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REG - Victoria PLC - Half-year Report

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RNS Number : 8439L  Victoria PLC  17 December 2025

Victoria PLC

('Victoria' or the 'Company', or the 'Group')

 

Half-year Report

for the six months ended 27 September 2025

 

Strong progress in cost savings, successful refinancing and positioning the
business for recovery

 

Victoria PLC (LSE: VCP), the international designers, manufacturers and
distributors of innovative flooring, announces its half-year report for the
six months ended 27 September 2025, which are in line with the trading update
of 6 November.

 

FINANCIAL AND OPERATIONAL HIGHLIGHTS

 Continuing operations(1)                         26 weeks ended      26 weeks ended

                                                  27 September 2025   28 September 2024

 Underlying revenue                               £528.7m             £568.8m
 Underlying EBITDA(1)                             £53.5m              £50.2m
 Underlying EBITDA (Pre IFRS-16)                  £36.1m              £34.6m
 Underlying operating profit(1)                   £11.4m              £7.7m
 Statutory operating loss                         (£44.7m)            (£140.8m)
 Underlying loss before tax(1)                    (£15.4m)            (£13.6m)
 Statutory net loss after tax                     (£139.4m)           (£141.7m)
 Underlying free cash flow(2)                     (£8.1m)             (£13.8m)
 Net debt, including IFRS16 lease liabilities(3)  £1,003.9m           £857.1m
 Net debt / underlying EBITDA                     8.6x                7.4x
 Earnings / (loss) per share
 - Basic                                          (121.62p)           (124.58p)
 - Diluted adjusted(2)                            (3.12p)             (5.01p)

 

(1) Underlying performance is stated before exceptional and non-underlying
items. In addition, underlying loss before tax and adjusted EPS are stated
before non-underlying items within finance costs.

(2) Underlying free cash flow represents cash flow after interest, tax and
replacement capital expenditure, but before investment in growth, financing
activities and exceptional items.

(3) Net debt is the sum of the financial liabilities, shown before preferred
equity, less cash.

 

Summary

·    Against a backdrop of mixed macroeconomic conditions and softer
consumer demand across key markets, the Group has delivered a resilient
performance characterised by strict cost discipline and significant margin
expansion.

·    Ongoing improvement in average selling prices mitigated lower volumes
as demand across Victoria's markets continues to track 20-25% below the
long-term trend. Eventual normalisation of demand implies a volume uplift of
more than 25% from current levels over time, but in the interim management
continues to execute internal initiatives to drive earnings.

·    The Board remains cautious about the near-term outlook due to the
various factors highlighted in the trading statement on 6(th) November and the
disruption within the legacy Belgian operations, as production is relocated to
Turkey temporarily impacting rug shipments.

 

Key Financial Highlights

·    Revenue trends: Revenue showed an improving trend through the period,
narrowing from a c. 11% decline in Q1, to a c. 2% decline in Q2.

·    Margin expansion: Underlying EBITDA margin expanded by more than
120bps to 10.1%.

·    Operational efficiency: Excluding the impact of the Rugs division
(currently undergoing restructuring), and prior year hedging variances, the
underlying margin improvement was approximately 390bps.

·    Earnings: Underlying EBITDA improved to £53.5m (H1 FY25: £50.2m),
demonstrating the effectiveness of the Group's strategic efficiency
programmes.

·    The Group recognised a statutory reported operating loss of £44.7m
and statutory net loss after tax of £139.4m in the period, which were
primarily driven by exceptional costs relating to: the provision taken in
respect of the Rugs reorganisation; and one-off costs relating to the
refinancing of the Group's senior debt.

 

Key Operational Highlights

·    Our UK carpets and hard flooring business continues to gain market
share and trade well ahead of last year despite softer trading in the run up
to the delayed Budget.

·    The Australian businesses continue to perform strongly with further
gains anticipated as the integration project underway within this division
further reduces costs.

·    Other markets - particularly France and Germany - remain weak,
impacting ceramics volumes (and, to a lesser extent, the artificial grass
business), although the effects have been partially offset by growth in
volumes in Spain and Portugal. Similarly, the US division has suffered from
soft consumer discretionary spending and delayed construction activity
following the US government shutdown.

·    Management actions already taken this year have been significant in
driving margin improvements, although ongoing weaker volumes are now expected
to result in underlying EBITDA being broadly in line with FY25, despite lower
revenues, excluding the one-off costs in our Rugs business as it transitions
manufacturing capacity from Belgium to Turkey.

·    Further cost savings through the balance of the year and into FY27
are being targeted.

·    Management's immediate focus remains on delivering the EBITDA
improvement initiatives outlined at the recent full year results (which, when
completed, are expected to deliver £70m annual EBITDA improvements vs FY25),
generating cash to deleverage the balance sheet, and rebuilding the Company's
credit rating.

 

Geoff Wilding, Executive Chairman of Victoria PLC commented:

"This financial year has seen us working on dual tracks: addressing the Group
balance sheet and executing internal initiatives to improve earnings.

 

The refinancing process has been more extended than originally expected and
reflects both the complexity of the capital structure and the point of the
cycle. Refinancing the 2028 bonds remains a key objective for the business,
and management continue to engage with all its capital providers to provide a
solution that is advantageous to the Company/all stakeholders.

 

Despite the macro environment headwinds, all the internal initiatives we
announced earlier this year are on schedule and additional savings have been
identified. Consequently, in the short term, and even with historically low
demand, margins have begun to recover. And in the medium term, as demand
normalises, we are confident Victoria's revenue will grow and with the higher
operational leverage now inherent in the business due to our initiatives we
anticipate earnings increasing sharply with a clear path to mid-to-high teen
EBITDA margins."

 

Investor presentation

Geoff Wilding, Executive Chairman, Philippe Hamers, Group Chief Executive and
Alec Pratt, Chief Financial Officer will provide a live presentation relating
to the half-year report via the Investor Meet Company platform today
(Wednesday 17 December 2025) at 13:00 GMT.

 

The presentation is open to all existing and potential shareholders. Investors
can sign up to Investor Meet Company for free to attend the presentation here:
https://www.investormeetcompany.com/victoria-plc/register-investor
(https://www.investormeetcompany.com/victoria-plc/register-investor) .

 

Investors who already follow Victoria PLC on the Investor Meet Company
platform will automatically be invited. The results presentation will be made
available on the Company's website on the day of results here
(https://www.victoriaplc.com/investors-welcome/) .

 

For more information contact:

 

 Victoria PLC                                                                   www.victoriaplc.com/investors-welcome

                                                                              (http://www.victoriaplc.com/investors-welcome)
 Geoff Wilding, Executive Chairman

                                                                              Via Walbrook PR
 Philippe Hamers, Group Chief Executive

 Alec Pratt, Chief Financial Officer

 Singer Capital Markets (Nominated Adviser and Joint Broker)                    +44 (0)20 7496 3095

 Rick Thompson, Phil Davies, James Fischer

 Berenberg (Joint Broker)                                                       +44 (0)20 3207 7800

 Ben Wright, Harry Nicholas, Tom Ballard

 Edelman Smithfield (Joint Investor Relations)                                  +44 (0)7970 174 353 or alex.simmons@edelmansmithfield.com

 Alex Simmons

 Walbrook PR (Media & Investor Relations)      +44 (0)20 7933 8780 or victoria@walbrookpr.com

 Paul McManus / Joe Walker                     +44 (0)7980 541 893 / +44 (0)7407 804 654

About Victoria PLC (www.victoriaplc.com (http://www.victoriaplc.com) )

 

Established in 1895 and listed since 1963 and on AIM since 2013 (VCP.L),
Victoria PLC, is an international manufacturer and distributor of innovative
flooring products. The Company, which is headquartered in Worcester, UK,
designs, manufactures and distributes a range of carpet, flooring underlay,
ceramic tiles, LVT (luxury vinyl tile), artificial grass and flooring
accessories.

