Final Results

Boohoo Group Plc

16 June 2026

 

16 June 2026

 boohoo group plc

("Debenhams Group", the "Group" or the "Company")

Debenhams Group Adjusted EBITDA £53.3m up 35% year-on-year

A year of significant and successful transformation

Debenhams Brand GMV £730m (+11.6%), Adjusted EBITDA £34.8m (+38.5%)

PLT turnaround complete: a £15m swing to £14m Adjusted EBITDA profit (FY25: £1m loss)

Every brand now profitable at Adjusted EBITDA level

GMV returned to growth in Q1 FY27

FY26 net debt £93.2m (1.75x Adjusted EBITDA); FY27 targeted below 1x Adjusted EBITDA

Audited Results for the year ended 28 February 2026

Dan Finley, Group Chief Executive Officer, said:

"This has been a year of significant and successful transformation for Debenhams Group. Since my appointment as Group Chief Executive in November 2024, I have been sharply focused on executing our multi-year turnaround strategy - and the progress is clear. We delivered £53.3m of Adjusted EBITDA, up 35% year-on-year following two trading upgrades and turned every brand profitable on the same basis.

The rebrand to Debenhams Group in March 2025 marked the defining moment. Our capital-lite, stock-lite, cost-lite, cash-generative marketplace model has now been rolled out across the entire Group. FY26 has been a year of decisive action. The cost base has been reset, warehouse consolidation completed, the tech re-platform delivered, stock rightsized, and onerous costs exited. The turnaround is firmly on track.

Our Debenhams brand continues to grow at pace, scaled to £730m GMV (FY25: £654m) and £34.8m Adjusted EBITDA (FY25: £25m), up 38.5%. On an Adjusted EBITDA level, we have turned around PrettyLittleThing from a £1.0m loss in FY25 to a £14.0m profit in FY26 and all of our brands are now profitable at an Adjusted EBITDA level.

We consolidated all warehouse operations into Sheffield, delivering £33m of recurring savings, unified three technology platforms into a single AI-powered stack saving £38m annually, renegotiated over 150 contracts for £35m in savings, refinanced the Group and raised £40m through an oversubscribed equity raise, and reduced statutory losses after tax by £218m year-on-year.

Our focus now shifts to growth, and the turnaround continues at pace, with momentum in our multi-year strategy accelerating since year end. I am pleased to report that the Company has returned to growth in FY27, with Q1 Group GMV up 0.5% year-on-year and May 2026 trading particularly strong at approximately 8% GMV growth - a significant inflection point, with trading in June continuing to be strong. Under new leadership and a new strategy, the business is well positioned for significant future growth, with the successful Debenhams turnaround providing the blueprint for the wider Group. 

We continue to guide to double-digit improvement in FY27 Adjusted EBITDA underpinned by the continued marketplace transition, with net debt targeted below 1x Adjusted EBITDA by year end. Lease payments are expected to reduce to approximately £13 million in FY27, falling further to approximately £6 million following the completed subletting of the US property lease. Depreciation is expected to fall from £46.3 million to approximately £20 million; and capex of approximately £8 million. With the most significant restructuring phases substantially complete and exceptional costs expected to reduce materially, FY27 is expected to be the year of further future profit growth and sustained free cash flow generation. We have stayed disciplined, delivered results, and laid the foundations for more resilient, profitable and sustainable growth - and the best is yet to come.

These results are a credit to the talent and passion that our teams bring to the business every day and I would like to thank all of them for their considerable effort as we all transform the business."

FY2026 Financial Summary

·    Group GMV (pre returns) decreased 21.6% year-on-year to £1,820.7m as we focussed on driving profitable sales as evidenced by the 40bps increase in gross margin and the 34.6% rise in Adjusted EBITDA to £53.3m.

·    GMV performance has consistently improved quarter on quarter in FY26.

·    The Group returns rate improved 160bps to 28.2% (FY25: 29.8%), driven by the continued mix shift to the marketplace, which carries a structurally lower returns profile, alongside targeted investment in product fit and design in Debenhams own-brand fashion, Karen Millen and Boohoo Womenswear, where it has delivered tangible improvements in customer satisfaction.

·    Marketplace mix rose to 34.1% of total GMV (FY25: 23.3%), with marketplace GMV up 14.9% to £620.4m, reflecting continued scaling of the capital-lite model.

