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REG - Victorian Plumbing - FINAL RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2025

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RNS Number : 9703J  Victorian Plumbing Group PLC  03 December 2025

3 December 2025

Victorian Plumbing Group PLC

FINAL results for the year ended 30 september 2025

Continuing to grow market share in Bathroom

Strong growth in Trade and Tiles and Flooring revenues

MFI launched

Victorian Plumbing Group plc ("Victorian Plumbing" or the "Group"), the UK's
leading bathroom retailer(1), announces its audited results for the financial
year ended 30 September 2025 ("2025").

                                         2025      2024      Change
 Revenue                                 £310.0m   £295.7m   5%
 Gross profit(2)                         £153.2m   £147.8m   4%
 Gross profit margin(3)                  49.4%     50.0%     (0.6ppt)
 Adjusted EBITDA(4)                      £31.8m    £27.2m    17%
 Adjusted EBITDA margin(5)               10%       9%        1ppt
 Operating profit                        £18.0m    £11.2m    61%
 Adjusted PBT(6)                         £21.8m    £23.1m    (6%)
 Operating cash conversion(7)            77%       68%       9ppt
 Free cash flow(8)                       £24.0m    £18.6m    29%
 Net cash                                £17.7m    £11.2m    58%
 Adjusted diluted earnings per share(9)  5.4p      5.3p      2%
 Ordinary full year dividend per share   2.15p     1.61p     34%

 

Financial highlights

·      Revenue growth of 5% to £310.0m (2024: £295.7m); outperforming
the wider RMI market(10) and reflecting ongoing market share gains.

 

o  Order volume grew 6% to a record 1.1m orders (2024: 1.0m). Average order
value ("AOV")(11) decreased by 1% overall to £287 (2024: £290) but was up 3%
in H2 2025 versus H1 2025.

 

·      Gross profit increased 4% to £153.2m (2024: £147.8m).

 

o  Gross profit margin of 49.4% (2024: 50.0%), reflecting the introduction of
Extended Producer Responsibility tax from 1 April 2025 and a change in product
category and channel mix across the year.

 

·      Adjusted EBITDA up 17% to £31.8m (2024: £27.2m) with adjusted
EBITDA margin progression to 10% (2024: 9%) driven by growth and more
efficient marketing.

·      Operating profit increased 61% to £18.0m (2024: £11.2m) driven
by the non-recurrence of 2024 exceptional items associated with the warehouse
transformation and the acquisition of Victoria Plum.

 

·      Adjusted PBT of £21.8m decreased by 6% (2024: £23.1m) with
adjusted PBT margin(12) reducing from 8% last year to 7% in 2025, reflective
of the increased interest expense associated with the 20-year lease on the new
distribution centre ("DC"). Adjusted diluted EPS of 5.4p, reflects a 2%
increase.

 

·      Free cash flow of £24.0m up 29% (2024: £18.6m) and operating
cash conversion of 77% (2024: 68%) reflective of strong working capital
management, which is especially impressive during a period of operational
transformation.

 

·      Strong closing net cash position of £17.7m (2024: £11.2m), with
our robust debt free balance sheet.

 

·      Proposed final ordinary dividend of 1.45p, giving a total
ordinary dividend of 2.15p for the year up 34% (2024: 1.61p).

 

Operational and strategic highlights

 

·      Reinforced our position as the UK's number one bathroom retailer,
testament to the strength of our brand, extensive range and availability.

 

·      Warehouse transformation, completed in December 2024, has
facilitated further progress in strategic growth areas of trade and expansion
categories:

 

o  Trade revenue grew 10% to £73.8m (2024: £67.3m), representing 24% of
total revenue (2024: 23%), helped by improvements in our delivery offering.

o  Tiles and flooring revenue grew strongly by 42% to £17.6m (2024:
£12.4m), representing 6% of total revenue (2024: 4%), aided by enhancements
in our customer proposition.

 

·      Customers purchased proportionately more of our own brand
products during the year; representing 81% of total revenue (2024: 80%).

 

·      Total marketing spend as a percentage of revenue reduced by 160
basis points to 27.3% (2024: 28.9%), and within this, online marketing spend
as a percentage of revenue reduced by 190 basis points to 24.6% (2024: 26.5%):

 

o  This marketing efficiency more than funded a continued strategic increase
in brand marketing, driving an increase in our brand awareness score(13) to
70% (2024: 66%).

 

MFI update

 

·      We began taking orders via mfi.co.uk during the summer, following
a soft launch of the reimagined brand in July 2025. The response from
customers has been very encouraging to date with an 'Excellent' Trustpilot
rating and a score of 4.7(14). The Group's investment into MFI remains
disciplined and in line with previous guidance.

 

Current trading and outlook

 

·      The Group has had a positive start to the current financial year
with continued revenue growth across all categories, and in line with market
expectation.

 

·      MFI continues to build its product range ahead of a full launch
in 2026 and whilst revenue is building, our expectation for MFI to incur an
overall loss of between £2.6m and £3.4m in the current year remains
unchanged.

·      We continue to focus on our long-term goals and are making good
progress across our strategic growth areas. Underpinned by our market share
gains in recent years, together with operational improvements, we are
confident in the future financial prospects of the Group, notwithstanding that
we continue to operate against a volatile consumer and economic backdrop.

Mark Radcliffe, Founder and Chief Executive Officer of Victorian Plumbing,
said:

 

"I am proud of the Group's strong performance in 2025, in which we achieved
record revenues and continued to deliver on our strategic growth ambitions. We
have further strengthened our market share, reinforcing our position as the
UK's number one bathroom retailer, while improving our marketing efficiency
alongside our ever increasing brand awareness.

"Our new state of the art distribution centre enables us to fulfil orders more
efficiently and supports our growth ambitions across our trade and tiles and
flooring expansion categories. We have continued our strategic investment in
the Victorian Plumbing brand and were pleased to soft launch the MFI brand and
mfi.co.uk website in July.

"As a highly cash generative business with a strong balance sheet, we continue
to invest for long-term profitable growth and to increase our returns to
shareholders. We are confident that Victorian Plumbing's strategy will
continue to deliver long-term value to all stakeholders."

 

Analyst presentation

A recording of management delivering the Final Results presentation will be
published on the Investors section of the corporate website at 7:00am GMT,
Wednesday, 3 December 2025. Mark Radcliffe (CEO) and Daniel Barton (CFO) will
host a Q&A webinar for analysts at 8:15am GMT. All analysts or investors
that wish to join the Q&A webinar, please contact FTI Consulting via
VictorianPlumbing@fticonsulting.com
(mailto:VictorianPlumbing@fticonsulting.com) .

 

For further information, please contact:

 

 Victorian Plumbing Group plc                                via FTI Consulting

 Mark Radcliffe, Chief Executive Officer                     +44 20 3727 1000

 Daniel Barton, Chief Financial Officer

 FTI Consulting (Financial PR)                               +44 20 3727 1000

 Alex Beagley, Harriet Jackson, Amy Goldup, Harleena Chana   VictorianPlumbing@fticonsulting.com

 Houlihan Lokey UK Ltd (Nominated Adviser)                   +44 20 7839 3355

 Sam Fuller, Tim Richardson

 Barclays Bank PLC (Joint Broker)                            +44 20 7623 2323

 Nicola Tennent, Stuart Muress

 Canaccord Genuity Limited (Joint Broker)                    +44 20 7597 5970

 Bobbie Hilliam, Elizabeth Halley-Stott

 

About Victorian Plumbing

Victorian Plumbing is the UK's leading bathroom retailer, offering an
unrivalled high-quality product range and excellent stock availability to B2C
and trade customers.

Victorian Plumbing offers its customers a one-stop shop solution for the
entire bathroom with own and third party brands across a wide spectrum of
price points. Victorian Plumbing product design and supply chain strengths are
complemented by its creative and brand-focused marketing strategy to drive
significant and growing traffic to its platforms.

Launched in 2025, the Group also includes MFI, an online-only UK retailer,
offering a growing range of stylish homewares and furniture.

Headquartered in the North West, Victorian Plumbing and MFI employ staff
across several locations in the UK.

 

Cautionary statement

This announcement of annual results does not constitute or form part of and
should not be construed as an invitation to underwrite, subscribe for, or
otherwise acquire or dispose of any Victorian Plumbing Group plc (the
"Company") shares or other securities in any jurisdiction nor is it an
inducement to enter into investment activity nor should it form the basis of
or be relied on in connection with any contract or commitment or investment
decision whatsoever. It does not constitute a recommendation regarding any
securities. Past performance, including the price at which the Company's
securities have been bought or sold in the past, is no guide to future
performance and persons needing advice should consult an independent financial
advisor. This announcement may include statements that are, or may be deemed
to be, "forward-looking statements" (including words such as "believe",
"expect", "estimate", "intend", "anticipate" and words of similar meaning). By
their nature, forward-looking statements involve risk and uncertainty since
they relate to future events and circumstances, and actual results may, and
often do, differ materially from any forward-looking statements. Any
forward-looking statements in this announcement reflect management's view with
respect to future events as at the date of this announcement. Save as required
by applicable law, the Company undertakes no obligation to publicly revise any
forward-looking statements in this announcement, whether following any change
in its expectations or to reflect events or circumstances after the date of
this announcement.

Summary of performance

 

                                           Units        2025       2024       Change
 Income statement
 Revenue                                   £m           310.0      295.7      5%
 Gross profit                              £m           153.2      147.8      4%
 Gross profit margin                       %            49.4%      50.0%      (0.6ppt)
 Adjusted EBITDA                           £m           31.8       27.2       17%
 Adjusted EBITDA margin                    %            10%        9%         1ppt
 Profit before tax                         £m           15.1       9.0        68%
 Adjusted PBT                              £m           21.8       23.1       (6%)
 Adjusted PBT margin                       %            7%         8%         (1ppt)

 Earnings per share
 Statutory diluted earnings per share      pence        4.2        1.7        147%
 Adjusted diluted earnings per share       pence        5.4        5.3        2%
 Ordinary full year dividend per share     pence        2.15       1.61       34%

 Cash flow
 Free cash flow                            £m           24.0       18.6       29%
 Operating cash conversion                 %            77%        68%        9ppt
 Net cash and cash equivalents             £m           17.7       11.2       58%

 Key performance indicators
 Total orders(15)                          '000         1,080      1,022      6%
 Active customers(16)                      '000         713        699        2%
 Average order value                       £            287        290        (1%)
 Average Trustpilot score                  Score / 5.0  4.4        4.6        (4%)
 Marketing spend as a % of revenue         %            27.3%      28.9%      (1.6ppt)
 Online marketing spend as a % of revenue  %            24.6%      26.5%      (1.9ppt)
 Brand spend as a % of revenue             %            2.7%       2.4%       0.3ppt
 Trade revenue as a % of revenue           %            24%        23%        1ppt
 Own brand / third party revenue ratio     %            81% / 19%  80% / 20%  1ppt / (1ppt)

 

1.          Mintel, Bathroom Furniture - UK - 2025.

2.          Gross profit is defined as revenue less cost of sales.
Cost of sales includes all direct costs incurred in purchasing products for
resale along with packaging, distribution and transaction costs (which include
mark to market movements on forward currency contractual arrangements in line
with the Group's treasury policy).