 

Victoria has operations in the UK, Spain, Italy, Belgium, the
Netherlands, Germany, Turkey, the USA, and Australia and employs more than
5,000 people across more than 30 sites. Victoria is Europe's largest carpet
manufacturer and the second largest in Australia, as well as the largest
manufacturer of underlay in both regions.

 

The Company's strategy is designed to create value for its shareholders and is
focused on consistently increasing earnings and cash flow per share via
acquisitions and sustainable organic growth.

 

 

BUSINESS REVIEW

 

 H1, Financial Year(1)  2026      2025      2024      2023      2022      2021
 Underlying Revenue     £528.7m   £568.8m   £624.6m   £771.5m   £489.0m   £305.5m
 Underlying EBITDA      £53.5m    £50.2m    £92.7m    £100.1m   £84.5m    £52.4m
 Margin                 10.1%     8.8%      14.8%     13.0%     17.3%     17.2%

 

Against a mixed macroeconomic backdrop, the Group delivered a resilient
performance characterized by strict cost discipline and margin expansion.
While H1 revenue was 7% lower year-on-year, trading momentum improved
significantly through the period, narrowing from an 11% decline in Q1 to just
2% in Q2.

 

Crucially, targeted efficiency savings more than offset lower volumes.
Underlying EBITDA increased to £53.5m (H1 FY25: £50.2m), driving a 120bps
margin improvement to 10.1%. Excluding prior-year hedging impacts and the Rugs
division (currently undergoing major restructuring), the underlying EBITDA
margin improvement was approximately 390bps. This demonstrates the speed and
impact of the Group's efficiency programme, and further savings are being
targeted.

 

Operational progress remains on track. The Rugs reorganisation is proceeding
with the social plan agreed and the transfer of production equipment underway,
while in Spain the new V4 production line has been commissioned which will
deliver a step-change in earnings due to its scale and efficiency. Further
details are provided in the Strategic Initiatives section below.

 

Financially, the Group successfully refinanced its 2026 notes and SSRCF. The
comprehensive refinancing enhances liquidity and underscores strong support
from our lending partners.

 

The Group also continued to strengthen controls and governance across the
organisation through the launch of a refreshed compliance and internal audit
programme, revised monthly divisional and board reporting, and ongoing roll
out of a new delegation of authorities' framework.

 

PROGRESS ON EBITDA IMPROVEMENT INITIATIVES

 

All EBITDA improvement initiatives required to deliver the targeted £20m
savings in FY26 are now complete. Additional savings have been delivered ahead
of guidance and will support further margin improvement over the remainder of
the financial year.

 

Key initiatives targeted to drive improvement in underlying EBITDA in FY27 and
FY28 have also progressed in line with expectations.

 

Spanish Ceramics (V4 Line): The new V4 line was commissioned on schedule in
November and is in production. This €30m strategic investment creates a
highly automated facility with a production cost meaningfully below that of
our existing lines (and those of many competitors) and is expected to generate
circa €15m annualized EBITDA at full capacity. Combined with our focus on
cost control and portfolio optimization, this asset is positioned to
significantly enhance the medium-term profitability of the Spanish Ceramics
business.

 

Rugs Division Reorganisation (Belgium to Turkey): The relocation of production
is underway following the conclusion of labour negotiations. While critical
functions (management, design, distribution) remain in Belgium, the industrial
transfer to Turkey began in October 2025.

-      Operations: Two transferred looms are already operational in
Turkey; the remaining 22 are in transit or awaiting dismantling. Full asset
transfer is targeted for July 2026.

-      People: A new management structure is in place. The social plan
involves a reduction of 496 roles in Belgium, with 168 exits completed by
October-end.

-      Performance: The scale of this transfer has created temporary
transitional friction with the legacy Belgian operations, placing short-term
pressure on efficiency and operating results.

-      Financials: The reorganisation will have a cash cost of c.€50m
(approx. 80% severance), largely offset by property disposals, including a
sale-leaseback of a key Belgian distribution asset. A €40.9m provision has
been recorded in the half-year accounts. Cash costs are projected at €10m
(FY26), €30m (FY27), and €10m (FY28).

 

 

TARGETED CASHFLOW IMPROVEMENTS

 

The Board have reviewed and implemented various cash flow optimisation
initiatives including capex efficiencies, working capital improvements and
surplus / non-core asset sales, which will all contribute to improved
liquidity over the next 18 months.

 

Capex

 

The Board confirms capital expenditure requirements will now be approximately
£50-55m per annum in the near-term, which is a reduction from previous
guidance of £60-65m per annum. This £10 million per annum saving is largely
the product of recent investment together with the integration of business
units and also reflects the investment in the asset base through the cycle. It
comprises maintenance capex in the region of £40m per year, and following
significant recent capital investments in the Group, expansion capex is
expected to be limited to £10-15m per annum (excluding the one-off capex
associated with moving rug production from Belgium to Turkey).

 

Working capital

 

The Board is targeting a total working capital improvement of £40m at
constant volumes. This comprises of a reduction in overdue payments, inventory
optimisation through SKU reduction and selective improvements in payables
terms following the successful refinancing of our short-term maturities.

 

Surplus asset disposals

 

The Group is targeting at least £20m of proceeds from surplus disposals in
addition to the Belgian properties being sold as part of the Rugs
reorganisation. These are focused on smaller surplus assets across our UK and
European businesses, so that proceeds may be retained under our current bond
documentation. The Group continues to hold significant additional operational
property assets in both Spain and Italy in particular.

 

OPERATIONAL REPORT BY DIVISION

 

UK & Europe Soft Flooring

 

                     H1 FY26(1)        H1 FY25(1)
 Volumes (sqm)       54.7 million sqm  60.1 million sqm
 Underlying Revenue  £274.2 million    £284.8 million
 Underlying EBITDA   £28.6 million     £25.5 million
 Margin              10.4%             9.0%
 Underlying EBIT     £6.3 million      £2.7 million
 Margin              2.3%              0.9%

 

Performance in the period was mixed, characterized by strong margin expansion
in our core UK business offset by transitional reorganisational headwinds in
Rugs. Driven by the successful execution of our strategic initiatives,
absolute profitability and margins improved for the division overall.

 

Core performance (excluding Rugs): The UK Carpets and Underlay business
delivered a strong performance. H1 EBITDA (excluding Rugs) was £29.9m,
representing a margin of 15.9% - a significant year-on-year improvement of 4.1
percentage points.

 

UK Trading & Integration: UK Carpets and Underlay revenue remained broadly
flat despite a contraction in overall industry volumes, indicating market
share gains. Integration within UK Carpets has progressed well, enhancing
operational efficiency. Following the period end, we have also commenced the
integration of our UK Underlay business which is expected to further improve
productivity and performance.