·    The Debenhams brand continued to go from strength to strength, delivering double-digit growth with GMV up 11.6% to £730.0m - now the largest brand in the Group - and Adjusted EBITDA up 38.5% to £34.8m.

·    Group revenue fell 24.7% to £917.0m. This reduced further than GMV post returns (FY26: -19.7%) as a deliberate consequence of the Group's strategic shift toward the higher-margin marketplace model, under which only commission income - rather than the full transaction value - is recognised as revenue. 

·    Gross margin improved 40bps to 51.1% (FY25: 50.7%) - the first improvement since FY22 - driven by the increase in marketplace sales which are recognised at 100% margin.

·    Adjusted EBITDA increased 34.6% to £53.3m, with Adjusted EBITDA margin improving to 5.8% (FY25: 3.3%), driven by a reset cost base and a higher-margin sales mix.

·    Operating costs reduced 28.2% to £415.4m, reflecting warehouse consolidation into Sheffield, the migration to a single technology platform, headcount reduction and contract renegotiations.

·    Significant cost has been removed from the business and fixed costs are on track to reduce to £100m through 2027. This is a c.£200m cumulative reduction delivered by the new management team since their appointment.

·    PrettyLittleThing returned to profitability, with Adjusted EBITDA improving £15.0m year-on-year from a £1.0m loss to a £14.0m profit. Therefore, the Board decided in January 2026 that it was in shareholders' best interests to retain the brand within continuing operations. As a result, PLT is reported within continuing operations for the current year, and FY25 has been restated on the same basis.

·    Adjusted EBIT returned to profit at £7.0m (FY25: £30.5m loss).

·    Loss before tax narrowed by 69.2% to £108.6m (FY25: £352.5m), reflecting the improvement in Adjusted EBITDA and a sharp reduction in exceptional costs.

·    Statutory loss after tax for the year reduced by £218.1m to £108.3m (FY25: £326.4m), with exceptional costs falling to £68.1m (FY25: £271.7m).

·    Free cash flow improved to negative £18.4m (FY25: negative £40.2m), with capital expenditure reduced to £16.0m (FY25: £27.5m).

·    Inventory at year end was £105.3m (FY25: £93.1m - including £20.9m held for sale adjustment). Although gross stock reduced year on year in line with the shift to the marketplace model, net inventory was higher because the prior year had been depressed by larger provisions and impairments.

·    Net debt at year end was £93.2m (FY25: £78.2m), representing leverage of 1.75x Adjusted EBITDA.  

·    In August 2025, the Group completed a new £175m financing facility extending maturity to August 2028, and in February 2026 completed an oversubscribed equity raise of £40m.

Summary FY2026 Performance

£ million	FY26	FY25	Change
GMV Pre Returns¹	1,820.7	2,321.8	(21.6)%
Youth Brands	969.4	1,510.7	(35.8)%
Karen Millen	121.3	157.1	(22.8)%
Debenhams brand	730.0	654.0	11.6%
Marketplace Mix %²	34.1%	23.3%	10.8pp
GMV Post Returns³	1,307.9	1,628.9	(19.7)%
Returns Rate %⁴	(28.2)%	(29.8)%	1.6pp
Revenue	917.0	1,217.9	(24.7)%
Gross profit	468.7	617.9	(24.1)%
Gross margin	51.1%	50.7%	40bps
Operating costs⁵	(415.4)	(578.3)	28.2%
Adjusted EBITDA⁶	53.3	39.6	34.6%
% of revenue	5.8%	3.3%	250bps
Adjusted EBIT⁷	7.0	(30.5)	123.0%
% of revenue	0.8%	(2.5)%	330bps
Adjusted loss after tax⁸	(33.1)	(25.9)	(27.8%)
Adjusted diluted loss per share⁹	(2.36)p	(3.34)p	0.98p
Exceptionals	(68.1)	(271.7)	74.9%
Loss before tax	(108.6)	(352.5)	69.2%
Loss for the year	(108.3)	(326.4)	66.8%
Inventory	105.3	93.1	13.1%
Capex	(16.0)	(27.5)	41.8%
Free cash flow¹⁰	(18.4)	(40.2)	54.1%
Net debt	(93.2)	(78.2)	(19.2)%

Adjusted items, which are not statutory IFRS measures, show the underlying performance of the Group excluding large, non-cash and exceptional items. Following the Board's decision in January 2026 to retain PrettyLittleThing, PLT is presented within continuing operations and FY25 has been restated on the same basis.

