payments arising from a change in the lease term or
the lessee's assessment of its option to purchase the leased asset are
discounted using a revised discount rate. The revised discount rate is
calculated as the interest rate implicit in the lease for the remainder of the
lease term, or if that rate cannot be readily determined, the lessee's
incremental borrowing rate at the date of reassessment.
Changes to the amounts expected to be payable under a residual value guarantee
and changes to lease payments due to a change in an index or rate are
recognised when the change takes effect and are discounted at the original
discount rate unless the change is due to a change in floating interest rates,
when the discount rate is revised to reflect the changes in interest rate.
Lease modifications
A lease modification is a change that was not part of the original terms and
conditions of the lease and is accounted for as a separate lease if it
increases the scope of the lease by adding the right to use one or more
additional assets with a commensurate adjustment to the payments under the
lease.
For a lease modification not accounted for as a separate lease, the lease
liability is adjusted for the revised lease payments, discounted using a
revised discount rate. The revised discount rate used is the interest rate
implicit in the lease for the remainder of the lease term, or if that rate
cannot be readily determined, the lessee company's incremental borrowing rate
at the date of the modification.
Where the lease modification decreases the scope of the lease, the carrying
amount of the right-of-use asset is reduced to reflect the partial or full
termination of the lease. Any difference between the adjustment to the lease
liability and the adjustment to the right-of-use asset is recognised in profit
or loss.
For all other lease modifications, the adjustment to the lease liability is
recognised as an adjustment to the right-of-use asset.
3. JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities, and the disclosure of contingent assets and
liabilities, that are not readily apparent from other sources. The estimates
and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from
these estimates, and subsequent changes are accounted for when such
information becomes available.
Judgements
In the course of preparing the financial statements, judgements have been made
in the process of applying the accounting policies that have had a significant
effect in the amounts recognised in the financial statements. The following
are the areas requiring the use of judgements that may significantly impact
the financial statements.
Expected credit losses
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses. During this process the
probability of non-payment of the trade receivables is assessed. This
probability is then multiplied by the amount of the expected loss arising from
default to determine the lifetime expected credit loss for the trade
receivables. For trade receivables, which are reported net, such provisions
are recorded in a separate provision account with the loss being recognised
within cost of sales in the statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross carrying value of
the asset is written off against the associated provision.
Estimates
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or in the
period of the revision and future periods where the revision affects both
current and future periods. Estimates include:
Returns
Some customers are able to return unsold inventory. At the period end, the
Group makes a provision for returns based on historical averages, or actual
values that have been agreed with the customer and is deducted from revenue
and recorded within accruals within trade and other payables.
Measurement of inventory provision
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 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.
Inventory consists of a large number of SKUs, with a range of values. The
slow-moving inventory provision is calculated for each SKU, based on sales in
a 12 month period, to calculate the number of months cover held at the balance
sheet date for each SKU held in inventory.
No provision is applied to SKUs where inventory cover is 12 months or less.
Where a SKU has more than 12 months inventory cover a provision of 50% is
applied to inventory expected to sell in months 13-24 and
100% to inventory expected to sell thereafter. Inventory cover is determined
by dividing the level of inventory on hand at the balance sheet date by sales
data for a 12 month period including a period after the balance sheet date, at
a SKU by SKU level.
As recent sales data does not accurately reflect the expected future sales of
products developed in the
12 months prior to the balance sheet date on an individual basis, historic
sales performance of all new products launched over the preceding three years
has been applied. Therefore, the Group has determined the historic rate of
sale of newly developed products and makes a further slow moving provision of
15% (2024: 25%) of the value of new SKUs launched in the 12 month period up to
the reporting date. Management reviews the basis of this provision annually to
ensure that the historic rate remains representative of current product launch
trends. The Group deem it appropriate to use a lower percentage of 15% against
the newly developed products in the year as a result of conducting an analysis
which proves that 85% of the stock sold within a year of the launch is at a
profitable sale. It is not practicable to estimate the impact of this change
in future periods.
In FY25, the Group introduced a new strategy to reduce its SKU portfolio,
which had become too broad due to overstocking and excessive brand expansion.
The commercial team identified 1,089 core SKUs that form the Group's ongoing,
replenishable sales offering. These SKUs will continue to be repurchased and
sold.
While all SKUs follow the same inventory provision policies, non-core SKUs are
no longer automatically restocked or planned for continued customer sales. As
a result, their net realisable value (NRV) may be lower, and this reduced
value may not be fully reflected by the standard NRV method based on
historical sales. This additional provision resulted in a charge of £9.5m, it
is not practicable to estimate the impact in future years.