3.          Gross profit margin is defined as gross profit as a
percentage of revenue.

4.          Adjusted EBITDA is defined as operating profit before
depreciation, amortisation, exceptional items and IFRS 2 share-based payments.

5.          Adjusted EBITDA margin is defined as adjusted EBITDA as a
percentage of revenue.

6.          Adjusted profit before tax ("PBT") is defined as adjusted
EBITDA less finance costs/(income), depreciation and amortisation.

7.          Operating cash conversion is free cash flow as a
percentage of adjusted EBITDA.

8.          Free cash flow is cash generated from operating
activities before exceptional items and taxation less capital expenditure
(excluding assets under construction) and cash flows relating to leases.

9.          Adjusted diluted earnings per share ("EPS") is defined as
total adjusted profit for the year divided by total issued share capital.
Total adjusted profit for the year is defined as profit for the year from
continuing operations before exceptional items and IFRS 2 share-based payments
and after adjusting for the tax impact of those items.

10.        Barclays, UK Consumer Spend Report.

11.        Average order value ("AOV") is defined as revenue divided by
total orders in the period.

12.        Adjusted PBT margin is defined as adjusted PBT as a
percentage of revenue.

13.        Victorian Plumbing brand tracking - Summer 2025 vs. Summer
2024.

14.        The average Trustpilot score is defined as the monthly
average of all Trustpilot scores during 2025.

15.        Total orders is defined as the total number of orders
dispatched to customers in the year.

16.        Active customers are the number of unique customers who
placed an order in the year.

17.        State of the Industry (2022), Euromonitor International.

18.        ONS Retail Sales Index.

19.        The Research Insights, UK Homeware Market, 2019 - 2035.

20.        Google Analytics GA4 - 2025 vs. H2 2024.

 

CEO statement

Overview

The Group continued to perform ahead of the wider RMI market throughout 2025
and is reporting strong growth in profitability. The consumer, whether
directly or via the trade channel, increasingly chooses Victorian Plumbing as
their bathroom and tiles retailer of choice because of our fair pricing,
unrivalled high-quality product range and excellent stock availability.

Summary of operating performance

Revenue for the year grew by 5% to £310.0m (2024: £295.7m) outperforming the
wider RMI market and reflecting an increase in total orders of 6% and a slight
reduction in AOV of 1%. Adjusted EBITDA increased by 17% to £31.8m (2024:
£27.2m) and adjusted EBITDA margin increased to 10% (2024: 9%).

The trend of consumers' switching to higher margin own brand product over
recent years has slowed as anticipated, with own brand sales representing 81%
of total revenue, which is in line with the second half of the last financial
year.

Online marketing continues to be more efficient and aids the continued
strategic investment in the brand which, in turn, drives more marketing
efficiency. The investment in brand reflects the creation of new marketing
content designed to drive profitable growth following the discontinuation of
Victoria Plum in November 2024, and to capitalise on the increased capacity
unlocked by the finalisation of our warehouse transformation programme in
December 2024.

This performance proves the resilience of our business model and our
competitive advantage irrespective of consumer sentiment, underpinning our
confidence in delivering short, medium and long-term profitable growth.

Victorian Plumbing (LFL)

Outperforming the wider RMI market, on a like-for-like basis (excluding the
impact of Victoria Plum), we report revenue growth of 9% at £306.0m (2024:
£281.0m), reflecting an increase in total orders of 11% and a decline in AOV
of 2% to £288 (2024: £294). The second half of the financial year saw a 13%
increase in order volume and 2% increase in AOV, resulting in a 15% increase
in LFL revenue.

The introduction of Extended Producer Responsibility tax in April 2025,
increased delivery charges and growth in trade and tiles and flooring revenues
(both of which have a lower gross margin compared to the average of the wider
Group) have driven a small reduction in gross margin to 49.4% (2024: 50.0%).

Online marketing spend as a percentage of revenue decreased from 26.2% in 2024
to 24.6% in 2025, with brand marketing spend increasing from 2.5% to 2.7% in
the same period, resulting in overall marketing spend decreasing from 28.7% in
2024 to 27.3% in 2025.

Progress on our strategic focus areas

We continue to leverage our market and brand position, as well as our strong
balance sheet, to deliver on our clearly defined strategic objectives, which
focus on core B2C, expansion categories and trade.

Our core market is retailing bathroom and tile products and accessories
to UK consumers through our market leading online platform. As previously
highlighted, there is still a considerable way to go before the consumer
transition to online purchasing of bathroom products and accessories reaches
maturity. We are particularly well placed to continue to gain further market
share in the short-term through these structural tailwinds and by taking share
from traditional physical retailers, omnichannel players and other online
competitors.

In line with our medium-term strategy, we are considering opportunities for
focused international expansion and vertical integration in our supply chain.
In particular, we are already delivering an increasing amount of order volume
to the Republic of Ireland through our UK domain, which could facilitate some
focused and disciplined investment to better serve this growth market in the
future.

Given our market leading position in the bathroom product and accessories
market, and our firm footing in the tiles market following a year of stellar
growth, we have exciting opportunities to expand our reach into additional
areas, such as our planned expansion into homewares through MFI, our recently
launched online furniture and homewares brand.

During 2025, our trade revenue grew by 10% to £73.8m (2024: £67.3m),
representing 24% (2024: 23%) of our total revenue, compared with an estimated
50:50 split across the wider market(17). Our primary targets to date have been
smaller, independent traders, and we believe we can make meaningful market
share gains by broadening our marketing approach, including via targeted radio
advertising, expanding the range of relevant products we offer to trade
customers, and by continually improving our platforms so that they are more
tailored to suit trade customers' needs. The marketing investment in sports
sponsorship during the year further strengthens our brand awareness amongst
tradespeople and, along with the investment in our dedicated trade team, means
we are well placed to attract trade customers and drive further growth in
trade revenue.

Strengthening our competitive position

We are the UK's largest bathroom retailer, and during 2025 we have continued
to strengthen our competitive moat by improving the customer journey through
innovative technology enhancements and category expansion.

Our investment in marketing continues to increase brand awareness and supports
customer acquisition, as consumers respond positively to the bold and
distinctive Victorian Plumbing brand. We have renewed our partnership with
Bolton Wanderers Football Club as its title and front of shirt sponsor for a
further three years. We also renewed our partnership with the World Snooker
Tour as the headline sponsor of the Victorian Plumbing UK Championship 2025,
part of snooker's Triple Crown Series, following our success in November 2024
which attracted over 14 million BBC TV viewers.

Our creative offline content is complemented by our investment in increasingly
targeted digital performance-based marketing. This dynamic marketing strategy,
together with our bold marketing campaign 'Boss Your Bathroom', has further
improved our strong brand awareness score to 70% (2024: 66%).

As an online retailer, we continue to benefit from the ongoing structural
shift in consumer buying behaviour from offline to online. Online sales
represented c.27% of total retail sales in 2025(18), and we expect our
addressable market to grow even further in the coming years.

A one-stop shop for bathroom products and accessories

Offering customers a wide selection of products across a variety of price
points ensures that we are the true one-stop solution for any bathroom-related
purchase. As at 30 September 2025, we have increased the number of available
products to more than 37,000 from over 150 brands, ensuring there is something
available, affordable and suitable for everyone.

The relationships that we have developed over time with well-known third party
brands enable us to complement our own brand offerings, which are exclusively
available on the Victorian Plumbing website. We have developed over 25 own
brands using our in-house product development team, and these are increasingly
popular with customers. In 2025, 81% of revenue generated came from own brand
products including Stonehouse Studio, our in-house tile range (2024: 80%).
This unique own brand proposition alongside established third party brands
helps to ensure that profitability is maintained, irrespective of wider market
conditions, and is testament to the resilience of the business model.

A bold strategic expansion into a high-value adjacency

In alignment with our long-term growth strategy, we executed a soft launch of
the reimagined MFI homewares e-commerce platform in the UK in July 2025. This
initiative followed the acquisition of the MFI brand and its premium
three-letter domain, as part of the Victoria Plum transaction in May 2024.

MFI is positioned to deliver stylish, design-led homewares tailored to the
modern online consumer. The brand targets a broader demographic, including
both homeowners and renters, thereby expanding the Group's addressable market.
This move marks our entry into the £21 billion homewares category(19) - a
significant adjacency to our core business - enabling us to diversify revenue
streams and mitigate concentration risk.

The launch leverages Victorian Plumbing's proprietary technology stack,
e-commerce expertise, purchasing scale, and logistics infrastructure, ensuring
operational efficiency and accelerated market entry. The revitalised MFI brand
is already demonstrating conversion rates in line with Group benchmarks,
validating our strategic approach.

Operating as a digital-only business, MFI is supported by a dedicated
leadership team and warehousing capabilities. The product offering includes a
curated selection of textiles, home décor, and freestanding furniture, with a
tiered pricing strategy ("good, better, best") designed to appeal to a wide
range of consumer segments.

Agile supply chain

Shipping costs did not change materially during 2025. The year-on-year
improvement in the strength of GBP to USD, if maintained, bodes well but there
remains a significant level of unpredictability in financial markets. We have
not seen any improvement to gate prices from China but we continue to work
with our suppliers to maximise financial performance. Third party delivery
cost prices increased in the second half of the year as a result of suppliers
passing on inflationary cost pressures resulting from the increase in National
Living Wage and National Insurance Contributions in April 2025.

Regardless of the macroeconomic conditions, by leveraging the positive working
relationships we have with our shipping partners, as well as those built with
our long-standing global suppliers, we have avoided supply chain disruption -
also evidencing the benefit of scale we have achieved in recent years.

Throughout the expansion of our categories, we also work closely with tile and
flooring manufacturers, many of whom are based in Southern Europe and have
worked to ensure margins are closely aligned with the existing Group margin.

Seamless customer journey

We are extremely proud that we continue to be rated 'Excellent' by Trustpilot
and have improved our average score in the year to 4.4 out of 5.0 from a low
of 4.3 in the first half, having smoothed out some teething issues in our new
warehouse infrastructure (2024: 4.6).

We received a record number of reviews via Trustpilot during the year and as a
Group have surpassed 415,000 reviews in total, the highest of any specialist
bathroom retailer on the site. The 'Excellent' rating we have across this
volume of reviews is testament to the dedicated work of our colleagues.

We are also delighted that our newly launched brand, MFI, is rated 'Excellent'
by Trustpilot with an average score in the year of 4.7 - leveraging our
existing customer services know-how to deliver the best customer experience.