 

The Grass business delivered a broadly flat performance compared with the
prior year, which was a resilient outcome given the adverse weather conditions
which suppressed demand during the peak season. The end market has also
experienced volatility as the supply chain has reacted to the changes in the
US tariff environment. This has presented opportunities for US growth, but
increased competition within Europe from Far Eastern suppliers

 

Rugs Restructuring: As outlined in the EBITDA improvement initiatives section,
the Rugs division is undergoing significant reorganization, including a
strengthened management team. While restructuring is proceeding at pace,
operational efficiency during this transitional phase has been impacted more
than anticipated resulting in lower revenues and negative H1 EBITDA of
c.£1.3m.

 

Rugs business - H1 FY26 financials

                     H1 FY26(1)        H1 FY25(1)        FY25
 Volumes (sqm)       20.5 million sqm  23.2 million sqm  50.4 million sqm
 Underlying Revenue  £86.7 million     £94.5 million     £205.9million
 Underlying EBITDA   £(1.3) million    £3.0 million      £10.4 million
 Margin              (1.5)%            3.2%              5.1%
 Underlying EBIT     £(6.8) million    £(3.3) million    £(1.9) million
 Margin              (7.8)%            (3.5)%            (0.9)%

 

Outlook: In the UK, we expect positive revenue and margin growth in H2
compared to FY25, supported by pricing actions and our competitive
manufacturing base. In Rugs, the Board expects H2 EBITDA to be broadly
breakeven, with a return to profitability targeted for FY27.

 

UK & Europe Ceramic Tiles

                     H1 FY26(1)        H1 FY25(1)
 Volumes             15.9 million sqm  17.4 million sqm
 Underlying Revenue  £134.7 million    £151.4 million
 Underlying EBITDA   £17.1 million     £19.5 million
 Margin              12.7%             12.9%
 Underlying EBIT     £2.9 million      £5.7 million
 Margin              2.2%              3.8%

 

Market conditions across the European ceramics industry remained mixed during
the period, however, the year-on-year decline in revenue primarily reflects
the Group's targeted bottom-slicing strategy where low margin sales were
proactively reduced.

 

The total gas hedging benefit in FY25 was £10.0m which was split £6.7m in H1
and £3.3m in H2, meaning cost savings delivered will continue against a
weaker comparative period in H2. Excluding the non-repeating FY25 benefit from
the favourable gas hedging position in the prior period, margins for the
division improved by 4.2ppts.

 

The Spanish domestic market has been particularly strong through FY2026 and is
demonstrating growth which continues to be reflected in our forward order
book. Operating margins are also on a positive trajectory and are
significantly ahead of FY25, supported by the efficiency measures implemented
across the business. Following the period end, the new V4 plant was
commissioned and remains on track deliver an incremental €15m of EBITDA once
at full capacity (further details in the EBITDA improvement initiatives
section).

 

Within the Italian operations, substantial organisational improvements have
been implemented following management changes in April, and there remain
further opportunities to integrate activities and enhance performance across
the businesses. The Italian domestic market remains stable, and competition in
lower price points in Eastern Europe remains intense.

 

France is an important market for both our Spanish and Italian businesses, and
collectively is our largest market outside of Spain and Italy. Performance in
H1 and the near-term outlook has been impacted by the ongoing political
uncertainty weighing on consumer confidence, however, there remains
significant recovery potential over the medium term.

 

Australia

                     H1 FY26(1)        H1 FY25(1)
 Volumes             11.4 million sqm  11.8 million sqm
 Underlying Revenue  £50.6 million     £54.7 million
 Underlying EBITDA   £7.3 million      £7.2 million
 Margin              14.4%             13.2%
 Underlying EBIT     £4.6 million      £4.5 million
 Margin              9.1%              8.2%

 

The Australian market remained stable during the period, with
constant-currency revenues broadly in line with the prior year, while the
weaker Australian dollar continued to limit revenue growth when reported in
GBP.

 

The Group expects growth in H2, as domestic interest rate reductions from H1
flow through to support an uplift in building and real estate activity. Whilst
currency headwinds will continue to temper reported revenue growth, underlying
performance is encouraging.

 

Margins improved year on year, reflecting the operational efficiency actions
implemented across the Australian operations.

 

During H1 local governance was strengthened with the addition of new board
members, and the integration of the three Australian operating businesses
under a single holding company is now underway. This will consolidate our
already strong position in the Australian market and drive cost savings and
provide an increased focus on growth over the medium term.

 

North America

                     H1 FY26(1)       H1 FY25(1)
 Volumes             3.4 million sqm  3.4 million sqm
 Underlying Revenue  £69.2 million    £77.9 million
 Underlying EBITDA   £3.5 million     £2.4 million
 Margin              5.1%             3.1%
 Underlying EBIT     £0.7 million     (£0.5) million
 Margin              1.0%             (0.6)%

 

Revenues in our US distribution businesses were constrained by adverse
translational foreign-exchange movements. The Group expects second-half
revenues to be broadly flat in US-dollar terms, however, reported revenue will
continue to reflect the weaker USD/GBP exchange rate.

 

High interest rates, low affordability and poor consumer confidence continues
to suppress housing-market transaction volumes. Notwithstanding these
conditions, the Group has managed the operational impact arising from tariffs
effectively.

 

Margins improved year on year, supported by the continued delivery of
cost-saving initiatives and the repositioning of the commercial model in our
CALI business towards its B2B sales channels and its product portfolio toward
more premium product categories. While consumer-confidence indicators remain
moderate, the Group maintains a strong focus on operational efficiency, and
the margin trajectory for the US business remains positive.

 

(1) FY26 and FY25 performance is stated on a continuing and underlying basis:
excluding discontinued operations; and before exceptional and non-underlying
items.

 

FINANCING OVERVIEW

 

Financing update

 

In the period, the Group successfully refinanced its 2026 debt maturities.
This released additional liquidity, extended the Group's maturity profile, and
strengthened the Company's long-term capital structure.

 

Including replacement local facilities, the Group has raised more than £700m
of financing in FY2026 across a variety of geographies and formats
demonstrating its strong access to capital across its diversified lending
base.

 

Whilst the Group no longer has any short-term maturities within its senior
debts, to further improve the capital structure, the Board continues to
progress refinancing plans for the benefit of all stakeholders including to
address its 2028 Senior Secured Notes which comprise €167m.

 

Net debt including IFRS16 liabilities increased £106.0m in the period to
£(1,003.9)m from £(897.9)m at year-end FY2025. This was primarily driven by
the costs associated with the refinancing which totalled £58.7m - split
between £17.3m refinancing costs, and £41.4m in exchange offer premia (which
is the premium issued in new notes to holders participating in the completed
exchange offer) - and foreign currency translation differences which were
£32.3m in the period.

 

Net debt shown above is excluding the preferred equity, which is recognised
under IFRS as a financial liability. At the September balance sheet date, the
carrying value of the liability on the Group balance sheet is £289.4m, while
the hypothetical redemption or conversion value at the balance sheet date
would be circa £347m, which is the basis on which PIK dividends are accrued.

 

Operating cash flow before interest, tax and capex improved to £33.5 million
for the half year ended 27 September (FY25: £31.7 million inflow). Working
capital was flat during the period despite lower revenue, and represents an
opportunity for improvement following the refinancing. Free cash flow
pre-exceptional items improved versus the prior year, with an outflow of £8.1
million for the half year ended 27 September (FY25: £13.8 million outflow),
with a reduction in replacement/maintenance capex partially offset by an
increase in cash tax paid.

 

Cash, net of overdrafts, at the period end was £86.6 million, and Group
liquidity remains sufficient, with approximately £100m of further undrawn
debt capacity permissible under the Group's bond documentation.