The total provision at 28 February 2025 is £11.7m (2024: £15.4m). The
calculation of the inventory provision as at 28 February 2025 is based on a
number of assumptions. These are set out below, alongside a sensitivity to
those assumptions considered to be most subjective by management.
a. Provision rate of 50%. An increase or decrease in the provision
rate of 50% on inventory with inventory cover of greater than 24 months but
less than 36 months to the minimum of 0% or maximum of 100% possible would
increase or decrease the inventory provision by £1.0m
b. Newly developed product provision. An increase or decrease in the
provision applied to products developed in the 12 months prior to the
reporting date by 5% would increase or decrease the overall provision by
£0.4m.
Impairment of goodwill
The Group determines whether goodwill is impaired when indicators of
impairment are identified or in the annual assessment of impairment. The
annual assessment requires an estimate of the value in use of the CGUs to
which the assets are allocated, which is by business unit. A CGU for goodwill
is deemed to be an individual entity.
Estimating the value in use requires the Group to make an estimate of the
expected future cash flows from each business unit and discount these to their
net present value at a discount rate. The resulting calculation is sensitive
to the assumptions in respect of future cash flows and the discount rate
applied.
Forecasting expected cash flows and selecting an appropriate discount rate
inherently requires estimation. A sensitivity analysis has been performed over
the estimates. The resulting calculation is sensitive to the assumptions in
respect of future cash flows and the discount rate applied. The Directors
consider that the key assumptions made within the cash flow forecasts include
sales levels. The Directors consider that the assumptions made represent their
best estimate of the future cash flows generated by the CGUs, and that the
discount rate used is appropriate given the risks associated with the specific
cash flows.
The recoverable amount for RBI exceeds the total carrying value of CGU by
£2.7m. The calculation of the recoverable amount as at 28 February 2025 is
based on a number of assumptions. These are set out below, alongside a
sensitivity to those assumptions considered to be most subjective by
management.
a. EBITDA forecast per year of £2.9m - a decrease of £0.7m in EBITDA
per year would result in the recoverable amount to be equal to its carrying
amount.
b. WACC rate of 27%. WACC would have to increase by 18% for the
recoverable amount to be equal to its carrying amount.
Measurement, useful lives and impairment of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive
to changes in the estimated useful economic lives and residual values of the
assets. The useful economic lives and residual values are reassessed annually.
They are amended when necessary to reflect current estimates, based on
technological advancement, future investments, economic utilisation and the
physical condition of the assets. In the event of impairment, an estimate of
the asset's recoverable amount is made. The value of the assets are tested
whenever there are indications of impairment.
Impairment of property, plant and equipment
The Group determines whether property, plant and equipment, predominantly
related to stands used in stores to present the Group's inventory for sale,
are impaired or require reversal of impairment when indicators of impairments
or reversal of impairment exist or based on the annual impairment assessment.
The annual assessment requires an estimate of the value in use of the CGUs to
which the assets are allocated, which is at a customer level.
Estimating the value in use requires the Group to make an estimate of the
expected future cash flows from each customer and discount these to their net
present value at a discount rate. The resulting calculation is sensitive to
the assumptions in respect of future cash flows and the discount rate applied.
Forecasting expected cash flows and selecting an appropriate discount rate
inherently requires estimation. A sensitivity analysis has been performed over
the estimates. The resulting calculation is sensitive to the assumptions in
respect of future cash flows and the discount rate applied. The Directors
consider that the key assumptions made within the cash flow forecasts include
sales levels. The Directors consider that the assumptions made represent their
best estimate of the future cash flows generated by the CGUs, and that the
discount rate used is appropriate given the risks associated with the specific
cash flows.
Measurement of legal provisions
The Group recognises a provision when it has a present liability for a past
event, in accordance with IAS 37.
With regard to legal claims, management consider the status of any claims and
all legal advice available to determine that a liability exists. Where no
agreement has been reached for the value of a claim with the
claimant, estimation is required in assessing the quantum of the liability.
Estimating the liability also involves consideration of all available advice
from counsel, the legal stage of the claim, any offers for settlement which
have been made and whether or not they have been accepted. The strength of the
claims and the defence is also considered. Management consider that the
assessment made in respect of legal claims provided for at the Balance Sheet
date represents their best possible estimate of the expected liability using
the available information.