Development of our technology platforms

Our growing Technology Development and Infrastructure teams work hard to
facilitate the continual development of our bespoke technology platforms to
ensure we remain best-in-class across online retail.

There has been significant work undertaken over recent years to completely
re-platform the website in order to improve its functionality and scalability.
We have also introduced a newly designed structure to give prominence to our
expansion categories, enhanced our search functionality to include AI
features, and introduced other developments, such as improved customer
optionality in product selection. These strategic developments have supported
an increase in user conversion from 3.8ppt in 2024 to 3.9ppt in 2025(20).
Overall, 2% (2024: 2%) of Victorian Plumbing revenue was generated through the
app.

In addition, the Technology Development team successfully enhanced our
existing warehouse management system alongside a larger project to transform
warehouse operations. By performing this work in-house, we can better control
costs, improve quality, and provide more certainty over the benefits that the
improved technology brings.

The MFI website and supporting systems were also developed by our in-house
team, taking advantage of the knowledge and expertise they developed at
Victorian Plumbing.

New distribution centre

We achieved legal completion on the 20-year lease of our new 544,000 square
feet DC on 4 October 2023 and became fully operational, as planned and within
budget, by the end of December 2024.

ESG

Taking responsibility is one of our core values, and we are clear that every
one of us has a role to play in making a positive difference to the
environment and the communities in which we operate. Our ESG strategy is
centred around three focus areas: environmental sustainability, diversity and
inclusion, and governance and ethics.

Our chosen charity is Liverpool Zoe's Place, which supports babies and young
children who have complex illnesses or disabilities that are terminal or life
limiting from birth to age five.

Our electricity contracts remain 100% renewable, and we continue to work with
suppliers to reduce the levels of plastic packaging on our products. We have
installed photovoltaic panels on the new DC to ensure we are maximising the
renewable energy source opportunities available to us.

Our people

As a Board, we continue to be impressed by the commitment and capability of
our people; collectively, their innovation and hard work have been the driving
force behind the growth and success experienced by the Group over recent
years. We are proud of the values-led, principles-driven culture that is
deep-rooted throughout Victorian Plumbing, and it is this culture that
underpins our ability to adapt and respond positively to challenges.

Recent hires in MFI from well-established homewares businesses in the UK have
added to our ever growing pool of talent and bring fresh perspectives which
complement the existing culture in the Group.

Current trading and outlook

 

The Group has had a positive start to the current financial year with
continued revenue growth across all categories, and in line with market
expectation.

MFI continues to build its product range ahead of a full launch in 2026 and
whilst revenue is building, our expectation for MFI to incur an overall loss
of between £2.6m and £3.4m in the current year remains unchanged.

We continue to focus on our long-term goals and are making good progress
across our strategic growth areas. Underpinned by our market share gains in
recent years, together with operational improvements, we are confident in the
future financial prospects of the Group, notwithstanding that we continue to
operate against a volatile consumer and economic backdrop.

Financial review

 

Introduction

The performance of the Group continued to be strong with ongoing momentum in
revenue, profit and cash generation.

                                      2025     2024     Change

                                      £m        £m       %
 Revenue                              310.0    295.7    5%
 Cost of sales                        (156.8)  (147.9)  (6%)
 Gross profit                         153.2    147.8    4%
 Gross profit margin (%)              49.4%    50.0%    (0.6ppt)
 Underlying Costs                     (121.4)  (120.6)  (1%)
 Adjusted EBITDA                      31.8     27.2     17%
 Adjusted EBITDA margin (%)           10%      9%       1ppt
 Depreciation and amortisation        (7.8)    (4.7)    (66%)
 Share-based payments (including NI)  (1.4)    (3.1)    55%
 Exceptional items                    (4.6)    (8.2)    44%
 Operating Profit                     18.0     11.2     61%
 Net finance (costs) / income         (2.2)    0.6      (467%)
 Exceptional finance costs            (0.7)    (2.8)    75%
 Profit before tax                    15.1     9.0      68%
 Adjusted profit before tax           21.8     23.1     (6%)

 

Revenue

Reported revenue grew by 5% to £310.0m in 2025, from £295.7m in 2024. Order
volume grew by 6% to a record 1,080,000, with AOV declining by 1% to £287 in
the same period. The average number of items per basket increased to 3.3 in
2025 (2024: 3.1), driven by growth in our trade channel.

Order growth reflects continued market share gain in a subdued market, driven
by the acquisition of Victoria Plum in May 2024 and our unrelenting approach
to online marketing, as well as improved brand awareness.

The reduction in AOV reflects a continuation of the customer shift away from
more expensive third party brands to our own brand product range, which
carries a higher margin, albeit the rate of this shift slowed during the
second half of the year, such that AOV in H2 was up 3% to £292 vs. H1. The
revenue split between own brand and third party brands was 81% vs. 19% (2024:
80% vs. 20%). Importantly, and in contrast to our competitors which operate
more expensive business models, the Group has not passed on any price
increases during the year as it looked to support the consumer during a
difficult and uncertain period and to ensure our pricing remains competitive.

Trade revenue, driven by higher order volumes, grew by 10% to £73.8m (2024:
£67.3m) and now represents 24% of total revenue (2024: 23%). Consumer revenue
(including MFI) increased by 3% to £236.2m (2024: £228.4m) and represents
76% of total revenue (2024: 77%), driven by order growth following the
acquisition of Victoria Plum.

Revenue continued to grow at pace in our expansion categories as space
constraints were unlocked in our new DC. Tiles and flooring revenue grew by
42% to £17.6m (2024: £12.4m), albeit at a slightly reduced gross margin when
compared with the wider core bathroom range.

Gross profit

We define gross profit as revenue less cost of sales. Cost of sales includes
all direct costs incurred in purchasing products for resale along with
packaging, distribution, and transaction costs (which include mark to market
movements on forward currency contractual arrangements in line with our
treasury policy).

Cost of sales increased by 6% to £156.8m (2024: £147.9m) in line with order
volume growth. Gross profit for the year increased by 4% to £153.2m (2024:
£147.8m). Gross profit margin reduced by 60 basis points to 49.4% (2024:
50.0%) reflecting the introduction of Extended Producer Responsibility tax
effective from 1 April 2025 and a change in product category and channel mix
across the year. Gross margin from own brand products was stable at 54% (2024:
54%), and gross margin from third party products reduced to 30% (2024: 32%).

We are proud to partner with some of the industry's leading names which,
alongside our own brand offering, allows us to provide consumers with a wide
range of price points. This is a compelling component of our unique ungeared
operating model, protecting shareholder returns and building the foundation
for future growth.

Underlying costs

Underlying costs, which we define as administrative expenses before
depreciation and amortisation, exceptional items and share-based payments,
increased by 1% to £121.4m (2024: £120.6m) and represents 39% of revenue
(2024: 41%).

                                                2025    2024    Change

                                                 £m      £m
 Marketing - online                             76.1    78.2    (3%)
 Marketing - brand                              8.5     7.2     18%
 Total marketing                                84.6    85.4    (1%)
 People costs (excluding share-based payments)  26.6    24.7    8%
 Property & other overheads                     10.2    10.5    (3%)
 Underlying costs                               121.4   120.6   1%

 

Growing the Victorian Plumbing brand awareness and increasing traffic to site
remains a focus for the Group and we have seen a material improvement in our
brand awareness score during the year to 70% (2024: 66%). Total marketing
costs decreased by 1% to £84.6m (2024: £85.4m) and represent 27.3% (2024:
28.9%) of total revenue. Online marketing costs decreased by 3% to £76.1m
(2024: £78.2m) representing 24.6% (2024: 26.5%) of total revenue, which we
consider an excellent performance and reflects our brand strength improvement
and in-house marketing expertise. Investment in brand spend, including our
title sponsorship of the UK Snooker Championship and TV and outdoor
advertising, increased to £8.5m (2024: £7.2m), representing 3% of total
revenue (2024: 2%).

People costs, excluding share-based payments but including costs relating to
agency staff, increased 8% to £26.6m (2024: £24.7m). Overall average FTE
decreased 2% to 712 (2024: 727). This reflects well-documented inflationary
cost pressures together with an investment in MFI offset, in part, by
productivity improvements within our new warehouse infrastructure. Revenue per
average FTE was £435,000 (2024: £407,000).

Property and other overhead costs reduced by 3% to £10.2m (2024: £10.5m),
with the Group investing in dedicated warehousing for MFI in the second half
of the financial year.

 

Profit

 

Operating profit and adjusted EBITDA

The Executive Leadership Team ("ELT") measures the overall performance of the
Group by reference to adjusted EBITDA, a non-GAAP measure. This adjusted
profit measure is applied by the ELT to understand earnings trends and is
considered an additional, useful measure under which to assess the Group's
true operating performance.

 

                                                           2025  2024

                                                           £m    £m
 Operating profit                                          18.0  11.2
 Amortisation of intangibles                               2.9   3.1
 Depreciation of property, plant & equipment               1.5   0.5
 Depreciation of right-of-use assets                       3.4   1.1
 Share-based payments (including NI)                       1.4   3.1
                                                           27.2  19.0
 Double running and non-recurring administrative expenses  2.0   5.7
 Impairment of right-of-use assets                         -     0.8
 Closure costs: Victoria Plum                              2.4   1.1
 Professional fees associated with business combinations   0.2   0.6
                                                           4.6   8.2
 Adjusted EBITDA                                           31.8  27.2

 

Adjusted EBITDA increased by 17% to £31.8m (2024: £27.2m), and adjusted
EBITDA margin increased by 1ppt to 10% (2024: 9%).

 

Adjusted EBITDA to adjusted PBT

 

The ELT also measures the overall performance of the Group by reference to
adjusted PBT, a non-GAAP measure. This adjusted profit measure is applied by
the ELT as an alternative profitability measure, which incorporates the
capital investment and the financing structure of the Group.

 

                                                  2025   2024

                                                  £m     £m
 Adjusted EBITDA                                  31.8   27.2
 Amortisation of intangibles                      (2.9)  (3.1)
 Depreciation of property, plant & equipment      (1.5)  (0.5)
 Depreciation of right-of-use assets              (3.4)  (1.1)
 Finance income                                   0.7    1.0
 Finance costs (excluding exceptional items)      (2.9)  (0.4)
 Adjusted PBT                                     21.8   23.1

Adjusted PBT decreased by 6% to £21.8m (2024: £23.1m), and adjusted PBT
margin decreased by 1ppt to 7% (2024: 8%).