 

Outlook

 

Despite the challenging conditions of the last 30 months, it is important to
recall that the Group had more than a decade of strong success prior to this
period and therefore we think it remains valuable to keep sight of Victoria's
long-term trajectory, which continues to offer compelling prospects:

 

·    Our integration and cost reduction initiatives have strengthened our
differentiation and expanded share in important territories. While these gains
have been partially obscured by the temporary contraction of the overall
market and heightened pricing competition, they remain real and meaningful.

 

·    During the period, we removed more than £20 million from our cost
base, bringing total reductions to more than £30 million over the past 24
months, with a further £50 million in annualised EBITDA improvements
currently being implemented. Although the tough trading backdrop has muted the
visible financial benefit, these changes have continued to lower Victoria's
fixed-cost burden and enhanced our operational leverage.

 

·    Flooring remains an essential component of every property and
benefits from a persistent growth trend supported by a dependable replacement
cycle. Although macroeconomic conditions may temporarily influence consumer
spending, the fundamental drivers - such as the ongoing ageing of the housing
stock, elevated levels of household formation, chronic housing shortages,
rising design expectations, and new-build activity - support steadily
increasing demand. As in previous downturns, we expect volumes and pricing to
recover once interest rates ease and confidence returns.

 

·    Throughout our integration and cost-efficiency programmes, we have
been deliberate in preserving full access to production capacity.

 

·    As a result, the Board believe Victoria is well positioned to scale
up output rapidly when demand strengthens - doing so with greater efficiency
than at any point in its history.

 

Finally, we remind investors that industry estimates are that flooring volumes
across Victoria's core markets are some 20-25% below the long-term trend.
Normalisation of demand would therefore imply a volume uplift of more than 25%
from current levels. We express no firm view as to the timing of this
recovery, only confidence that it will happen and that, in the meantime, we
continue to execute internal initiatives to drive earnings.

 

Geoff Wilding

Executive Chairman

 

Philippe Hamers

Group Chief Executive

Condensed Consolidated Income Statement

For the 26 weeks ended 27 September 2025 (unaudited)

 

                                                                               26 weeks ended 27 September 2025        26 weeks ended 28 September 2024        52 weeks ended 29 March 2025 (audited)

                                                                               Underlying    Non-         Reported     Underlying    Non-         Reported     Underlying     Non-           Reported

performance
underlying
numbers
performance
underlying
numbers
performance
underlying
numbers

items
items
items
                                                                        Notes  £m            £m           £m           £m            £m           £m           £m             £m             £m

 Revenue                                                                3      528.7         0.7          529.4        568.8         0.7          569.5        1,115.2        2.9            1,118.1
 Cost of sales                                                                 (360.1)       (7.8)        (367.9)      (389.1)       (10.9)       (400.0)      (754.2)        (27.8)         (782.0)
 Gross profit                                                                  168.6         (7.1)        161.5        179.7         (10.2)       169.5        361.0          (24.9)         336.1
 Distribution and administrative expenses                                      (160.3)       (49.0)       (209.3)      (175.3)       (138.3)      (313.6)      (337.7)        (230.1)        (567.8)
 Other operating income                                                        3.1           -            3.1          3.3           -            3.3          6.2            0.1            6.3
 Operating profit / (loss)                                              3      11.4          (56.1)       (44.7)       7.7           (148.5)      (140.8)      29.5           (254.9)        (225.4)
 Comprising:
 Operating profit before non-underlying and exceptional items                  11.4          -            11.4         7.7           -            7.7          29.5           -              29.5
 Amortisation of acquired intangibles                                   4      -             (11.9)       (11.9)       -             (18.4)       (18.4)       -              (31.5)         (31.5)
 Other non-underlying items                                             4      -             (4.4)        (4.4)        -             (5.6)        (5.6)        -              (15.3)         (15.3)
 Exceptional impairment charge                                          4      -             -            -            -             (120.0)      (120.0)      -              (186.4)        (186.4)
 Other exceptional items                                                4      -             (39.8)       (39.8)       -             (4.5)        (4.5)        -              (21.7)         (21.7)

 Finance costs                                                          4      (26.8)        (76.4)       (103.2)      (21.3)        (5.7)        (27.0)       (41.0)         (0.4)          (41.4)
 Comprising:
 Interest on loans and notes                                                   (21.2)        -            (21.2)       (16.2)        -            (16.2)       (30.7)         -              (30.7)
 Amortisation of prepaid finance costs for loans                               (1.5)         -            (1.5)        (1.3)         -            (1.3)        (2.2)          -              (2.2)
 Unwinding of discount on right-of-use lease liabilities                       (4.1)         -            (4.1)        (3.7)         -            (3.7)        (7.9)          -              (7.9)
 Preferred equity items                                                 5      -             (3.8)        (3.8)        -             (3.3)        (3.3)        -              1.0            1.0
 Other finance items                                                    5      (0.1)         (72.6)       (72.7)       (0.1)         (2.4)        (2.5)        (0.2)          (1.4)          (1.6)

 Loss before tax                                                               (15.4)        (132.5)      (147.9)      (13.6)        (154.2)      (167.8)      (11.5)         (255.3)        (266.8)
 Taxation (charge) / credit                                             6      1.7           6.8          8.5          1.9           24.2         26.1         (0.6)          27.8           27.2

 Loss from continuing operations for the period                                (13.7)        (125.7)      (139.4)      (11.7)        (130.0)      (141.7)      (12.1)         (227.5)        (239.6)

 Discontinued operations

 Loss from discontinued operations for the period                              -             -            -            (5.2)         (25.7)       (30.9)       (6.3)          (18.5)         (24.8)

 Total loss for the period                                                     (13.7)        (125.7)      (139.4)      (16.9)        (155.7)      (172.6)      (18.4)         (246.0)        (264.4)

 Loss per share from continuing operations - pence             basic    7                                 (121.62)                                (124.58)                                   (210.26)
                                                               diluted  7                                 (121.62)                                (124.58)                                   (210.26)

 Loss per share from total operations - pence                  basic    7                                 (121.62)                                (151.74)                                   (232.02)
                                                               diluted  7                                 (121.62)                                (151.74)                                   (232.02)

Condensed Consolidated Statement of Comprehensive Income

For the 26 weeks ended 27 September 2025 (unaudited)

 

                                                                                   26 weeks ended         26 weeks ended     52 weeks ended
                                                                                   27 September 2025      28 September 2024  29 March 2025
                                                                                                                             (audited)
                                                                                   £m                     £m                 £m
 Loss for the period                                                               (139.4)                (172.6)            (264.4)
 Other comprehensive income / (expense)
 Items that will not be reclassified to profit or loss:
 Actuarial gain / (loss) on defined benefit pension scheme                         0.8                    (0.1)              0.5
 Items that will not be reclassified to profit or loss                             0.8                    (0.1)              0.5
 Items that may be reclassified subsequently to profit or loss:
 Hyperinflation foreign exchange adjustments                                       2.4                    18.1               34.6
 Retranslation of overseas subsidiaries                                            (3.4)                  (4.1)              (15.4)
 Subsidiary disposal - reclassification of translation reserves                    -                      -                  (8.6)
 Items that may be reclassified subsequently to profit or loss                     (1.0)                  14.0               10.6
 Other comprehensive (expense) / income                                            (0.2)                  13.9               11.1
 Total comprehensive expense for the period attributable to the owners of the      (139.6)                (158.7)            (253.3)
 parent