1      GMV pre returns is all merchandise sold to customers after cancellations and before returns, including VAT, carriage receipts and premier subscription income.

2      Marketplace mix is defined as Marketplace GMV pre returns as a % of total GMV pre returns.

3      GMV post returns is all merchandise sold to customers after cancellations and after returns, including VAT, carriage receipts and premier subscription income.

4      Returns rate is defined as GMV pre returns less GMV post returns, divided by GMV pre returns.

5      Operating costs are defined as operating costs excluding depreciation, amortisation and share-based payments.

6      Adjusted EBITDA is calculated as loss before tax, interest, depreciation, amortisation, share-based payment charges and exceptional items.

7      Adjusted EBIT is calculated as loss before tax, interest, amortisation of acquired intangible assets, share-based payment charges and exceptional items.

8      Adjusted loss after tax is calculated excluding amortisation of acquired intangible assets, share-based payment charges and exceptional items.

9      Adjusted loss per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges and exceptional items.

10    Free cash flow is defined as net cash generated from operating activities, less cash used for capital expenditure for the total Group operations.

Strategic update

Debenhams Group has continued to execute a focused, multi-year turnaround strategy to restore profitability and unlock value for all shareholders. FY26 marked the completion of the first year of that transformation, with every brand now trading profitably at an Adjusted EBITDA level and the marketplace model firmly embedded across the entire Group. The turnaround continues at pace.

1. Creating the right operating model

We have reset the cost base of the business. By year end, we had completed two critical infrastructure programmes: the consolidation of all warehouse operations into our automated Sheffield distribution centre, delivering c.£33m of recurring savings, and the migration of every brand onto a single proprietary AI-powered technology platform, saving c.£38m annually. We renegotiated over 150 contracts for c.£35m in savings and reduced headcount to approximately 1,500 (from 6,189 in January 2024). Our cost elimination programme reduced the fixed cost exit rate to £119m from £175m (FY25) - £11m better than the £130m guided to February 2026 - with the Group on track for £100m exit rate in FY27. 

2. Supercharging the Debenhams brand

The Debenhams brand sits at the centre of the Group going forward. In FY26 it grew GMV 11.6% to £730m and Adjusted EBITDA 38.5% to £34.8m, representing 65.3% of Group Adjusted EBITDA, and delivered a FY22-FY26 GMV CAGR of 53.4%. The marketplace scaled to over 25,000 partner brands (c.15,000 a year ago), with 89% brand awareness and 5.7 million active customers. We have a clear line of sight to £1bn GMV and £50m+ EBITDA within three years. Newer revenue streams continued to scale: Debenhams Ads, our retail media proposition, scaled rapidly following its November 2025 upgrade, and DebenhamsPay+ completed its first full year. Internationally, the Debenhams marketplace is now live in Ireland, Australia and we launched in the US on Macy's, Bloomingdale's, Nordstrom and Amazon Fashion, accessing over 600 million monthly shoppers.

3. Pivot to fashion-led marketplaces

During FY26 we completed the migration of PrettyLittleThing, Boohoo and BoohooMAN onto the Debenhams proprietary technology stack, alongside Karen Millen, enabling each brand to build curated, fashion-led marketplaces. Marketplace GMV grew 14.9% to £620.4m and now represents 34.1% of total Group GMV (FY25: 23.3%). PLT also made strong progress, with Adjusted EBITDA improving £15.0m to a £14.0m profit. Following this progress, the Board decided in January 2026 that it was in shareholders' best interests to retain PLT within continuing operations. All Youth Brands remain globally recognised, with over 46.5 million social media followers, and are now focused on profit, cash generation and a return to growth.

OUTLOOK

Further to the detailed outlook given by the Group in its Q1 trading update on 3 June 2026, our focus now shifts to growth. Having returned to growth in the first quarter post year end - with Group GMV up 0.5% year-on-year, May 2026 trading approximately 8% ahead and trading in June continuing to be strong - the Group expects Group GMV to return to year-on-year growth in FY27. The marketplace mix is expected to continue rising as the marketplace transition progresses across the Group, and gross margin is expected to improve further as that mix, recognised at 100% margin, continues to increase.

FY27 Adjusted EBITDA is guided to deliver a double-digit improvement, underpinned by the continued marketplace transition. Operating costs are expected to reduce further, with the Group on track to lower its fixed cost exit rate to £100m (from £119m at the end of FY26); and, with the most significant restructuring phases substantially complete, exceptional costs are expected to reduce materially in FY27, further narrowing the statutory loss.