 

Exceptional items

                                                                          2025  2024

£m
£m
 Warehouse transformation:

 -      Double running and non-recurring administrative expenses          2.0   5.7

 -      Impairment of right-of-use assets                                 -     0.8
 Closure costs: Victoria Plum                                             2.4   1.1
 Professional fees associated with business combinations                  0.2   0.6
  Exceptional items recognised within administrative expenses             4.6   8.2
 -      Double running finance costs                                      0.7   2.8
 Exceptional items recognised within finance costs                        0.7   2.8

 Total exceptional items                                                  5.3   11.0

 

 

Warehouse transformation

On 4 October 2023, the Group entered into a 20-year lease agreement for the
new warehouse and commenced a period of fit-out, which was substantially
complete by the end of December 2024. In accordance with IFRS 16, a lease
liability of £41.7m has been recognised, with a corresponding right-of-use
asset recognised in non-current assets during the prior financial year.

For the duration of the fit-out, the new warehouse was not generating economic
benefit for the Group. Therefore, expenditure incurred during the fit-out
period, together with non-recurring transformation costs such as associated
professional fees, totalling £2.1m (2024: £5.7m) has been recognised as
'warehouse transformation costs' in the consolidated statement of
comprehensive income. Associated exceptional cash outflows of £1.5m (2024:
£2.5m) have been incurred and recognised in the consolidated statement of
cash flows.

The imputed interest recognised against IFRS 16 lease liabilities for property
considered to be non-underlying during the fit-out period have been recognised
as 'double running finance costs'. Associated cash outflows of £0.5m have
been expended for double running finance costs during the period (2024:
£2.8m).

Closure of Victoria Plum

On 17 May 2024, Victorian Plumbing Ltd, a subsidiary of the Group, acquired
100% of the share capital of Victoria Plum and, in August 2024, the decision
was taken by the Group to cease trading Victoria Plum. The Victoria Plum
website was redirected to Victorian Plumbing from November 2024. This closure
activity meets the definition of a discontinued operation under IFRS 5
Non-current Assets Held for Sale and Discontinued Operations. As such, the
losses incurred together with the settlement of the balance sheet of Victoria
Plum have been recognised as a £9.1m cash outflow from discontinued
operations in 2025. A provision of £0.6m has been recognised as an
exceptional item within continuing operations in the year against Victoria
Plum inventory held by Victorian Plumbing.

 Exceptional cash flows                                                          2025   2024

                                                                                 £m     £m
 Cash flows from operating activities
 Cash outflow from exceptional items: warehouse transformation costs             (1.5)  (2.5)
 Cash outflow from the closure costs                                             -      (0.8)
 Cash flows from investing activities
 Purchase of intangible assets: exceptional items                                (0.1)  (0.3)
 Purchase of property, plant and equipment: exceptional items                    (0.6)  (20.8)
 Cash flows from financing activities
 Payment of interest portion of lease liabilities: double running finance costs  (0.5)  (2.7)
 Payment of principal portion of lease liabilities: double running finance       -      (0.1)
 costs
 Cash flows from exceptional items                                               (2.7)  (27.2)

Share-based payments

The Group incurred share-based payment charges (including associated national
insurance) of £1.4m (2024: £3.1m). Share-based payment charges for the year
include £0.7m (2024: £1.7m) for schemes relating to the Group's IPO in June
2021, along with £0.7m (2024: £1.4m) for ongoing schemes put in place post
IPO.

Depreciation, amortisation and impairment

The Group continues to invest in its platform and the development of bespoke
in-house systems (including MFI), with £3.9m of intangible assets capitalised
during the year (2024: £3.8m). Depreciation and amortisation increased by
£3.1m to £7.8m (2024: £4.7m) to reflect the additional expense of the
fit-out of the new warehouse together with the associated right of use
expense.

Net finance costs

Finance income of £0.7m during the year compares to a finance income of
£1.0m for 2024 due to, inter alia, cash being placed on deposit to take
advantage of deposit rates. Finance costs (excluding exceptional items)
increased to £2.9m (2024: £0.4m) to reflect the additional interest on the
20-year lease associated with the new warehouse.

Taxation

The Group tax charge of £2.2m (2024: £3.5m) represents an effective tax rate
of 15% (2024: 39%) which is lower than the standard rate of UK tax of 25% due
to tax losses being recognised in the year.

Earnings per share

Diluted EPS from continuing operations was 4.2 pence (2024: 1.7 pence).
Adjusted diluted EPS grew by 2% to 5.4 pence (2024: 5.3 pence).

Cash flow and net cash

The Group continues to achieve strong cash generation with an increase in free
cash flow of 29% to £24.0m (2024: £18.6m), resulting in strong operating
cash conversion of 77% (2024: 68%).

 Continuing operations                              2025    2024

                                                     £m      £m
 Adjusted EBITDA                                    31.3    27.2
 Movement in working capital                        2.5     (4.8)
 Repayment of lease liabilities                     (3.5)   (1.3)
 VAT not yet recovered on exceptional items         (1.6)   1.2
 Capital expenditure (excluding exceptional items)  (4.7)   (3.7)
 Free cash flow                                     24.0    18.6
 Operating cash conversion                          77%     68%

 

Changes in working capital resulted in a cash inflow of £2.5m (2024: outflow
of £4.8m), largely because of timing differences with supplier payments.
Given the nature of our stock, we continue to incur low levels of obsolescence
and our proprietary knowledge over two decades of trading benefits us in low
levels of returns and damages.

Capital expenditure (excluding exceptional items) of £4.7m (2024: £3.7m)
included £3.6m (2024: £3.3m) of capitalised salaries relating to development
of the Group's bespoke software solutions.

At the end of the year, the Group had net cash (excluding IFRS 16 related
liabilities) of £17.7m (2024: £11.2m).

On 18 December 2024, the Group entered into a new three-year revolving credit
facility ("RCF") with HSBC, replacing the £10m RCF which was due to expire in
December 2025. The new RCF has total commitments of £30m. The Group has
provided a cross-guarantee by way of a debenture dated 7 June 2021 as security
for the facility. The RCF remains undrawn at the date of this report.

 

MFI

MFI recognised revenue of £0.1m in the first three months of trading
following the soft launch in July 2025. Administrative expense of £2.3m for
people and property cost was recognised during the second half of the year.
Depreciation and finance expense totalling £0.3m has also been recognised
during the second half of the year, resulting in a statutory and adjusted net
loss before tax of £2.5m.

 

Forecasting MFI continues to be a challenge given the limited amount of
trading history. As an entrepreneurial business we will react and adapt over
time. Notwithstanding this, our current expectation is for MFI to incur an
overall loss of between £2.6m and £3.4m in 2026.

 

Dividend

Victorian Plumbing has a robust balance sheet, generates significant operating
cashflows and the underlying priority is to reinvest into the business and
drive further profitable growth. In H1 2025, the Board implemented a revised
capital allocation policy with the aim of maintaining a dividend cover ratio
of 2.25x - 3.00x (previously 3.00x - 3.50x). This recognises that most growth
opportunities do not require significant capital, and reflects confidence in
the Group's ongoing strength, future growth prospects and cash generation.

In order to distribute a total ordinary dividend for the year of 2.15 pence
per share (2024: 1.61 pence per share), which would represent growth of 34%,
the Board is recommending a full year final ordinary dividend of 1.45 pence
per share (2024: 1.09 pence per share). This would represent dividend cover
for 2025 of 2.5x (2024: 3.3x).

If approved, this would result in a total cash distribution to shareholders of
£7.2m (£2.3m interim paid and £4.9m final to be paid) (2024: total cash
distribution to shareholders £5.2m), subject to shareholders' approval at the
AGM on 25 February 2026. The final dividend will be paid on 4 March 2026 to
shareholders on the register of members at the close of business on 6 February
2026.

 

Daniel Barton
Chief Financial Officer

2 December 2025

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2025

 

 

                                     Note  Continuing operations  Discontinued operations         2024

                                           £m                     £m                       2025   £m

                                                                                           £m
 Revenue                             4     306.1                  3.9                      310.0        295.7
 Cost of sales                             (154.3)                (2.5)                    (156.8)      (147.9)
 Gross profit                              151.8                  1.4                      153.2        147.8
 Administrative expenses             5     (132.6)                (2.6)                    (135.2)      (135.8)
 Impairment of assets                      -                      -                        -            (0.8)
 Operating profit / (loss)                 19.2                   (1.2)                    18.0         11.2
 Finance income                      7     0.7                    -                        0.7          1.0
 Finance costs                       7     (3.6)                  -                        (3.6)        (3.2)
 Profit / (loss) before tax                16.3                   (1.2)                    15.1         9.0
 Income tax expense                  8     (2.5)                  0.3                      (2.2)        (3.5)
 Profit / (loss) for the year              13.8                   (0.9)                    12.9         5.5

 Loss from discontinued operations         -                      (0.9)                    (0.9)        -

 Profit from continuing operations         13.8                   -                        13.8         5.5
 Basic earnings per share (pence)    10    4.5                    (0.3)                    4.2          1.8
 Diluted earnings per share (pence)  10    4.2                    (0.3)                    3.9          1.7

 

There are no items to be recognised in the statement of comprehensive income
in the current year or prior year, and hence the Group has not presented a
separate statement of other comprehensive income.

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 SEPTEMBER 2025

                                                   Note           2024

                                                                  £m

                                                         2025

                                                         £m
 Assets
 Non-current assets
 Goodwill                                                18.8     18.8
 Intangible assets                                 13    4.7      4.7
 Property, plant and equipment                     14    26.8     27.8
 Right-of-use assets                               15    47.3     45.4
                                                         97.6     96.7
 Current assets
 Inventories                                             45.6     43.7
 Trade and other receivables                       16    7.5      6.9
 Cash and cash equivalents                               17.7     11.2
                                                         70.8     61.8
 Total assets                                            168.4    158.5

 Equity and liabilities
 Equity attributable to the owners of the Company
 Share capital                                     20    0.3      0.3
 Share premium                                           11.2     11.2
 Capital redemption reserve                              0.1      0.1
 Capital reorganisation reserve                          (320.6)  (320.6)
 Retained earnings                                       369.6    361.3
 Total equity                                            60.6     52.3

 Liabilities
 Non-current liabilities
 Lease liabilities                                 18    47.5     43.0
 Derivative financial instruments                        -        0.5
 Provisions                                              2.0      1.9
 Deferred tax liability                                  1.6      2.8
                                                         51.1     48.2
 Current liabilities
 Trade and other payables                          17    45.0     44.5
 Contract liabilities                                    6.8      9.5
 Lease liabilities                                 18    3.6      3.1
 Provisions                                              0.2      0.7
 Corporation tax                                         1.1      0.2
                                                         56.7     58.0
 Total liabilities                                       107.8    106.2
 Total equity and liabilities                            168.4    158.5

 

The financial statements were approved by the Board of Directors on 2 December
2025 and authorised for issue.