 Total comprehensive expense for the period attributable to the owners of the
 parent arises from:
 Continuing operations                                                             (139.6)                (127.8)            (235.5)
 Discontinued operations                                                           -                      (30.9)             (17.8)
                                                                                   (139.6)                (158.7)            (253.3)

 

 

Condensed Consolidated Balance Sheet

As at 27 September 2025 (unaudited)

 

                                                        27 September 2025  28 September 2024  29 March

                                                                                              2025
                                                                                              (audited)
                                                        £m                 £m                 £m
 Non-current assets
 Goodwill                                               90.5               101.1              88.9
 Intangible assets other than goodwill                  101.4              149.1              111.5
 Property, plant and equipment                          352.1              356.8              344.4
 Right-of-use lease assets                              156.2              168.9              162.6
 Investment property                                    0.2                0.2                0.2
 Other investments                                      -                  3.4                3.2
 Trade and other non-current receivables                1.1                0.9                -
 Deferred tax assets                                    14.0               10.1               8.9
 Total non-current assets                               715.5              790.5              719.7
 Current assets
 Inventories                                            313.8              317.0              303.7
 Trade and other receivables                            219.0              214.8              226.9
 Current tax assets                                     1.7                3.8                2.1
 Cash and cash equivalents                              94.0               92.9               77.6
 Assets classified as held for sale                     -                  43.5               -
 Total current assets                                   628.5              672.0              610.3
 Total assets                                           1,344.0            1,462.5            1,330.0
 Current liabilities
 Trade and other current payables                       (281.3)            (308.0)            (272.7)
 Current tax liabilities                                (1.3)              (9.6)              (6.2)
 Obligations under right-of-use leases - current        (28.0)             (33.5)             (30.0)
 Other financial liabilities                            (73.7)             (81.5)             (135.4)
 Provisions                                             (28.9)             (13.1)             (7.1)
 Liabilities classified as held for sale                -                  (33.1)             -
 Total current liabilities                              (413.2)            (478.8)            (451.4)
 Non-current liabilities
 Trade and other non-current payables                   (3.7)              (6.2)              (8.1)
 Obligations under right-of-use leases - non-current    (157.5)            (157.1)            (159.9)
 Other non-current financial liabilities                (836.2)            (659.6)            (650.2)
 Preferred equity                                       (286.3)            (284.6)            (282.5)
 Preferred equity - contractually-linked warrants       (3.1)              (5.3)              (3.1)
 Deferred tax liabilities                               (19.6)             (26.2)             (24.3)
 Retirement benefit obligations                         (5.0)              (5.2)              (4.0)
 Provisions                                             (31.2)             (19.7)             (19.6)
 Total non-current liabilities                          (1,342.6)          (1,163.9)          (1,151.7)
 Total liabilities                                      (1,755.8)          (1,642.7)          (1,603.1)
 Net liabilities                                        (411.8)            (180.2)            (273.1)
 Equity
 Share capital                                          6.3                6.3                6.3
 Retained earnings                                      (430.8)            (201.2)            (292.2)
 Foreign exchange reserve                               (41.8)             (24.9)             (38.4)
 Hyperinflation foreign exchange reserve                38.1               25.6               35.7
 Other reserves                                         16.4               14.0               15.5
 Total equity                                           (411.8)            (180.2)            (273.1)

 

Condensed Consolidated Statement of Changes in Equity

For the 26 weeks ended 27 September 2025 (unaudited)

 

                                                                     Share     Retained   Foreign exchange reserve  Hyperinflation foreign exchange reserve  Other      Total

capital
earnings
reserves
equity
                                                                     £m        £m         £m                        £m                                       £m         £m
 At 30 Mar 2024                                                      6.3       (27.4)     (20.8)                    7.5                                      12.2       (22.2)
 Loss for the period to 29 Mar 2025                                  -         (264.2)    -                         -                                        -          (264.2)
 Other comprehensive income for the period                           -         0.5        -                         -                                        -          0.5
 Retranslation of overseas subsidiaries                              -         -          (15.4)                    34.6                                     -          19.2
 Subsidiary disposal - reclassification of translation reserves      -         -          (2.2)                     (6.4)                                    -          (8.6)
 Total comprehensive loss                                            -         (263.7)    (17.6)                    28.2                                     -          (253.1)
 Buy back of ordinary shares                                         -         (1.1)      -                         -                                        -          (1.1)
 Share-based payment charge                                          -         -          -                         -                                        3.3        3.3
 Transactions with owners                                            -         (1.1)      -                         -                                        3.3        2.2
 At 29 Mar 2025                                                      6.3       (292.2)    (38.4)                    35.7                                     15.5       (273.1)
 Loss for the period to 27 Sep 2025                                  -         (139.4)    -                         -                                        -          (139.4)
 Other comprehensive expense for the period                          -         0.8        -                         -                                        -          0.8
 Retranslation of overseas subsidiaries                              -         -          (3.4)                     2.4                                      -          (1.0)
 Total comprehensive loss                                            -         (138.6)    (3.4)                     2.4                                      -          (139.6)
 Share-based payment charge                                          -         -          -                         -                                        0.9        0.9
 Transactions with owners                                            -         -          -                         -                                        0.9        0.9
 At 27 Sep 2025                                                      6.3       (430.8)    (41.8)                    38.1                                     16.4       (411.8)

 At 30 Mar 2024                                                      6.3       (27.4)     (20.8)                    7.5                                      12.2       (22.2)
 Loss for the period to 28 Sep 2024                                  -         (172.6)    -                         -                                        -          (172.6)
 Other comprehensive expense for the period                          -         (0.1)      -                         -                                        -          (0.1)
 Retranslation of overseas subsidiaries                              -         -          (4.1)                     18.1                                     -          14.0
 Total comprehensive loss                                            -         (172.7)    (4.1)                     18.1                                     -          (158.7)
 Buy back of ordinary shares                                         -         (1.1)      -                         -                                        -          (1.1)
 Share-based payment charge                                          -         -          -                         -                                        1.8        1.8
 Transactions with owners                                            -         (1.1)      -                         -                                        1.8        0.7
 At 28 Sep 2024                                                      6.3       (201.2)    (24.9)                    25.6                                     14.0       (180.2)

Condensed Consolidated Statements of Cash Flows

For the 26 weeks ended 27 September 2025 (unaudited)

 

                                                                                   26 weeks ended     26 weeks ended     52 weeks ended
                                                                                   27 September 2025  28 September 2024  29 March

                                                                                                                         2025
                                                                                                                         (audited)
                                                                                   £m                 £m                 £m

 Cashflow from operating activities

 Operating loss                                                                    (44.7)             (140.8)            (225.4)
 Adjustments for:
 Depreciation and amortisation of IT software                                      45.9               48.4               95.7
 Amortisation of acquired intangibles                                              12.0               18.1               31.6
 Hyperinflation impact                                                             (0.4)              (1.8)              (0.2)
 Acquisition-related performance plan charge                                       -                  (0.1)              0.4
 Acquisition-related performance plan payment                                      (0.7)              (1.9)              (6.8)
 Amortisation of government grants                                                 (0.8)              (1.2)              (1.9)
 Profit / (loss) on disposal of investments and property, plant and equipment      (0.2)              3.3                3.9
 and acquired intangibles
 Impairment charge                                                                 -                  120.0              186.4
 Share incentive plan charge                                                       0.9                1.8                3.5
 Defined benefit pension                                                           (0.1)              -                  (0.5)