Measurement of the adjusting item in respect of Non-Strategic Inventory
As set out in Note 8, the Group's adjusted performance measures include an
adjustment to add back losses and associated provisions relating to the
clearance of non-strategic SKUs. Judgement is required in determining the
proportion of the provision movement that should be included in the
adjustment, as non-strategic inventory has been sold through non-clearance
channels as well as clearance channels. The Directors have added back £2.7m
of provision per the Group's standard provisioning policy. This value has been
calculated based on the proportion of non-strategic SKU sales made through
clearance channels (75%). If 100% of this movement was allocated, then the
value of the add-back could be up to £3.6m which would make the adjusting
item be £7.6m and Adjusted EBITDA for the period would be £0.9m lower.
4. CORRECTION OF PRIOR YEAR 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 £1,950,000 has been reclassified as at 29 February 2024, resulting in a
decrease to both trade and other receivables and trade and other payables.
Year ended Adjustments Year ended
29 February £'000 29 February
2024 2024
£'000 £'000
Trade and other receivables 42,739 (1,950) 40,789
Total current assets 98,272 (1,950) 96,322
Trade and other payables (67,249) 1,950 (65,299)
Total current liabilities (75,344) 1,950 (73,394)
Net assets/ (liabilities) 178 - 178
Total equity 178 - 178
5. 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. The Group sells its products through several
geographic areas as set out below and through various revenue channels. All of
these channels are managed through one central team and structure, inventory
is also purchased centrally. Therefore, management information is reported as
one operating segment, being revenue from sales of products and inventory
purchasing.
6. Revenue
An analysis of the Group's revenue is as follows: Year ended Year ended 29 February 2024
28 February
2025
Unaudited
£'000 £'000
Revenue analysed by class of business
Digital 28,749 42,347
Store Groups 113,832 148,940
142,581 191,287
Revenue analysed by geographical location
United Kingdom 44,506 62,514
United States of America 34,262 44,207
Rest of World 63,813 84,566
142,581 191,287
During the year the Group sold goods with a total value of £2.7m to customers
based in Russia.
7. 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.
Year ended Year ended 29 February 2024
28 February
2025
Unaudited
Loss attributable to shareholders (£'000) (17,234) 10,700
Weighted average number of shares ('000) 319,008 315,003
Basic earnings per share (p) (5.4) 3.4
Total comprehensive expense attributable to the owners of the company (£'000) (17,234) 10,700
Weighted average number of shares ('000) 319,008 315,003
Dilutive effect of share options - 19,724
Diluted earnings per share (p) (5.4) 3.2
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.
8. 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.
Year ended Year ended 29 February 2024
28 February
2025
Unaudited
£'000 £'000
Operating profit / (loss) (13,059) 4,335
Amortisation of intangible assets 647 897
Depreciation of property, plant and equipment 4,210 4,208
Impairment of property, plant and equipment 1,636 75
Loss on disposal of asset 1 (6)
Share-based payments 538 2,372
Operating items adjusted for:
Settlement Income - (2,414)
Restructuring costs 364 1,439
Provision for settlement of legal cases 600 (1,644)
Non-recurring legal fees 1,242 2,917
Charges during the period related to non-strategic inventory 8,353 -
Expected credit loss on Adam Minto receivable 152 -
Non-recurring audit fees - 391
Adjusted EBITDA 4,684 12,570
Depreciation, amortisation and impairments (6,493) (5,174)
Adjusted EBIT (1,809) 7,396
Net finance income/ (costs) (3,719) 7,107
Adjusting items:
Gain on amendment of deferred consideration - (10,243)
Adjusted PBT (5,528) 4,260
Operating adjusting items:
Restructuring (£364k)
During the financial year the Group incurred adjusting restructuring and
redundancy costs of £364k. This relates to restructuring of the Group's
senior management team.
Provision for legal cases (£600k)
On 29 January 2024 the Company received a pre-action letter from Chrysalis
Investments Limited (Chrysalis), stating that it believes that it has certain
potential claims against the Company in relation to its purchase of Revolution
Beauty shares in July 2021 and the sale of those shares in late 2022. On 2
January 2025 the Group announced that it had entered into a confidential
settlement with Chrysalis without any admission of liability by either party.
Costs of £0.6m incurred in relation to the claim are determined to be outside
of the Group's standard operating cost and are therefore considered to be an
adjusting item. Legal fees of £0.3m (FY24: £0.1m) were incurred as a result
of the settlement.