Daniel Barton

Chief Financial Officer

Victorian Plumbing Group plc

Registered number: 13379554

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2025

 

                                                               Share capital  Share premium  Capital redemption reserve  Capital reorganisation reserve £m   Retained earnings  Total equity

                                                               £m             £m             £m                                                              £m                 £m
 Balance at 1 October 2023                                     0.3            11.2           0.1                         (320.6)                             357.8              48.8
 Comprehensive income
 Profit for the year                                           -              -              -                           -                                   5.5                5.5
 Transactions with owners
 Dividends paid                                                -              -              -                           -                                   (4.8)              (4.8)
 Employee share schemes - value of employee services           -              -              -                           -                                   2.8                2.8
 Total transactions with owners recognised directly in equity  -              -              -                           -                                   (2.0)              (2.0)

 Balance at 30 September 2024                                  0.3            11.2           0.1                         (320.6)                             361.3              52.3

 Comprehensive income
 Profit for the year                                           -              -              -                           -                                   12.9               12.9
 Transactions with owners
 Dividends paid                                                -              -              -                           -                                   (5.8)              (5.8)
 Employee share schemes - value of employee services           -              -              -                           -                                   1.2                1.2
 Total transactions with owners recognised directly in equity  -              -              -                           -                                   (4.6)              (4.6)

 Balance at 30 September 2025                                  0.3            11.2           0.1                         (320.6)                             369.6              60.6

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

 

                                                                    Note  2025    2024

                                                                          £m      £m
 Cash flows from operating activities
 Cash generated from operating activities before exceptional items  23    33.8    22.4
 Cash outflow from exceptional items                                      (1.5)   (3.3)
 Cash outflow from share-based payments                                   (0.2)   (0.2)
 Cash generated from operating activities                                 32.1    18.9
 Income tax paid                                                          (1.7)   (2.5)
 Interest received on cash deposits                                       0.7     1.0
 Cash outflow from discontinued operations                                (9.1)   -
 Net cash generated from operating activities                             22.0    17.4

 Cash flows from investing activities
 Purchase of intangible assets                                            (4.0)   (3.8)
 Purchase of property, plant and equipment                                (1.4)   (21.0)
 Acquisition of subsidiary - net of cash acquired                         -       (19.1)
 Net cash used in investing activities                                    (5.4)   (43.9)

 Cash flows from financing activities
 Dividends paid                                                           (5.8)   (4.8)
 Finance arrangement fees                                                 (0.3)   (0.1)
 Payment of interest portion of lease liabilities                         (3.3)   (3.0)
 Payment of principal portion of lease liabilities                        (0.7)   (0.8)
 Net cash used in financing activities                                    (10.1)  (8.7)

 Net increase in cash and cash equivalents                                6.5     (35.2)
 Cash and cash equivalents at the beginning of the year                   11.2    46.4
 Cash and cash equivalents at the end of the year                         17.7    11.2

 

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  General information

Basis of preparation

The consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards. The consolidated financial
statements have been prepared on the going concern basis and on the historical
cost convention modified for the revaluation of certain financial instruments.

The financial information set out in this document does not constitute the
statutory accounts of the Group for the financial years ended 30 September
2025 or 30 September 2024 but is derived from the 2025 Annual Report and
Financial Statements. The Annual Report and Financial Statements for 2025 will
be delivered to the Registrar of Companies in due course. The auditors have
reported on those accounts and have given an unqualified report, which does
not contain a statement under Section 498 of the Companies Act 2006.

Going concern

The Group's ability to continue as a going concern is dependent on maintaining
adequate levels of resources to continue to operate for the foreseeable
future. When assessing the going concern of the Group, the Directors have
reviewed the year to date financial results, as well as detailed financial
forecasts for the period up to 31 January 2027. The assumptions used in the
financial forecasts are based on the Group's historical performance and
management's extensive experience of the industry.  Taking into consideration
the wider economic environment, the forecasts have been assessed and stress
tested to ensure that a robust assessment of the Group's working capital and
cash requirements has been performed.

At 30 September 2025, the Group held instantly accessible cash of £17.7m. The
Group also had access to a revolving credit facility of £30.0m with HSBC
which was undrawn at 30 September 2025. On 18 December 2024, the Group entered
into a three year agreement with HSBC for a £30m revolving credit facility.
The Group has sufficient liquidity headroom through the forecast period. The
Directors therefore have reasonable expectation that the Group has the
financial resources to enable it to continue in operational existence for the
period to 31 January 2027. Accordingly, the Directors conclude it is
appropriate that these consolidated financial statements be prepared on a
going concern basis.

2.  Accounting policies, estimates and judgements

The accounting policies applied by the Group in these consolidated financial
statements are the same as those applied by the Group in its consolidated
financial statements as at and for the year ended 30 September 2024 unless
stated below.

Judgements in applying accounting policies and sources of estimation
uncertainty

2.1 Accounting judgements

Business combinations

The acquisition method of accounting is applied in accounting for the
acquisition of subsidiaries. The acquiree's identifiable assets and
liabilities are recognised at their fair values at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and measured at
cost, representing the excess of the aggregate of the consideration, the
amount of any non-controlling interests in the acquiree, and the fair value of
the acquirer's previously held equity interest in the acquiree (if any) over
the net of the fair value of its identifiable assets and liabilities at the
date of acquisition. The consideration is measured at fair value, which is the
aggregate of the fair values of the assets transferred, liabilities incurred
or assumed, and the equity instruments issued in exchange for control of the
acquiree.

Impairment of goodwill and other intangibles

Goodwill was recognised upon the acquisition of AHK Designs Limited trading as
Victoria Plum ("Victoria Plum"). The goodwill represents the removal of a
nuisance factor, being the competing brand with a similar name. The goodwill
arising upon this acquisition has been allocated to the main Group's CGU,
Victorian Plumbing. The CGU of Victorian Plumbing has been assessed for
impairment and at that level there is no indication of impairment.

An impairment review of other intangible assets, being 'computer software' and
'assets under construction' has been performed and due to the growth enabling
features and efficiency gains it was concluded that the future value of the
investments made is greater than the carrying value. Any assets held in the
'assets under construction' category will be brought into use during the year
ended 30 September 2026.

 

Intangible assets

Intangible assets relate to the development of the Group's internal bespoke
software solutions and comprise both capitalised internal salaries and third
party costs. Initial capitalisation of costs is based on management's
judgement that technological and economic feasibility is confirmed, usually
when a product development project has reached a defined milestone according
to an established project management model.

2.2 Sources of estimation uncertainty

Refund liability and right of return asset

The refund liability that is recognised within the consolidated financial
statements relates to the obligation to refund some or all of the
consideration received from a customer. The liability is measured at the
amount the Group ultimately expects it will have to return to the customer.
The refund liability therefore requires management to estimate the amount
expected to be returned to customers after the reporting date.

The refund liability and associated right of return asset are estimated using
historical rates of the level of refunds relative to revenue.

 

                                                  2025   2024
 Revenue (£m)                                     310.0  295.7
 Refund liability (£m)                            0.9    0.8
 Refund liability % average quarterly sales       1.0%   1.1%
 Right of return asset (£m)                       0.3    0.3
 Right of return asset % average quarterly sales  0.4%   0.4%

The impact on profit before taxation ("PBT") of increasing the refund rate by
100% would be a reduction of £0.9m (2024: £0.8m).

Warranty provision

The Group provides for the cost expected to be incurred in order to replace
damaged or faulty items that existed at the time of sale. The provision
related to these assurance-type warranties are recognised when the product is
sold. Initial recognition is based on historical experience.

The warranty provision is estimated with reference to the historical level of
credit notes raised relative to revenue.

 

                                               2025   2024
 Revenue for the period (£m)                   310.0  295.7
 Warranty provision (£m)                       0.3    0.3
 Warranty provision % average quarterly sales  0.4%   0.4%

 

 

The impact on PBT of increasing the warranty provision by 100% would be a
reduction of £0.3m (2024: £0.3m).

Inventory provision

Management has evaluated the level of inventory held and the ageing of
inventory in order to consider the need for a provision over stock to cover
either slow-moving items, obsolete items or items which the Group may sell at
lower than cost.  This has resulted in a provision of £0.6m being recognised
in the period (2024: £nil). The impact on PBT of increasing the inventory
provision by 100% would be a reduction of £0.6m (2024: £nil).

 

 

 

3.  Segmental information

IFRS 8 'Operating Segments' requires the Group to determine its operating
segments based on information that is provided internally. Based on the
internal reporting information and management structures within the Group, it
has been determined that there are three operating segments: Victorian
Plumbing, MFI and Victoria Plum, as the three entities are clearly and
separately reported on internally. There is also considered to be three
reporting segments; Victorian Plumbing, MFI and Victoria Plum. MFI is a new
segment this year, having commenced trading in 2025.

Management has determined that there are three operating and reporting
segments based on the reports reviewed by the ELT, which is the chief
operating decision-maker ("CODM"). The ELT is made up of the Executive
Directors and Key Management and is responsible for the strategic
decision-making of the Group.

Adjusted EBITDA

The ELT measures the overall performance of the Operating Group by reference
to Adjusted EBITDA, a non-GAAP measure. This adjusted profit measure is
applied by the ELT to understand the earnings trends of the Operating Group
and is considered an additional, useful measure under which to assess the true
operating performance of the Operating Group.

The Directors believe that these items and adjusted measures of performance
should be separately disclosed in order to assist in the understanding of
financial performance achieved by the Operating Group and for consistency with
prior years.

Adjusted PBT

The ELT also measures the overall performance of the Operating Group by
reference to adjusted profit before tax ("PBT"), a non-GAAP measure. Adjusted
PBT is defined as adjusted EBITDA less interest, depreciation and
amortisation.

This adjusted profit measure is applied by the ELT as an alternative
profitability measure, which incorporates the capital investment and the
financing structure of the Group.

 

 

                                      Victorian Plumbing £m          Continuing operations £m   Victoria Plum           Victorian Plumbing £m   Victoria Plum

                                                              MFI                               £m                                              £m

                                                              £m                                               2025                                            2024
 Revenue                              306.0                   0.1    306.1                      3.9            310.0    281.0                   14.7           295.7
 Cost of sales                        (154.3)                 (0.0)  (154.3)                    (2.5)          (156.8)  (139.3)                 (8.6)          (147.9)
 Gross profit                         151.7                   0.1    151.8                      1.4            153.2    141.7                   6.1            147.8
 Administrative expenses              (118.2)                 (2.3)  (120.5)                    (0.9)          (121.4)  (112.3)                 (8.3)          (120.6)
 Adjusted EBITDA                      33.5                    (2.2)  31.3                       0.5            31.8     29.4                    (2.2)          27.2
 Net finance costs                    (2.1)                   (0.1)  (2.2)                      -              (2.2)    0.6                     -              0.6
 Amortisation and depreciation        (7.6)                   (0.2)  (7.8)                      -              (7.8)    (4.7)                   -              (4.7)
 Adjusted profit before tax           23.8                    (2.5)  21.3                       0.5            21.8     25.3                    (2.2)          23.1
 Exceptional items                    (3.6)                   -      (3.6)                      (1.7)          (5.3)    (10.1)                  (0.9)          (11.0)
 Share-based payments (including NI)  (1.4)                   -      (1.4)                      -              (1.4)    (3.1)                   -              (3.1)
 Profit before tax                    18.8                    (2.5)  16.3                       (1.2)          15.1     12.1                    (3.1)          9.0

 

 

4.  Revenue

An analysis of revenue by class of business is as follows:

                                           2025   2024

                                           £m     £m
 Bathroom                                  288.4  268.6
 Tiles and flooring                        17.6   12.4
 Homewares                                 0.1    -
 Revenue from continuing operations        306.1  281.0

 Bathroom                                  3.9    14.7
 Revenue from discontinued operations      3.9    14.7
                                           310.0  295.7

 

All revenue arose within the United Kingdom.