Since the period end, the Group has announced the sublease of its US distribution centre, which - as previously guided in the Q1 trading update - represents a key step in reducing the Group's future annual lease costs. The sublease generates $9.5m (£7.1m) of average annual rent income across the 8.5 years remaining on the lease, and approximately $20m (£15m) of other costs associated with the Group's lease obligations will be met under its terms. As a result, the Group's lease costs are expected to fall from approximately £13m in FY27 to approximately £8m in FY28 and approximately £6m in FY29 as the benefit of the rent income is fully realised, with the ongoing £6m covering the fully automated Sheffield warehouse, the Manchester head office and a small London footprint. The transaction will also result in an unaudited non-cash exceptional credit of approximately £40m, reflecting the recognition of an asset for the future sublease payments which, subject to audit confirmation, is expected to be reflected in the Group's H1 FY27 results; this is expected to strengthen the Group's net asset position and to support a return to profit before tax in FY27.

With capital expenditure reducing to approximately £8m and exceptional costs materially lower, FY27 is expected to be the year of sustained free cash flow generation, and the Group expects to reduce net debt below 1x Adjusted EBITDA by the year end. We continue forward as Debenhams Group under a clear strategy and with confidence in the trajectory we are on.

Total Voting Rights

The total number of Ordinary Shares and voting rights in the Company is 1,619,818,823. No Ordinary Shares are held in treasury. This figure for the total number of Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Enquiries

Debenhams Group
Phil Ellis, Chief Financial Officer	Tel: [phone]
Zeus - Nominated Adviser and Joint Broker
Dan Bate / James Edis / Emma Burn	Tel: [phone]
Nick Searle / Dominic King	Tel: [phone]
Panmure Liberum - Joint Broker
Mark Dickenson / James Sinclair-Ford / Ailsa MacMaster	Tel: [phone]
Sodali & Co - Financial PR Adviser
Ben Foster / Louisa Henry	Tel: [phone]

About Debenhams Group

Debenhams Group is an online platform for fashion, home and beauty, serving millions of customers across five shopping destinations: Debenhams, Karen Millen, boohoo, MAN and PLT. Debenhams Group dates back to 1778 when William Clark, a retail pioneer of the time, opened the UK's first department store. Today, the Group is home to Debenhams, Britain's online department store and leading fashion-led marketplaces, boohoo, PLT, MAN, and Karen Millen.

Cautionary Statement

Certain statements included or incorporated by reference within this announcement may constitute "forward-looking statements" in respect of the group's operations, performance, prospects and/or financial condition. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words and words of similar meaning as "anticipates", "aims", "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets", "goal" or "estimates". By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise. Nothing in this announcement should be construed as a profit forecast. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares or other securities in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the Company. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser. Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 28 February 2026

	Note	2026 pre-exceptional items	2026 exceptional items(1)	2026 total(2)	2025 pre-exceptional Items(3)	2025 exceptional items(3)	2025 total(3)
		£ million	£ million	£ million	£ million	£ million	£ million
Revenue	2	917.0	-	917.0	1,217.9	-	1,217.9
Cost of sales		(448.3)	8.5	(439.8)	(600.0)	(64.2)	(664.2)
Gross profit		468.7	8.5	477.2	617.9	(64.2)	553.7
Distribution costs		(124.6)	(29.0)	(153.6)	(269.4)	(114.9)	(384.3)
Administrative expenses		(357.9)	(47.6)	(405.5)	(403.7)	(92.6)	(496.3)
Amortisation of acquired intangibles		(7.6)	-	(7.6)	(6.8)	-	(6.8)
Other administrative expenses		(350.3)	(47.6)	(397.9)	(396.9)	(92.6)	(489.5)
Other income	3	5.0	-	5.0	1.3	-	1.3
Operating loss		(8.8)	(68.1)	(76.9)	(53.9)	(271.7)	(325.6)
Finance income	4	4.6	-	4.6	2.7	-	2.7
Finance expense	4	(28.2)	-	(28.2)	(25.2)	-	(25.2)
Loss before share of associate	6	(32.4)	(68.1)	(100.5)	(76.4)	(271.7)	(348.1)
Share of results of associate	15	(8.1)	-	(8.1)	(4.5)	-	(4.5)
Loss before tax		(40.5)	(68.1)	(108.6)	(80.9)	(271.7)	(352.6)
Taxation	10	(14.4)	14.7	0.3	21.4	4.8	26.2
Loss for the year		(54.9)	(53.4)	(108.3)	(59.5)	(266.9)	(326.4)
Total other comprehensive (loss)/income for the year
Items that may be reclassified to profit or loss:
(Loss)/Gain reclassified to profit and loss during the year		(0.1)	-	(0.1)	(2.4)	-	(2.4)
Exchange difference on translation movement		3.3	-	3.3	-	-
Fair value on cash flow hedges during the year		-	-	-	(0.2)	-	(0.2)
Income tax relating to these items		-	-	-	0.6	-	0.6
Total items that may be reclassified to profit or loss:		3.2	-	3.2	(2.0)	-	(2.0)
Items that will not be reclassified to profit or loss:
Fair value loss on investments through OCI		(0.2)	-	(0.2)	-	-	-
Income tax relating to these items		-	-	-	-	-	-
Total items that will not be reclassified to profit or loss		(0.2)	-	(0.2)	-	-	-
Total comprehensive loss for the year		(51.9)	(53.4)	(105.3)	(61.5)	(266.9)	(328.4)
Loss per share	7
Basic				(7.74)p			(20.22)p
Diluted				(7.74)p			(20.22)p
Adjusted Basic				(2.36)p			(3.34)p
Adjusted Diluted				(2.36)p			(3.34)p