Non-recurring legal fees (£1.2m)
As announced on 23 September 2022, the Company's previous auditor wrote to the
Board on 21 September 2022 to identify a number of serious concerns that had
arisen during the course of its work on the audit of the Company's accounts
for the year ended 28 February 2022. The Board appointed independent external
advisors to undertake an independent investigation, and the Company appointed
Macfarlanes (lawyers), Rosenblatt (lawyers) and FRA (forensic accountants) on
23 September 2022, with the investigation concluding on 13 January 2023. As a
result of issues identified through this process, and the corresponding legal
and professional advice required to ensure the relisting of the Group's
ordinary shares on AIM market on 28 June 2023, the Company incurred costs of
£Nil (FY24: £1.4m) during the year.
As a result of issues identified through this process, the Company announced
legal proceedings against the Company's co-founder and former CEO, Adam Minto,
on 20 June 2023 alleging that the director breached his fiduciary, statutory,
contractual and/or tortious duties to the Company. A settlement was reached on
2 February 2024, for £2.9m to be paid annually over six equal instalments
between 28 March 2024 and 28 March 2029, the discounted value of the adjusting
settlement income to the company was £2.4m at the balance sheet date.
Included within adjusting legal fees are £Nil (FY24: £658k) of cost
associated with legal and professional support associated with this process.
On the 21 July 2023 the Financial Conduct Authority ('FCA') notified the
Company that it had commenced an investigation into potential breaches of the
Market Abuse Regulation, in relation to matters relating to the period from
July 2021 to September 2022. In engaging with the FCA, the Company has
incurred legal and professional costs of £0.8m (FY24: £0.2m).
Charges during the period related to non-strategic inventory (£8.4m)
As part of the Group's adjusted performance measures, losses incurred on the
clearance of certain non-strategic SKUs have been added back.
These SKUs, which no longer form part of the Group's ongoing product offering,
were sold at discounted prices in order to accelerate stock liquidation. The
clearance programme was required as a result of the Group's change in strategy
to focus on its core range and key product categories. Management considers
these costs to be non-recurring in nature, as they relate to the one-off
disposal of product lines that have been discontinued, and believes their
exclusion provides a clearer view of the underlying performance of the ongoing
business.
The directors have calculated this as the total sales of the non-strategic
inventory made to clearance channels, less the cost of the inventory sold,
with any provision related to the standard provisioning policy of the Group
(per note 2 to the accounts) added back. This also includes non-strategic
items remaining on the Balance Sheet at year-end that are expected to be sold
through clearance channels. This means that only the loss that has been
incurred to accelerate the disposal of this inventory has been included in the
APM table above. As mentioned in note 3 to the accounts, there is judgement on
how much of the standard provision to add back to take account of what is
truly non-recurring.
The Directors have added back £2.7m of provision per the Group's standard
provisioning policy. This value has been calculated based on the proportion of
non-strategic SKU sales made through clearance channels (75%). If 100% of this
movement was allocated, then the value of the add-back could be up to £3.6m
which would make the adjusting item be £7.6m and Adjusted EBITDA for the
period would be £0.9m lower.
9. Borrowings
29 February 2024
28 February
2025
Unaudited
£'000 £'000
Bank revolving credit facility 31,892 31,785
31,892 31,785
Analysed as:
Payable within one year 31,892 -
Payable after one year - 31,785
10. Inventories
28 February 29 February 2024
2025
Unaudited
£'000 £'000
Finished goods and goods for resale 21,435 40,775
Value of inventory provided for at period end (11,622) (15,506)
Value of inventory written back during period 3,884 17,914
The total cost of inventories recognised as an expense in cost of sale in the
period was £85,908,000 (2024: £123,131,000).
As set out in note 3, 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.
In FY25, the Group introduced a new strategy to reduce its SKU portfolio,
which had become too broad due to overstocking and excessive brand expansion.
The commercial team identified 1,089 core SKUs that form the Group's ongoing,
replenishable sales offering. These SKUs will continue to be repurchased and
sold.
While all SKUs follow the same inventory provision policies, non-core SKUs are
no longer automatically restocked or planned for continued customer sales. As
a result, their net realisable value (NRV) may be lower, and this reduced
value may not be fully reflected by the standard NRV method based on
historical sales. This additional provision resulted in a charge of £1.2m, it
is not practicable to estimate the impact in future years.
11. Trade and Other Receivables
29 February 2024
28 February (Restated)
2025
Unaudited
£'000 £'000
Trade Receivables 31,617 35,783
Other Receivables 1,233 2,412
Prepayments 2,554 2,594
35,404 40,789
12. 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.
28 February 29 February 2024
2025 (Restated)
Unaudited
£'000 £'000
Trade Payables 31,216 40,256
Other Taxation and Social Security 1,056 1,206
Other Payables 143 201
Accruals 23,035 23,636
55,450 65,299
13. 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.
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