5.  Operating profit

Expenses by nature including exceptional items:

                                                                      Continuing operations  Discontinued operations  2025   2024

                                                                      £m                     £m                       £m     £m
 Employee costs (excluding share-based payments)                      25.2                   -                        25.2   23.0
 Agency and contractor costs                                          1.4                    -                        1.4    1.7
 Share-based payments (including NI)                                  1.4                    -                        1.4    3.1
 Marketing costs                                                      83.7                   0.9                      84.6   85.4
 Property costs                                                       4.1                    -                        4.1    4.8
 Computer costs                                                       2.9                    -                        2.9    2.9
 Other costs                                                          3.2                    -                        3.2    2.8
 Amortisation of intangibles                                          2.9                    -                        2.9    3.1
 Depreciation of property, plant and equipment                        1.5                    -                        1.5    0.5
 Depreciation of right-of-use assets                                  3.9                    -                        3.9    3.3
 Depreciation capitalised during the fit-out of the DC                (0.5)                  -                        (0.5)  (2.2)
 Exceptional items:
 Double running and non-recurring administrative expenses             2.0                    -                        2.0    5.7
 Closure costs: Victoria Plum                                         0.7                    1.7                      2.4    1.1
 Impairment of right-of-use assets                                    -                      -                               0.8
 Professional fees associated with business combinations              0.2                    -                        0.2    0.6
 Total administrative expenses                                        132.6                  2.6                      135.2  136.6
 Share-based payments (including NI)                                  (1.4)                  -                        (1.4)  (3.1)
 Exceptional items within admin expenses                              (2.9)                  (1.7)                    (4.6)  (8.2)
 Total administrative expenses before separately disclosed items      128.3                  0.9                      129.2  125.3

 

 

6.  Exceptional items

 a. By nature                                                                                                    2025      2024

                                                                                                                 £m        £m
 Warehouse transformation costs:
 -     Double running and non-recurring administrative expenses                                                  2.0       5.7
 -     Impairment of right-of-use assets                                                                         -         0.8
 Closure costs: Victoria Plum                                                                                    2.4       1.1
 Professional fees associated with business combinations                                                         0.2       0.6
 Exceptional items recognised within administrative expenses                                                     4.6       8.2

 Warehouse transformation costs:
 -     Double running finance costs                                                                              0.7       2.8
 Exceptional items recognised within finance costs                                                               0.7       2.8
 Total exceptional items                                                                                         5.3       11.0
                                                                                                                 2025      2024

                                                                                                                 £m        £m

 b. By function

 Warehouse transformation costs:
 -     Double running and non-recurring administrative expenses                                                  2.0       5.7
 -     Impairment of right-of-use assets                                                                         -         0.8
 -     Double running finance costs                                                                              0.7       2.8
                                                                                                                 2.7       9.3
 Acquisition and closure of Victoria Plum:
 -     Closure costs: Victoria Plum                                                                              2.4       1.1
 -     Professional fees associated with business combinations                                                   -         0.6
                                                                                                                 2.4       1.7

 Professional fees associated with business combinations                                                         0.2       -
                                                                                                                 0.7       -
 Total exceptional items                                                                                         5.3       11.0

 

Warehouse transformation

On 4 October 2023, the Group entered into a 20-year lease agreement for the DC
and commenced a period of fit-out which, by the end of December 2024, had
substantially completed. In accordance with IFRS 16, a lease liability of
£41.7m has been recognised, with a corresponding right-of-use asset
recognised in non-current assets during the prior financial year.

For the duration of the fit-out, the DC was not generating economic benefit
for the Group. Therefore, operating expenditure incurred during the fit-out
period, together with non-recurring transformation costs such as associated
professional fees, totalling £2.0m (2024: £5.7m) has been recognised as
'warehouse transformation costs' in the consolidated statement of
comprehensive income. During 2025, associated exceptional cash outflows of
£1.5m (2024: £2.5m) have been incurred and recognised in the consolidated
statement of cash flows.

The imputed interest recognised against IFRS 16 lease liabilities for property
considered to be non-underlying during the fit-out period have been recognised
as 'double running finance costs'. Associated cash outflows of £0.5m have
been expended for double running finance costs during the period (2024:
£2.8m).

 

Closure of Victoria Plum

On 17 May 2024, Victorian Plumbing Ltd, a subsidiary of the Group, acquired
100% of the share capital of Victoria Plum and, in August 2024, the decision
was taken by the Group to cease trading Victoria Plum. The Victoria Plum
website was redirected to Victorian Plumbing from November 2024. This closure
activity meets the definition of a discontinued operation under IFRS 5
Non-current Assets Held for Sale and Discontinued Operations. As such, the
losses incurred together with the settlement of the balance sheet of Victoria
Plum have been recognised as a £9.1m cash outflow from discontinued
operations in 2025. A provision of £0.6m has been recognised as an
exceptional item within continuing operations in the year against Victoria
Plum inventory held by Victorian Plumbing.

c. Exceptional cash flows

                                                                                      2025   2024

                                                                                      £m     £m
 Cash flows from operating activities
 Cash outflow from exceptional items                                                  (1.5)  (2.5)
 Cash flows from investing activities
 Purchase of intangible assets: exceptional                                           (0.1)  (0.3)
 Purchase of property, plant and equipment: exceptional                               (0.6)  (20.8)
 Cash flows from financing activities
 Payment of interest portion of lease liabilities: double running - finance           (0.5)  (2.7)
 costs
 Payment of principal portion of lease liabilities: double running - finance          -      (0.1)
 costs
 Cash flows from exceptional items                                                    (2.7)  (27.2)

 

7.  Net finance costs

                                                    2025   2024

                                                    £m     £m
 Interest received on cash deposits                 0.7    1.0
 Finance income                                     0.7    1.0

 Interest on undrawn revolving credit facility      (0.3)  (0.1)
 Interest expense on lease liability                (3.3)  (3.1)
 Finance costs                                      (3.6)  (3.2)
 Net finance costs                                  (2.9)  (2.2)

 

8.  Income tax expense

                                                  2025   2024

                                                  £m     £m
 Corporation tax
 Current tax on profits for the year              3.7    0.4
 Adjustments in respect of previous periods       (0.3)  0.2
 Total current tax                                3.4    0.6
 Deferred tax
 Origination of temporary timing differences      (1.2)  2.9
 Total deferred tax                               (1.2)  2.9
 Taxation on profit                               2.2    3.5

 

 

Factors affecting tax charge for the year

The tax assessed for the period is lower (2024: higher) than the standard rate
of corporation tax in the UK of 25% (2024: 25%). The differences are explained
below:

                                                                                   2025   2024

                                                                                   £m     £m
 Profit on ordinary activities before tax                                          15.1   9.0
 Profit on ordinary activities multiplied by standard rate of corporation tax      3.8    2.3
 in the UK of 25% (2024: 25%)
 Effects of:
 Expenses not deductible for tax purposes                                          0.3    0.5
 Adjustments in respect of previous periods                                        (0.3)  0.2
 Tax losses                                                                        (1.6)  0.5
 Total tax charge for the year                                                     2.2    3.5

 

Taxation on items taken directly to equity was £nil (2024: £nil) relating to
tax on share-based payments.

9.  Dividends paid and proposed

                                                                        2025              2024              2025  2024

                                                                        Pence per share   Pence per share   £m    £m
 Final ordinary dividend recognised as distributions in the year        1.09              0.95              3.5   3.1
 Interim ordinary dividend recognised as distributions in the year      0.70              0.52              2.3   1.7
 Total dividend paid in the year                                        1.79              1.47              5.8   4.8

 Interim ordinary dividend                                              0.70              0.52              2.3   1.7
 Final ordinary dividend                                                1.45              1.09              4.9   3.5
 Total dividend                                                         2.15              1.61              7.2   5.2

In order to distribute a total ordinary dividend for the year of 2.15 pence
per share (2024: 1.61 pence per share), which would represent growth of 34%,
the Board is recommending a full year final ordinary dividend of 1.45 pence
per share (2024: 1.09 pence per share).

This results in a total cash distribution to shareholders of £7.2m (£2.3m
interim paid and £4.9m final to be paid), subject to shareholders' approval
at the AGM on 25 February 2026. The dividends will be paid on 4 March 2026 to
shareholders on the register of members at the close of business on 6 February
2026.

10.       Earnings per share

Basic and diluted earnings per share

Basic earnings per share ("EPS") is calculated by dividing the profit for the
period attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the profit attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares
outstanding during the year plus the number of incremental ordinary shares,
calculated using the treasury stock method, that would be issued on conversion
of all the dilutive potential ordinary shares into ordinary shares.

 

 

The following table reflects the income and share data used in the EPS
calculations:

                                               Weighted average number of ordinary shares  Total earnings  Pence per share

                                                                                           £m
 Year ended 30 September 2025
 Basic EPS from continuing operations          314,295,920                                 13.8            4.5
 Basic EPS from discontinued operations        314,295,920                                 (0.9)           (0.3)
 Basic EPS                                     314,295,920                                 12.9            4.2
 Diluted EPS from continuing operations        331,111,216                                 13.8            4.2
 Diluted EPS from discontinued operations      331,111,216                                 (0.9)           (0.3)
 Diluted EPS                                   331,111,216                                 12.9            3.9

 Year ended 30 September 2024
 Basic EPS                                     294,908,792                                 5.5             1.8
 Diluted EPS                                   327,498,168                                 5.5             1.7

 

The number of shares in issue at the start of the year is reconciled to the
basic and diluted weighted average number of shares below:

                                                                     2025         2024

 Weighted average number of shares for basic EPS                     314,295,920  294,908,792
 Dilutive impact of unvested shares in relation to share awards      16,815,296   32,589,376
 Weighted average number of shares for diluted EPS                   331,111,216  327,498,168

 

The average market value of the Group's shares for the purposes of calculating
the dilutive effect of share-based incentives was based on quoted market
prices for the period during which the share-based incentives were
outstanding.