 Net cash flow from operating activities before movements in working capital,      11.9               45.8               86.7
 tax and interest payments
 Change in inventories                                                             (7.7)              (18.7)             (5.1)
 Change in trade and other receivables                                             10.1               7.9                1.6
 Change in trade and other payables                                                (2.3)              12.5               (21.8)
 Change in provisions                                                              32.7               (2.4)              (10.3)
 Cash generated by continuing operations before tax and interest payments          44.7               45.1               51.1
 Interest paid on loans and notes                                                  (17.3)             (17.1)             (32.7)
 Interest relating to right-of-use lease assets                                    (4.3)              (4.1)              (8.2)
 Income taxes paid                                                                 (7.0)              -                  (1.7)
 Net cash inflow from continuing operating activities                              16.1               23.9               8.5
 Net cash flow from discontinued operations                                        -                  (14.8)             (10.7)
 Investing activities
 Purchases of property, plant and equipment                                        (25.3)             (33.7)             (74.9)
 Purchases of intangible assets                                                    (0.4)              (0.6)              (2.3)
 Proceeds on disposal of property, plant and equipment                             0.8                1.2                7.3
 Deferred consideration and earn-out payments                                      -                  (1.0)              (4.3)
 Proceeds on disposal of real estate (and associated shares) via sale and          3.2                30.4               30.4
 leaseback
 Proceeds on disposal of business, net of cash                                     -                  1.2                3.3
 Acquisition of subsidiaries net of cash acquired                                  -                  -                  (1.3)
 Cash flow from other investing activities                                         0.1                -                  1.1
 Net cash used in continuing investing activities                                  (21.6)             (2.5)              (40.7)
 Investing activities cash flow from discontinued operations                       -                  (0.4)              8.7
 Financing activities
 Proceeds from debt                                                                172.6              46.4               89.2
 Repayment of debt                                                                 (112.8)            (57.7)             (48.5)
 Buy back of ordinary shares                                                       -                  (1.1)              (1.1)
 Payments under right-of-use lease obligations                                     (15.4)             (14.8)             (31.4)
 Bond refinancing                                                                  (17.3)             -                  -
 Cashflow from other financing activities                                          (2.6)              -                  1.5
 Net cash generated / (used) in continuing financing activities                    24.5               (27.2)             9.7
 Financing activities cash flow from discontinued operations                       -                  16.3               7.2
 Net increase / (decrease) in cash and cash equivalents                            19.0               (4.7)              (17.3)
 Cash and cash equivalents at beginning of period                                  68.3               87.2               87.2
 Effect of foreign exchange rate changes                                           0.5                (1.0)              (1.6)
 Cash and cash equivalents at end of period                                        87.8               81.5               68.3

 Comprising:
 Cash and cash equivalents                                                         94.0               95.0               77.6
 Bank overdrafts                                                                   (6.2)              (13.5)             (9.3)
                                                                                   87.8               81.5               68.3

 

Cash and cash equivalents presented above will differ to the balance sheet due
to the reclassification of specific bank overdrafts reclassified to financing
activities within the cashflow statement.

 

 

Notes

 

1. General information

 

These condensed consolidated financial statements for the 26 weeks ended 27
September 2025 have not been audited or reviewed by the Auditor. They were
approved by the Board of Directors on 16 December 2025.

 

The information for the 52 weeks ended 29 March 2025 does not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006. A copy
of the statutory accounts for that year has been delivered to the Registrar of
Companies.

 

The Auditor's report on those accounts was unmodified and included a reference
to a material uncertainty related to going concern which the Auditor drew
attention by way of emphasis without qualifying the report and did not contain
statements under Section 498(2) or 498(3) of the Companies Act 2006.

 

2. Basis of preparation and accounting policies

 

These condensed consolidated financial statements should be read in
conjunction with the Group's financial statements for the 52 weeks ended 29
March 2025, which were prepared in accordance with UK-adopted International
Financial Reporting Standards.

 

These interim financial statements have been prepared following AIM Rule 18
and consistent basis and in accordance with the accounting policies set out in
the Group's Annual Report and Financial Statements for the 52 weeks ended 29
March 2025.

 

Having reviewed the Group's projections and taking account of reasonably
possible changes in trading performance, the Directors believe they have
reasonable grounds for stating that the Group has adequate resources to
continue in operational existence for the foreseeable future. The material
uncertainty at the FY25 year end has been removed following the successful
refinancing of the Group's senior debts.

 

Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements of the Group.

 

Hyperinflation accounting

 

The inflation rate used by the Group is the official rate published by the
Turkish Statistical Institute, TurkStat. The movement in the publicly
available official price index for the 26 weeks ended 27 September 2025 was
14% (26 weeks ended 28 September 2024: 18%).

 

Non-underlying items

 

Non-underlying items are material non-trading income and costs and
non-underlying finance costs as defined by the Directors. In line with IAS 1
para 85, the non-underlying items are disclosed separately in the Consolidated
Income Statement given, in the opinion of the Directors, such presentation is
relevant to an understanding of the Group's financial performance.

 

 

 

3. Segmental information

 

The Group is organised into four operating segments: soft flooring products in
UK & Europe; ceramic tiles in UK & Europe; flooring products in
Australia; and flooring products in North America. The Executive Board (which
is collectively the Chief Operating Decision Maker) regularly reviews
financial information for each of these operating segments in order to assess
their performance and make decisions around strategy and resource allocation
at this level.

 

The UK & Europe Soft Flooring segment comprises legal entities primarily
in the UK, Republic of Ireland, the Netherlands and Belgium (including
manufacturing entities in Turkey and a distribution entity in North America),
whose operations involve the manufacture and distribution of carpets, rugs,
flooring underlay, artificial grass, LVT, and associated accessories. The UK
& Europe Ceramic Tiles segment comprises legal entities primarily in
Spain, Italy, UK and France, whose operations involve the manufacture and
distribution of wall and floor ceramic tiles. The Australia segment comprises
legal entities in Australia, whose operations involve the manufacture and
distribution of carpets, flooring underlay and LVT. The North America segment
comprises legal entities in the USA, whose operations involve the distribution
of hard flooring, LVT and ceramic tiles.

 

Whilst additional information has been provided in the operational review on
sub-segment activities, discrete financial information on these activities is
not regularly reported to the CODM for assessing performance or allocating
resources.

 

No operating segments have been aggregated into reportable segments.

 

Both underlying operating profit and reported operating profit are reported to
the Executive Board on a segmental basis.

 

Transactions between the reportable segments are made on an arm length's
basis. The reportable segments exclude the results of non revenue generating
holding companies, including Victoria PLC. These entities' results have been
included as unallocated central expenses in the tables
below.