1.     See note 1, exceptional items.

2.     2026 and 2025 total is the IFRS-compliant measure for the consolidated statement of comprehensive income.

3.     FY2025 amounts have been restated to reflect the reclassification of PLT from discontinued operations to continuing operation in FY2026.

All activities relate to continuing operations. Notes 1 to 33 form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION at 28 February 2026

	Note		2026	2025
			£ million	£ million
Assets
Non-current assets
Intangible assets	11		42.9	68.7
Property, plant and equipment	12		117.3	204.5
Right-of-use assets	13		15.7	20.3
Financial asset at FVOCI	16		8.6	0.3
Investments in associates	15		-	9.1
Deferred tax	18		53.6	60.1
Total non-current assets			238.1	363.0
Current assets
Inventories	19		105.3	72.2
Trade and other receivables	20		33.9	23.9
Current tax asset			2.7	1.2
Cash and cash equivalents	21		52.1	44.7
Total current assets			194.0	142.0
Assets Held for Sale	14		26.0	20.9
Total assets			458.1	525.9
Liabilities
Current liabilities
Trade and other payables	22		(251.8)	(226.6)
Provisions	23		(19.8)	(21.5)
Lease liabilities	25		(11.0)	(10.9)
Total current liabilities			(282.6)	(259.0)
Non-current liabilities
Other long-term payables			(2.9)	-
Provisions	23		(9.7)	(11.1)
Interest-bearing loans and borrowings	24		(145.3)	(122.9)
Lease liabilities	25		(63.4)	(109.3)
Deferred tax	18		(11.9)	(19.7)
Total non-current liabilities			(233.2)	(263.0)
Total liabilities			(515.8)	(522.0)
Net (liabilities)/assets			(57.7)	3.9
Equity
Share capital	26		16.2	14.0
Share premium	26		930.1	893.4
Hedging reserve			-	0.1
EBT reserve			(33.1)	(31.7)
Other reserves	27		(752.8)	(755.9)
Retained earnings			(218.1)	(116.0)
Total equity			(57.7)	3.9

Notes 1 to 33 form part of these financial statements. These financial statements of boohoo group plc, registered number 114397, were approved by the board of directors on 16 June 2026 and were signed on its behalf by:  