Adjusted diluted earnings per share

Adjusted diluted EPS is an Alternative Performance Measure (APM) and has been
calculated using profit from continuing operations for the purpose of basic
EPS, adjusted for total adjusting items and the tax effect of those items.

                                                                                   2025         2024

                                                                                   £m           £m
 Profit for the year                                                               13.8         5.5
 Exceptional items                                                                 3.6          11.0
 Share-based payments                                                              1.4          3.1
 Tax effect                                                                        (1.1)        (2.3)
 Total adjusted profit for the year                                                17.7         17.3

                                                                                   Number       Number
 Total issued share capital for the purposes of adjusted diluted earnings per      327,737,158  326,334,279
 share

 Adjusted diluted earnings per share (pence)                                       5.4          5.3

 

 

11.       Business combinations

Acquisition of AHK Designs Ltd - May 2024

On 17 May 2024 Victorian Plumbing Ltd, a subsidiary, acquired the entire
issued share capital of AHK Designs Ltd, trading as Victoria Plum ("Victoria
Plum").

Victoria Plum was acquired for initial consideration of £22.5m, with £0.3m
repaid by the seller through the completion accounts adjustment.

                                       £m
 Purchase consideration:
 Initial cash paid                     22.5
 Final working capital adjustment      (0.3)
 Total consideration                   22.2

 

The provisional fair value of assets and liabilities recognised as a result of
this acquisition are as follows:

                                                         £m
 Tangible fixed assets                                   -
 Intangible fixed assets                                 -
 Inventory                                               8.9
 Cash                                                    3.1
 Trade and other receivables                             1.1
 Trade payables                                          (3.2)
 Other taxation and NI                                   (1.5)
 Corporation tax                                         (0.3)
 Other payables                                          (0.7)
 Accruals                                                (2.3)
 Contract liabilities                                    (1.7)
 Net identifiable assets acquired                        3.4
 Goodwill                                                18.8
 Net assets acquired                                     22.2

 

12.       Goodwill

                                   £m
 Cost
 At 30 September 2024              18.8
 At 30 September 2025              18.8

 Net book value
 At 30 September 2024              18.8
 At 30 September 2025              18.8

 

Goodwill of £18.8m was recognised upon the acquisition of Victoria Plum,
which was subsequently closed. The goodwill represents the removal of a
nuisance factor, being the competing brand with a similar name. This goodwill
is expected to generate benefit for the existing Victorian Plumbing Group and
has therefore been allocated to the Victorian Plumbing Group cash generating
unit ("CGU").

This balance has been reviewed for impairment on a value in use basis by
performing a discounted cash flow ("DCF") exercise for the CGU. The key
assumptions within the DCF include expected revenue growth (market share and
average order value) and costs in accordance with the three-year Board
approved budget, followed by a long-term growth rate of 2.0% into perpetuity
and a pre-tax discount rate of 14.0%. Significant headroom was retained over
the carrying value of the goodwill. The value in use calculation was not
sensitive to reasonably possible changes in these key assumptions and the
carrying value of goodwill is considered recoverable.

 

13.       Intangible assets

                               Computer software  Assets under construction  Total

                               £m                 £m                         £m
 Cost
 At 30 September 2023          12.9               0.2                        13.1
 Additions                     2.9                0.9                        3.8
 At 30 September 2024          15.8               1.1                        16.9
 Reclassifications             0.5                (0.5)                      -
 Additions                     3.9                -                          3.9
 Disposals                     (0.7)              -                          (0.7)
 At 30 September 2025          19.5               0.6                        20.1

 Accumulated amortisation
 At 30 September 2023          9.1                -                          9.1
 Charge for the year           3.1                -                          3.1
 At 30 September 2024          12.2               -                          12.2
 Disposals                     (0.7)              -                          (0.7)
 Charge for the year           3.9                -                          3.9
 At 30 September 2025          15.4               -                          15.4

 Net book value
 At 30 September 2023          3.8                0.2                        4.0
 At 30 September 2024          3.6                1.1                        4.7
 At 30 September 2025          4.1                0.6                        4.7

 

Assets under construction represent costs incurred in the development of
internal management systems, that are not yet available for use in the manner
intended by management.

Computer software comprises both internal salaries and external development
capitalised in relation to the Group's bespoke operational software. The Group
capitalised internal salaries of £3.6m in the year ended 30 September 2025
(2024: £3.3m) for development of computer software.

For the year to 30 September 2025, the amortisation charge of £3.9m (2024:
£3.1m) has been charged to administrative expenses in the income statement.

 

 

14.       Property, plant and equipment

                           Leasehold improvements  Plant and machinery  Fixtures       Office      Assets under construction £m   Total

                           £m                      £m                   and fittings   equipment                                  £m

                                                                        £m             £m
 Cost
 At 30 September 2023      0.1                     1.3                  0.5            1.2         3.9                            7.0
 Additions                 -                       -                    -              -           23.4                           23.4
 At 30 September 2024      0.1                     1.3                  0.5            1.2         27.3                           30.4
 Additions                 0.1                     -                    -              0.2         0.2                            0.5
 Reclassifications         16.4                    8.1                  2.4            0.6         (27.5)                         -
 At 30 September 2025      16.6                    9.4                  2.9            2.0         -                              30.9

 Accumulated depreciation
 At 30 September 2023      -                       0.9                  0.5            0.7         -                              2.1
 Charge for the year       0.1                     0.1                  -              0.3         -                              0.5
 At 30 September 2024      0.1                     1.0                  0.5            1.0         -                              2.6
 Charge for the year       0.7                     0.5                  0.1            0.2         -                              1.5
 At 30 September 2025      0.8                     1.5                  0.6            1.2         -                              4.1

 Net book value
 At 30 September 2023      0.1                     0.4                  -              0.5         3.9                            4.9
 At 30 September 2024      -                       0.3                  -              0.2         27.3                           27.8
 At 30 September 2025      15.8                    7.9                  2.3            0.8         -                              26.8

 

15.       Right-of-use assets

                               Manual Handling Equipment  Leasehold Property  Right-of-use assets

                               £m                         £m                  £m
 Cost
 At 30 September 2023          0.7                        8.3                 9.0
 Additions                     -                          44.8                44.8
 Modifications                 -                          0.4                 0.4
 Disposals                     (0.3)                      -                   (0.3)
 Impairment                    -                          (0.8)               (0.8)
 At 30 September 2024          0.4                        52.7                53.1
 Additions                     4.3                        -                   4.3
 Modifications                 -                          1.5                 1.5
 At 30 September 2025          4.7                        54.2                58.9

 Accumulated depreciation
 At 30 September 2023          0.5                        4.2                 4.7
 Charge for the year           0.1                        3.2                 3.3
 Disposals                     (0.3)                      -                   (0.3)
 At 30 September 2024          0.3                        7.4                 7.7
 Charge for the year           0.8                        3.1                 3.9
 At 30 September 2025          1.1                        10.5                11.6

 Net book value
 At 30 September 2023          0.2                        4.1                 4.3
 At 30 September 2024          0.1                        45.3                45.4
 At 30 September 2025          3.6                        43.7                47.3

 

During the period, the Group entered into leases for manual handling
equipment. An addition of £4.3m has been recognised as a right-of-use asset,
in accordance with IFRS 16 Leases, representing the discounted future
cashflows under the contract.

Furthermore, the Group renewed leases on three of its properties that had
expired; these represent modifications under IFRS 16. The right-of-use asset
was increased by £1.5m to reflect the value of the asset after the
modification and the corresponding lease liability increased by £1.5m.

16.       Trade and other receivables

                            2025  2024

                            £m    £m
 Trade receivables          4.6   3.8
 Right-of-return asset      0.3   0.3
 Accrued income             1.2   1.2
 Prepayments                1.4   1.6
                            7.5   6.9

 

The Group provides against trade receivables using the forward-looking
expected credit loss model under IFRS 9. An impairment analysis is performed
at each reporting date. Trade receivables, accrued income, and other
receivables expected credit losses have been reviewed by management and have
been determined to have an immaterial impact on these balances.  Accrued
income relates to rebates earned but not yet received.

17.       Trade and other payables

                            2025  2024

                            £m    £m
 Trade payables             22.6  24.7
 Other taxation and NI      9.3   8.8
 Refund liability           0.9   0.8
 Other payables             1.8   1.5
 Accruals                   10.4  8.4
                            45.0  44.2

 

18.       Lease liabilities

                                                    Manual Handling Equipment  Leasehold Property  Lease liability

                                                    £m                         £m                  £m
 At 30 September 2023                               0.2                        4.6                 4.8
 Additions                                          -                          41.7                41.7
 Modifications                                      -                          0.4                 0.4
 Finance costs (excluding exceptional items)        -                          0.2                 0.2
 Finance costs (included in exceptional items)      -                          2.8                 2.8
 Lease payment (excluding exceptional items)        (0.1)                      (0.9)               (1.0)
 Lease payment (included in exceptional items)      -                          (2.8)               (2.8)
 At 30 September 2024                               0.1                        46.0                46.1
 Additions                                          4.3                        -                   4.3
 Modifications                                      -                          1.5                 1.5
 Finance costs (excluding exceptional items)        0.2                        2.3                 2.5
 Finance costs (included in exceptional items)      -                          0.7                 0.7
 Lease payment (excluding exceptional items)        (0.7)                      (2.8)               (3.5)
 Lease payment (included in exceptional items)      -                          (0.5)               (0.5)
 At 30 September 2025                               3.9                        47.2                51.1

 

 

During the period, the Group entered into leases for manual handling
equipment. An addition of £4.3m has been recognised as a right-of-use asset,
in accordance with IFRS 16 Leases, representing the discounted future
cashflows under the contract. Furthermore, the Group renewed leases on three
of its properties that had expired; these represent modifications under IFRS
16. The right-of-use asset was increased by £1.5m to reflect the value of the
asset after the modification and the corresponding lease liability increased
by £1.5m. The Group had total cash outflows for leases of £4.0m (2024:
£3.8m).

Lease liabilities as at 30 September were classified as follows:

                  2025  2024

                  £m    £m
 Non-current      47.5  43.0
 Current          3.6   3.1
 Total            51.1  46.1

 

19.       Borrowings

                                                    2025   2024

                                                    £m     £m
 Amounts drawn under revolving credit facility      -      -
 Unamortised debt issue costs                       (0.3)  (0.1)
                                                    (0.3)  (0.1)

 

At 30 September 2025, the £30m revolving credit facility ("RCF") remained
undrawn. On 18 December 2024, the RCF was secured for £30m, with a
termination date of 17 December 2027. The facility is secured by a debenture
dated 7 June 2021. Interest on the RCF is charged at SONIA plus a margin based
on the consolidated leverage of the Group. A commitment fee of 35% of the
margin applicable to the RCF is payable quarterly in arrears on unutilised
amounts of the RCF. There is no requirement to settle all, or part, of the
debt earlier than the termination date.