 

Income statement

                                            26 weeks ended 27 September 2025                                           26 weeks ended 28 September 2024

                                            UK &            UK &            Australia  North     Unallocated  Total    UK &            UK &            Australia  North     Unallocated  Total

Europe
Europe
America
central
Europe
Europe
America
central

Soft Flooring
Ceramic Tiles
expenses
Soft Flooring
Ceramic Tiles
expenses
                                            £m              £m              £m         £m        £m           £m       £m              £m              £m         £m        £m           £m
 Income statement
 Revenue                                    274.9           134.7           50.6       69.2      -            529.4    285.5           151.4           54.7       77.9      -            569.5
 Underlying operating profit / (loss)       6.3             2.9             4.6        0.7       (3.1)        11.4     2.7             5.8             4.5        (0.5)     (4.8)        7.7
 Non-underlying operating items             (6.7)           (5.9)           (0.7)      (2.1)     (0.9)        (16.3)   (4.9)           (10.0)          (0.8)      (2.1)     (6.2)        (24.0)
 Exceptional operating items                (37.3)          (2.3)           -          (0.3)     0.1          (39.8)   (24.2)          (78.8)          -          (0.4)     (21.1)       (124.5)
 Operating (loss) /profit                   (37.7)          (5.3)           3.9        (1.7)     (3.9)        (44.7)   (26.4)          (83.0)          3.7        (3.0)     (32.1)       (140.8)
 Underlying net finance costs                                                                                 (26.8)                                                                     (21.3)
 Non-underlying net finance costs                                                                             (76.4)                                                                     (5.7)
 Loss before tax                                                                                              (147.9)                                                                    (167.8)
 Tax credit                                                                                                   8.5                                                                        26.1
 Loss after tax from continuing operations                                                                    (139.4)                                                                    (141.7)
 Loss from discontinued operations                                                                            -                                                                          (30.9)
 Loss for the period                                                                                          (139.4)                                                                    (172.6)

 

 

Other segmental information

 

 

                                                                     26 weeks ended 27 September 2025                                                                                   26 weeks ended 28 September 2024
                                                                     UK &            UK &            Australia  North     Unallocated  Discontinued operations  Total   UK &            UK &            Australia  North     Unallocated  Discontinued operations  Total

Europe
Europe
America
central
Europe
Europe
America
central

Soft Flooring
Ceramic Tiles
expenses
Soft Flooring
Ceramic Tiles
expenses
                                                                     £m              £m              £m         £m        £m           £m                       £m      £m              £m              £m         £m        £m           £m                       £m

 Depreciation of tangible fixed assets and IT software amortisation  (15.7)          (11.0)          (1.4)      (1.8)     (0.1)        -                        (30.0)  (18.1)          (10.7)          (1.4)      (1.8)     (0.1)        (0.6)                    (32.7)
 Depreciation of right-of-use lease assets                           (10.3)          (3.3)           (1.3)      (1.0)     (0.1)        -                        (16.0)  (10.2)          (3.2)           (1.3)      (1.1)     (0.3)        (0.9)                    (17.0)
 Amortisation of acquired intangibles                                (3.0)           (5.8)           (0.7)      (2.1)     (0.5)        -                        (12.1)  (5.1)           (9.9)           (0.8)      (2.2)     (0.4)        (1.2)                    (19.6)
                                                                     (29.0)          (20.1)          (3.4)      (4.9)     (0.7)        -                        (58.1)  (33.4)          (23.8)          (3.5)      (5.1)     (0.8)        (2.7)                    (69.3)

 

 

                          26 weeks ended 27 September 2025                                                        26 weeks ended 28 September 2024
                          UK &            UK &      Australia  North     Central  Discontinued operations  Total  UK &       UK &      Australia  North     Central  Discontinued operations  Total

Europe
Europe
America
Europe
Europe
America

Ceramic
Soft
Ceramic
                          Soft Flooring

                                           Tiles                                                                  Flooring   Tiles
                          £m              £m        £m         £m        £m       £m                       £m     £m         £m        £m         £m        £m       £m                       £m
 Intangible additions     0.1             0.3       -          -         -        -                        0.4    0.3        0.3       -          -         -        -                        0.6
 Property, plant and      13.0            12.8      1.2        1.4       -        -                        28.4   19.5       10.5      1.6        2.2       -        0.4                      34.2

 equipment additions
 Right of use additions   4.0             0.1       0.1        -         -        -                        4.2    20.0       6.6       0.2        -         -        0.6                      27.4
 Total capital additions  17.1            13.2      1.3        1.4       -        -                        33.0   39.8       17.4      1.8        2.2       -        1.0                      62.2

4. Exceptional and non-underlying items

 

                                                                                                      26 weeks ended                    26 weeks ended 28 September 2024

                                                                                                      27 September 2025
                                                                                                      £m                                £m
 Exceptional items
 (a)          Acquisition and disposal related costs                                                  (0.2)                             (0.3)
 (b)          Reorganisation and other costs                                                          (39.6)                            (0.3)
 (c)          Gain on disposal of assets and investments                                              -                                 2.9
 (d)          Loss on disposal of subsidiaries                                                        -                                 (6.8)
 (e)          Exceptional impairment charge                                                           -                                 (120.0)

                                                                                                      (39.8)                            (124.5)

                                                                                                      26 weeks ended 27 September 2025  26 weeks ended 28 September 2024
 Non-underlying operating items                                                                       £m                                £m

 (f)          Acquisition-related performance plans                                                   -                                 0.1
 (g)          Non-cash share incentive plan charge                                                    (0.9)                             (1.8)
 (h)          Amortisation of acquired intangibles (excluding hyperinflation)                         (11.9)                            (18.4)
 (i)          Depreciation of fair value uplift to acquisition property, plant and machinery          (1.1)                             (3.3)
 (j)          Hyperinflation depreciation adjustment                                                  (2.8)                             (2.3)
 (k)          Hyperinflation monetary gain                                                            3.3                               6.4
 (l)          Other hyperinflation adjustments (excluding depreciation and monetary gain)             (2.9)                             (4.7)
                                                                                                      (16.3)                            (24.0)

 Total                                                                                                (56.1)                            (148.5)

 

 (a)   One-off third-party professional fees in connection with prospecting and
       completing specific acquisitions and disposals during the period.

 (b)   Charge in the period primarily reflects the provision taken for reorganisation
       costs in Belgium.

 (c)   In the prior period, this largely represents a gain relating to the sale and
       leaseback of a property in Belgium, whereby under IFRS 16, the majority of the
       gain on the disposal has been presented within the carrying value of the
       right-of-use asset.

 (d)   Non-cash charge relating to the respective loss on disposal of Hanover
       Flooring during the prior period.

 (e)   The prior period represents an exceptional impairment charge in the 'UK &
       Europe - Soft flooring (Rugs)' CGU, where the estimated recoverable amount of
       the CGU was below the carrying value of assets by £40 million due to the weak
       demand environment. As no goodwill attaches to this CGU, the impairment charge
       was applied against intangible fixed assets (£15.5m) and tangible fixed
       assets (£24.5m). Further weaker demand in the European ceramics industry has
       resulted in an impairment in the 'UK & Europe - Ceramic Tiles (Spain)' CGU
       where the carrying value of assets exceeded the recoverable amount of the CGU
       by £80 million. As no goodwill attaches to this CGU, the impairment charge
       was applied against intangible fixed assets (£50.3m) and tangible fixed
       assets (£29.7m). While no impairment charge was taken against other CGUs in
       the period, a reasonably probable change to key assumptions within the
       recoverable value calculation, forecast revenue growth and operating margins,
       could give rise to an impairment being due on other CGUs.

 (f)   Charge relating to the accrual of expected liability under acquisition-related
       performance plans.

 (g)   Non-cash, IFRS2 share-based payment charge in relation to the long-term
       management incentive plans.

 (h)   Amortisation of intangible assets, primarily brands and customer
       relationships, recognised on consolidation as a result of business
       combinations.

 (i)   Cost of sales depreciation charge reflecting the IFRS 3 fair value adjustment
       on buildings and plant and machinery  acquired on new business acquisitions,
       given this is not representative of the underlying performance of those
       businesses.