Dan Finley                                Phil Ellis         

Directors

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share capital	Share premium	Hedging reserve	EBT reserve	Other reserves	Retained earnings	Total equity
	£ million	£ million	£ million	£ million	£ million	£ million	£ million
Balance at 29 February 2024	12.7	898.1	2.7	(73.3)	(754.4)	193.9	279.7
Loss for the year	-	-	-	-	-	(326.4)	(326.4)
Other comprehensive income/(expense):
Loss reclassified to profit or loss in revenue	-	-	(2.4)	-	-	-	(2.4)
Fair value loss on cash flow hedges during the year	-	-	(0.2)	-	-	-	(0.2)
Total comprehensive income for the year	-	-	(2.6)	-	-	(326.4)	(329.0)
Issue of shares	1.3	(4.7)	-	41.7	-	-	38.1
Share-based payment charge	-	-	-	-	-	16.6	16.6
Translation of foreign operations	-	-	-	-	(1.5)	-	(1.5)
Total Transactions with owners in their capacity as owners	1.3	(4.7)	-	41.7	(1.5)	16.6	53.2
Balance at 28 February 2025	14.0	893.4	0.1	(31.7)	(755.9)	(116.0)	3.9
Loss for the year	-	-	-	-	-	(108.3)	(108.3)
Other comprehensive income/(expense):
Loss reclassified to profit or loss	-	-	(0.1)	-	-	-	(0.1)
Fair value loss on equity instruments	-	-	-	-	(0.2)	-	(0.2)
Translation of foreign operations	-	-	-	-	3.3	-	3.3
Total comprehensive income for the year	-	-	(0.1)	-	3.1	(108.3)	(105.3)
Issue of shares	2.2	36.7	-	(1.4)	-	-	37.5
Share-based payments charge	-	-	-	-	-	6.2	6.2
Total Transactions with owners in their capacity as owners	2.2	36.7	-	(1.4)	-	6.2	43.7
Balance at 28 February 2026	16.2	930.1	-	(33.1)	(752.8)	(218.1)	(57.7)

Notes 1 to 33 form part of these financial statements.

The nature and purpose of the group's reserves are described in Note 27.

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 28 February 2026

	Note		2026	2025*
			£ million	£ million
Cash flows from operating activities
Loss for the year			(108.3)	(326.4)
Adjustments for:
Share-based payments charge	30		6.2	16.6
Depreciation charges and amortisation	11,12,13		55.0	79.3
Impairment of intangible assets	11		12.8	17.4
Impairment of property, plant and equipment	12		33.1	42.9
Impairment of right-of-use assets	13		-	67.1
Impairment of associate	15		-	16.0
Re-assignment of Lease liability	25		(35.4)	-
Gain/(loss) on sale of property, plant and equipment	12		0.5	19.0
Deferred Tax Credit			-	1.2
Stock write off			-	0.3
Reclassification to profit or loss of discontinued hedge contracts	29		-	(0.3)
Lease payments charged to P&L	25		2.5	-
Share of loss of associate	15		8.1	4.5
Fair value gain on financial investments	16		(3.5)	-
Finance income	4		(4.6)	(2.7)
Finance expense	4		28.2	25.2
Loss on de-recognition of loan liability			1.2	-
RDEC Tax credit			(2.3)	-
Tax credit	10		(0.3)	(27.2)
			(6.8)	(67.1)
(Increase)/decrease in inventories	19		13.2	112.5
Decrease/(increase) in stock provision movement			(28.5)	2.2
(increase)/decrease in trade and other receivables	20		(6.9)	6.4
Increase/(decrease) in trade and other payables	22		23.2	(72.0)
Increase/(decrease) in other long-term payables			2.9	-
Cash generated from operations			(2.9)	(18.0)
Tax repaid			0.5	5.4
Net cash used in operating activities			(2.4)	(12.7)
Cash flows from investing activities
Acquisition of intangible assets	11		(13.4)	(23.5)
Acquisition of property, plant and equipment	12		(2.6)	(4.0)
Proceeds from the sale of property, plant and equipment	12		9.1	56.6
Acquisition of financial assets - equity investments	29		(4.0)	-
Finance income received	4		4.6	3.1
Net cash (used in)/generated from investing activities			(6.3)	32.2
Cash flows from financing activities
Proceeds from the issue of ordinary shares	26		38.9	38.1
Purchase of own shares by EBT	26		(1.4)	-
Finance expense paid	24		(25.3)	(25.2)
Lease payments	25		(11.2)	(13.7)
Lease payments charged to P&L			(2.5)	-
Increase / (Decrease) in borrowings	24		18.7	(202.1)
Net cash generated from/(used in) financing activities			17.2	(202.9)
Increase/(decrease) in cash and cash equivalents			8.5	(183.4)
Cash and cash equivalents at beginning of year			44.7	230.0
Effects of exchange rates changes on cash and cash equivalents			(1.1)	(1.9)
Cash and cash equivalents at end of year			52.1	44.7

* FY2025 amounts have been restated to reflect the reclassification of PLT from discontinued operations to continuing operation in FY2026.

Notes 1 to 33 form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

(forming part of the financial statements)

1    Accounting policies

General information

Boohoo group plc operates as a multi-brand online retailer, based in the UK, and is a public limited company incorporated and domiciled in Jersey and listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Its registered office address is 12 Castle Street, St Helier, Jersey JE2 3RT. The company was incorporated on 19 November 2013.