Unamortised debt issue costs of £0.3m (2024: £0.1m) are included in
prepayments.

 

20.       Share capital

                                                                                2025  2024

                                                                                £m    £m
 Allotted, called up and fully paid
 327,737,158 ordinary shares of 0.1p (2024: 326,334,279 ordinary shares of      0.3   0.3
 0.1p)

 

21.       Own shares held

The Employee Share Option Trust purchases shares to fund the Share Incentive
Plan. On 27 July 2024, the third anniversary of the Share Incentive Plan share
award, the shares vested. At 30 September 2025, the trust held 446,889 (2024:
472,248) ordinary shares with a book value of £447 (2024: £472). The market
value of these shares as at 30 September 2024 was £0.4m (2024: £0.5m).

                                           Number of shares  £

 ESOT shares reserve
 Own shares held at 30 September 2024      472,248           472
 Sale/transfers out                        (25,359)          (25)
 Own shares held at 30 September 2025      446,889           447

 

22.       Share-based payments

The Group operates four share plans being the Share Incentive Plan ("SIP"), a
Deferred Bonus Plan ("DBP"), a Long-Term Incentive Plan ("LTIP") and a
Sharesave scheme ("SAYE"). In addition, following Admission to AIM in June
2021, the Group awarded shares to the Chair and certain members of Key
Management in the form of Restricted Share Awards ("RSAs") which had
restrictions placed against them that bring the awards into the scope of IFRS
2.

All share-based incentives carry a service condition. Such conditions are not
taken into account in the fair value of the service received. The fair value
of services received in return for share-based incentives is measured by
reference to the fair value of share-based incentives granted. Monte Carlo or
Black-Scholes pricing models have been used where appropriate to calculate the
fair value of share-based incentives with market conditions.

Sensitivity analysis has been performed in assessing the fair value of the
share-based incentives. There are no changes to key assumptions that are
considered by the Directors to be reasonably possible, which give rise to a
material difference in the fair value of the share-based incentives.

The total charge in the year was £1.4m (2024: £3.1m) with a Company charge
of £0.2m (2024: £0.8m). This included associated NI at 15.0% (2024: 13.8%),
which management expects to be the prevailing rate when the awards are
exercised, and apprenticeship levy at 0.5%, based on the share price at the
reporting date.

                                                       2025  2024

                                                       £m    £m
 Deferred Bonus Plans                                  0.5   0.8
 Long Term Incentive Plans                             -     0.3
 Sharesave Schemes                                     0.1   0.1
 Restricted Share Awards                               0.7   1.3
 Share Incentive Plan                                  -     0.2
 Total IFRS 2 charge                                   1.3   2.7
 NI and apprenticeship levy on applicable schemes      0.1   0.4
 Total charge                                          1.4   3.1

 

Deferred Bonus Plan

The Group operates a DBP for the ELT and certain key employees.  It is both a
cash bonus plan and a discretionary employee share plan under which a
proportion of a participant's annual bonus is deferred into an award over
shares.  Awards under the plan are contingent on the satisfaction of pre-set
internal targets relating to financial and operational objectives. An option
will be granted following determination of performance against targets, with
40% of the award vesting immediately, 30% after one year and 30% after two
years. Awards are potentially forfeitable during that period should the
employee leave employment.

During the year the Group made awards over 1,914,027 ordinary shares under the
DBP scheme, subject to the satisfaction of certain performance criteria to be
determined by the Remuneration Committee.  The fair value of the award was
determined to be £1.12, being the average market value of a share on 30
September 2024 and 30 November 2024.

                                                     2025       2024

                                                     Number     Number
 Outstanding at 1 October                            4,294,058  4,660,836
 Granted                                     1,914,027          2,998,636
 Forfeited                                   (2,109,735)        (2,375,186)
 Vested                                      (708,561)          (990,228)
 Outstanding at 30 September                 3,389,789          4,294,058

The total charge in the period, included in operating profit, in relation to
these awards was £0.5m (2024: £0.8m). The Company charge for the period was
£nil (2024: £nil).

 

Long Term Incentive Plan

The Group operates a LTIP for the Executive Directors.  The extent to which
awards vest will depend upon the satisfaction of the Group's financial and
operational performance in the financial year of the award date.

The 2023 and 2024 LTIP awards are subject to performance conditions based on
adjusted EPS (100% of award).  Awards vest three years after grant subject to
EPS performance conditions, with a two-year post-vesting holding period
applying.

The 2025 LTIP awards are subject to performance conditions based on adjusted
EPS (62.5% of award) and employment (37.5% of award).  Awards vest 3 years
after grant subject to EPS performance conditions, with a two-year
post-vesting holding period applying.

On 1 February 2025, the Group awarded 1,206,264 nil cost options under the
LTIP scheme.  The fair value for the EPS element of the award at £1.12 was
based on the share price at the grant date.

                                  2025         2024

                                  Number       Number
 Outstanding at 1 October         1,945,733    1,118,497
 Granted                          1,206,264    827,236
 Lapsed                           (1,118,496)  -
 Outstanding at 30 September      2,033,501    1,945,733

 

The total charge in the year, included in operating profit, in relation to
these awards was £nil (2024: £0.3m). The Company charge for the period was
£nil (2024: £0.3m).

Sharesave scheme

The Group operates a SAYE scheme for all employees under which employees are
granted an option to purchase ordinary shares in the Company at up to 20% less
than the market price at invitation, in three years' time, dependent on their
entering into a contract to make monthly contributions into a savings account
over the relevant period. Options are granted and are linked to a savings
contract with a term of three years. These funds are used to fund the option
exercise. No performance criteria are applied to the exercise of Sharesave
options. The assumptions used in the measurement of the fair value at grant
date of the Sharesave plan are as follows:

 Grant date  Share price at grant date  Exercise price  Expected volatility  Option life  Risk-free rate                   Non-vesting condition  Fair value per option

             £                          £               %                    years        %                                %

                                                                                                          Dividend yield

                                                                                                          %
 30/03/2023  0.79                       0.68            69                   3.17         3.52            1.39             0                      0.40
 30/03/2024  0.79                       0.67            59                   3.17         3.92            1.77             0                      0.36
 16/06/2025  0.78                       0.66            43                   3.12         3.79            2.28             0                      0.27

 

Expected volatility is estimated by considering the historical 3.12 year
volatility of the FTSE AIM retailers.

                                  2025                      2024

                                  Number of share options   Number of share options
 Outstanding at 1 October         596,481                   533,973
 Granted                          409,327                   194,042
 Forfeited                        (94,845)                  (131,534)
 Exercised                        (237,253)                 -
 Outstanding at 30 September      673,710                   596,481
 Exercisable at 30 September      25,889                    -

 

The total charge in the year, included in operating profit, in relation to
these awards was £0.1m (2024: £0.1m). The Company charge for the period was
£nil (2024: £nil).

 

Restricted Share Awards

The Chair and certain members of Key Management have been granted RSAs. The
RSAs do not have a performance condition attached to them but the extent to
which they vest depends on a service condition being satisfied. The restricted
shares are forfeited if the employee leaves the Group before the vesting date,
unless under exceptional circumstances.

 Grant date  Share price at grant date  Employee contribution per share  Vesting period (years)  Risk-free rate  Dividend yield  Non-vesting condition  Fair value per restricted share

             £                                                                                   %               %               %
 22/06/2021  2.62                       £0.001                           5.0                     -               -               -                      2.62

 

The number of restricted shares outstanding at 30 September 2025 was as
follows:

                                               2025       2024

Number

                                                          Number
 Outstanding at 1 October                      1,508,462  2,276,004
 Vested                                        (851,173)  (767,543)
 Outstanding and unvested at 30 September      657,289    1,508,462

 

The market value per ordinary share for restricted shares that vested in the
year was £0.73. The RSA outstanding at 30 September 2025 had a remaining
vesting period of 0.7 years.

The total charge in the year, included in operating profit, in relation to
these awards was £0.7m (2024: £1.3m). The Company charge for the year was
£0.2m (2024: £0.5m).

Share Incentive Plan

The Group operates a SIP scheme that was made available to all eligible
employees following Admission to AIM in June 2021. On 27 July 2021, all
eligible employees were awarded free shares valued at £3,600 each based on
the closing share price on 26 July 2021 of £2.67. A total of 635,504 shares
were awarded under the scheme, subject to a three-year service period (the
vesting period).

On 27 July 2024, the third anniversary of the award, the shares vested for
those employees that remained in employment on that date.

The SIP awards have been valued using the Black-Scholes model and the
resulting share-based payments charge spread evenly over the vesting period.
The SIP shareholders are entitled to dividends over the vesting period. No
performance criteria are applied to the vesting of SIP shares. Fair value at
the grant date was measured to be £2.67.

                                     2025      2024

                                     number    number
 Outstanding at 1 October            127,774   347,037
 Sale / transfers out                (25,359)  (178,504)
 Dividend shares transferred in      -         3,725
 Forfeited                           (1,348)   (44,484)
 Outstanding at 30 September         101,067   127,774

 

The total charge in the year, included in operating profit, in relation to
these awards was £nil (2024: £0.2m). The Company charge for the year was
£nil (2024: £nil).

 

23.       Cash generated from operating activities

 Cash flows from continuing operating activities                                   2025   2024

                                                                                   £m     £m
 Profit before taxation for the financial year                                     16.3   9.0
 Adjustments for:
 Depreciation and amortisation                                                     7.8    4.7
 Share-based payments (including NI)                                               1.4    3.1
 Finance income                                                                    (0.7)  (1.0)
 Finance costs                                                                     3.6    3.2
 Exceptional items recognised within administrative expenses                       2.9    8.2
 Adjusted EBITDA from continuing operations                                        31.3   27.2
 Fair value loss on financial derivatives                                          (0.5)  0.9
 Increase in inventories                                                           (3.4)  (0.5)
 Decrease / (increase) in receivables                                              1.4    (1.1)
 Increase / (decrease) in payables                                                 5.0    (4.1)
 Cash generated from continuing operating activities before exceptional items      33.8   22.4

 

 Free cash flows from continuing operations                                   2025   2024

                                                                              £m     £m
 Cash generated from operating activities before exceptional items            33.8   22.4
 Repayment of lease liabilities (excluding exceptional items)                 (3.5)  (1.3)
 Purchase of intangible assets (excluding exceptional items)                  (4.0)  (3.5)
 Purchase of property, plant and equipment (excluding exceptional items)      (0.7)  (0.2)
 VAT not yet recovered on exceptional items                                   (1.6)  1.2
 Free cash flows from continuing operations                                   24.0   18.6
 Adjusted EBITDA                                                              31.3   27.2
 Operating cash conversion                                                    77%    68%

VAT not yet recovered on exceptional items relates to timing differences on
warehouse transformation expenditure.

 

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