 (j,k,l)                                         Impact of hyperinflation indexation in the period, see  accounting policies.
                                                 The hyperinflation impact in the period on revenue was £0.7m (2024: £0.7m
                                                 income), cost of sales was £6.3m charge (2024: £7.5m (charge)) and admin
                                                 expenses was £3.2m income (FY24: £6.3m income).

 

5. Finance costs

 

                                                                                                  26 weeks ended      26 weeks ended

                                                                                                  27 September 2025   28 September 2024
                                                                                                  £m                  £m
 Non-underlying finance items
 (a)              Finance items related to preferred equity                                       (3.8)               (3.3)

 (b)              Unwinding of present value of deferred and contingent earn-out liabilities      -                   (0.1)
 (c)              Fair value adjustment to deferred consideration and contingent earnout          -                   0.8
 Acquisitions related                                                                             -                   0.7

 (d)              Amortisation inception derivative                                               0.6                 0.6
 (e)              Mark to market adjustments and gains on foreign exchange forward contracts      (0.4)               (2.0)
 (f)              Translation difference on foreign currency loans and cash                       (16.9)              (1.5)
 (g)              Hyperinflation - finance portion                                                (0.3)               (0.2)
 (h)              One-off refinancing costs                                                       (55.6)              -
 Other non-underlying                                                                             (72.6)              (3.1)

                                                                                                  (76.4)              (5.7)

 

 (a)  The net impact of items relating to preferred equity issued to Koch Equity
      Development during the current and prior periods.

 (b)  Prior period non-cash costs relating to the unwind of present value discounts
      applied to deferred consideration and contingent earn-outs on historical
      business acquisitions. Deferred consideration is measured at amortised cost,
      while contingent consideration is measured under IFRS 9 / 13 at fair value.
      Both are discounted for the time value of money.

 (c)  Prior period fair value reduction to contingent liability resulting in a
      change to the expected earnout due, resulting in a credit.

 (d)  Attached to the old senior notes was an early repayment option which, on
      inception, was recognised as an embedded derivative asset at a fair value of
      £4.3m. The value of the senior debt liabilities recognised were increased by
      a corresponding amount at initial recognition, which then reduces to par at
      maturity using an effective interest rate method.

 (e)  Non-cash fair value adjustments on foreign exchange forward contracts.

 (f)  Net impact of exchange rate movements on third party and intercompany loans.

 (g)  Other finance cost / income impact of hyperinflation.

 (h)  One-off transaction fees and exchange offer premia on new senior notes and
      super senior RCF, following a substantial modification under IFRS 9.

 

6. Taxation

 

The statutory tax credit on continuing operations of £8.5m (year ended 29
March 2025: tax credit of £27.2m, comparative six month period: tax credit of
£26.1m) which represents an overall effective corporation tax rate of 5.8%.
This compares to 10.2% for the year ended 29 March 2025 and a 15.6% rate for
the comparative six-month period in the prior year.

 

The statutory tax credit on continuing operations of £8.5m is comprised of: a
tax credit of £1.7m in respect of underlying activity and a tax credit of
£6.8m in respect of non-underlying activity.

 

The tax credit in respect of underlying activity equates to an effective tax
rate of 10.9% compared to 14% for the comparative six month period in the
prior year and 26.2% for the year ended 29 March 2025. The normalised rate of
10.9% has been calculated using the full year projections and has been applied
to adjusted loss before tax for the period ended 27 September 2025. The
normalised rate includes the expected impact of the OECD Inclusive Framework
agreement for a global minimum corporate income tax rate of 15%, although the
impact on Victoria's results expects to be minimal.

 

The tax effect of non-underlying items has been based on the applicable rates
of tax applying to these items arising in the period ended 27 September 2025.

 

7. Earnings per share

 

The calculation of the basic, adjusted and diluted earnings / loss per share
is based on the following data:

 

                                                                                    26 weeks ended          26 weeks ended

                                                                                    27 September 2025       28 September 2024
                                                                                    Basic       Adjusted    Basic       Adjusted

                                                                                    £m          £m          £m          £m
 Loss attributable to ordinary equity holders of the parent entity                  (139.4)     (139.4)     (141.7)     (141.7)
 Exceptional and non-underlying items:
 Exceptional items                                                                  -           39.8        -           124.5
 Non-underlying items                                                               -           92.7        -           29.7
 Tax effect on adjusted items where applicable                                      -           (6.8)       -           (24.2)
 Loss for the purpose of basic and adjusted earnings per share from continuing      (139.4)     (13.7)      (141.7)     (11.7)
 operations
 Loss attributable to ordinary equity holders of the parent entity from             -           -           (30.9)      (5.2)
 discontinued operations
 Loss for the purpose of basic and adjusted earnings per share                      (139.4)     (13.7)      (172.6)     (16.9)

 

Weighted average number of shares

 

                                                                          26 weeks ended 27 September 2025  26 weeks ended 28 September 2024
                                                                          Number                            Number

of shares
of shares
                                                                          (000's)                           (000's)
 Weighted average number of shares for the purpose of basic and adjusted  114,618                           113,745
 earnings per share
 Effect of dilutive potential ordinary shares:
 Share options and warrants                                               1,156                             1,384
 Weighted average number of ordinary shares for the purposes of diluted   115,774                           115,129
 earnings per share
 Preferred equity and contractually-linked warrants                       323,135                           118,394
 Weighted average number of ordinary shares for the purposes of diluted   438,909                           233,523
 adjusted earnings per share

 

The potential dilutive effect of the share options has been calculated in
accordance with IAS 33 using the average share price in the period.

 

The Group's earnings / loss per share are as follows:

 

                                                       26 weeks ended 27 September 2025  26 weeks ended 28 September 2024

                                                       Pence                             Pence
 Earnings / loss per share from continuing operations
 Basic loss per share                                  (121.62)                          (124.58)
 Diluted loss per share                                (121.62)                          (124.58)
 Basic adjusted (loss) / earnings per share            (11.95)                           (10.29)
 Diluted adjusted (loss) / earnings per share          (3.12)                            (5.01)
 Loss per share from discontinued operations
 Basic loss per share                                  -                                 (27.17)
 Diluted loss per share                                -                                 (27.17)
 Earnings / loss per share
 Basic loss per share                                  (121.62)                          (151.74)
 Diluted loss per share                                (121.62)                          (151.74)
 Basic adjusted (loss) / earnings per share            (11.95)                           (14.86)
 Diluted adjusted (loss) / earnings per share          (3.12)                            (7.24)

 

Diluted earnings per share for the period is not adjusted for the impact of
the potential future conversion of preferred equity due to this instrument
having an anti-dilutive effect, whereby the positive impact of adding back the
associated financial costs to earnings outweighs the dilutive impact of
conversion/exercise. Diluted adjusted earnings per share does take into
account the impact of this instrument as shown in the table above setting out
the weighted average number of shares. Due to the loss incurred in the year,
in calculating the diluted loss per share, the share options, warrants and
preferred equity are considered to be non-dilutive.

 

8. Rates of exchange

 

                      26 weeks ended          26 weeks ended          52 weeks ended

                      27 September 2025       28 September 2024       29 March 2025
                      Average     Period end  Average     Period end  Average   Period end

 Australia - AUD      2.0718      2.0480      1.9259      1.9347      1.9629    2.0545
 Europe - EUR         1.1616      1.1453      1.1812      1.1969      1.1906    1.1903
 United States - USD  1.3472      1.3402      1.2872      1.3371      1.2792    1.2946
 Turkey - TRY         54.0623     55.7190     42.6819     45.6780     44.0275   49.1910

 

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