Basis of preparation

The consolidated financial statements of the group have been approved by the directors and prepared on a going concern basis in accordance with UK-adopted international accounting standards and the Companies (Jersey) Law 1991.

The financial statements have been approved on the assumption that the group and company remain a going concern. In making this assessment, management considered the group's financial position, cash flow forecasts, and financing arrangements, as well as events occurring after the reporting period. These events include additional funding secured in August 2025 and a £40m fundraise completed in February 2026, both of which support the group's ability to meet its obligations over the next 12 months.

New and amended statements adopted by the group

The following new standards and amendments to standards have been adopted by the group for the first time during the year commencing 1 March 2025. These standards have not had a material impact on the group in the current reporting period and are not expected to in future reporting periods.

·      Amendments to IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments

·      Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rate (Lack of Exchangeability)

Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the group.

The following standards have been published for accounting periods beginning after 1 March 2025 but have not been adopted by the UK and have not been early adopted by the group and could have an impact on the group financial statements. These standards are not expected to have a material impact on the group in the current or future reporting periods.

·      IFRS 18: Presentation and Disclosure in Financial Statements - Effective date - 1 January 2027

·      Amendments to IFRS 9 Financial Instruments  - Effective date 1 January 2026

·      Annual improvement to IFRS standards - Volume 11 - Effective date 1 January 2026

Measurement convention

The consolidated financial statements have been prepared under the historical cost convention, excluding financial assets and financial liabilities (including derivative instruments) held at either fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("OCI"), assets and liabilities acquired through acquisitions and held at fair value and excluding held for sale assets where the assessed fair value less costs to sell of the held for sale asset is less than its carrying value. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of consolidation

The group financial statements consolidate those of its subsidiaries and the Employee Benefit Trust. All intercompany transactions between group companies are eliminated on consolidation.

Subsidiaries are entities controlled by the group. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

In assessing control, the group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. Subsidiary undertakings acquired during the year are accounted for using the acquisition method of accounting. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The cost of the acquisition is the aggregate of the fair values of the assets and liabilities and equity instruments issued on the acquisition date. The excess of the cost of acquisition over the group's share of the fair values of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the assets, the difference is recognised directly in the statement of comprehensive income.

The Employee Benefit Trust is considered to be a special purpose entity in which the substance of the relationship is that of control by the group in order that the group may benefit from its control. The assets held by the trust are consolidated into the group.

Business combinations

The group uses the acquisition method of accounting for business combinations of entities not under common control. Separable identifiable assets and liabilities are measured initially at their fair values on the acquisition date. Any non-controlling interest is measured at either fair value or at the non-controlling interest's share of the acquiree's net assets. Acquisition costs are expensed as incurred. The excess of any consideration paid over the fair value of the net assets is recognised as goodwill and any shortfall of consideration paid against the fair value of net assets is recognised directly in the statement of comprehensive income.

Intangible assets

Trademark and licences are stated at cost less accumulated amortisation and impairment losses and are amortised over their expected useful life and charged to administrative expenses. Customer lists are amortised over their expected customer lifetime value through administrative expenses. The amortisation period and amortisation method for intangible assets with finite useful lives are reviewed at least annually by management. If the expected useful economic life differs from previous estimates, the amortisation period is revised accordingly. If there is a change in the expected pattern of consumption of the future economic benefits embodied in the asset, the amortisation method is changed to reflect that pattern. Any such revisions are accounted for prospectively as changes in accounting estimates in accordance with IAS 8. These reviews are considered alongside impairment assessments performed in accordance with IAS 36.

 The costs of acquiring or developing software are recorded as intangible assets and stated at cost less accumulated amortisation and impairment losses. The costs include the payroll costs of employees directly associated with the project and other direct external material and service costs. Costs are capitalised only when the group can demonstrate the following:

·      Technical feasibility of completing the intangible asset so available for use;

·      Its ability to use the intangible asset;

·      Intangible asset will generate probable future economic benefits;

·      The availability of adequate technical, financial and other resources to complete the development and to use the intangible asset and

·      Its ability to reliably measure the expenditure attributable to the intangible asset during its development.

Other website development and maintenance costs are expensed in the statement of comprehensive income. Software costs are amortised based on their estimated useful lives and charged to administrative expenses in the statement of comprehensive income.

In accordance with IAS 36 and IAS 38, the group assesses intangible assets with finite useful lives for indicators of impairment at each reporting date. Where such indicators exist, the recoverable amount of the asset is estimated as the higher of its fair value less costs of disposal and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss is recognised in profit or loss.

Amortisation is charged to the statement of comprehensive income over the estimated useful lives as follows:

Trademarks and Licences	10 years
Customer Lists	3 years
Software	Between 3 and 5 years

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses or, where assets are acquired through the acquisition of an entity, they are accounted for at fair value. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate property, plant and equipment. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of each item of property, plant and equipment is depreciated evenly over its estimated remaining useful life. Assets under construction are held at cost until they are brought into use, whereupon depreciation is charged. Depreciation is charged to the administrative expenses in the statement of comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, as follows:

Short leasehold alterations	Life of lease or between 3 and 10 years
Fixtures and fittings	Between 3 and 15 years
Computer equipment	3 years
Motor vehicles	Between 3 and 5 years
Land and buildings	Buildings - 50 years. Land is not depreciated.

The useful lives of property, plant and equipment are reviewed and adjusted, where appropriate, at each reporting date.

Leases

The group assesses whether a contract is, or contains, a lease at the inception of the contract. The group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less, unless elected by class of asset for IFRS 16 to apply) and leases of low value assets (less than £0.1 million p.a., which are considered immaterial), which, without the short term election to apply IFRS 16, fall out of IFRS 16 scope and are charged to the statement of comprehensive income on a straight-line basis over the period of the lease. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the group uses its incremental borrowing rate. The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is, subsequently, measured by increasing the carrying amount to reflect interest on the lease liability based on the effective interest method, and by reducing the carrying amount to reflect the lease payments made.

Management monitors the lease arrangements on an ongoing basis to determine whether they meet the definition of a lease modification.  Any changes in lease terms will be assessed and accounted for in accordance with IFRS 16, through the remeasurement of the lease liability, and a corresponding adjustment to the right of use asset.

Sub-leasing arrangements

Where the group acts as an intermediate lessor, it assesses each arrangement to determine whether it constitutes a lease in accordance with IFRS 16. Sub-lease arrangements are classified as either finance or operating leases by reference to the right-of-use asset arising from the head lease, rather than the underlying asset. Rental income from operating sub-leases is recognised on a straight-line basis over the term of the lease. Where arrangements do not convey the right to control the use of an identified asset, they are accounted for as service or licensing arrangements, with income recognised over the period to which the services relate.

Lease reassignment

Where the group transfers its rights and obligations under a lease to a third party, it assesses whether the transaction constitutes a full or partial derecognition of the associated right-of-use asset and lease liability. A reassignment is treated as a lease modification, or as a disposal of the right-of-use asset, depending on whether the arrangement results in the transfer of control of the underlying right-of-use asset. Any resulting gain or loss is recognised in the income statement at the date of reassignment. Where rights and obligations are not transferred, arrangements are assessed under IFRS 16 to determine whether they represent a sub-lease or a service/licensing arrangement.

Right-of-use assets

The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at, or before, the commencement date, and any initial direct costs. They are, subsequently, measured at cost less accumulated depreciation and impairment losses. Where the group has an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located, or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset unless those costs are incurred to produce inventories. The right-of-use asset is presented as a separate line in the statement of financial position. For subsequent measurement, right-of-use assets are depreciated over the shorter of the lease term and useful life of the underlying asset.  Management consider for impairment indicators as at balance sheet date or as they arise, using a summary of indicators. If indicators exist, they estimate the recoverable value, being the higher of Fair Value less cost to sell (FVLCTS) and Value in Use (VIU), and if lower than the carrying value, impairments are recognised accordingly.

Financial instruments

Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provision of the instrument and are initially measure at fair value.  Transaction cost that are directly attributed to the acquisition or issue of financial instrument are included in the initial carrying amount of the instrument, except for financial assets measured at fair value through profit or loss.

Financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost where they are held within a business model whose objective is to collect contractual cash flows and those cash flows represent solely payments of principal and interest. Such assets principally comprise trade receivables, other receivables and cash and cash equivalents. Following initial recognition, these assets are measured at amortised cost using the effective interest method, less any impairment losses.

Equity investments at fair value through other comprehensive income

The group has irrevocably elected to classify certain equity investments as fair value through other comprehensive income (FVOCI). These investments are initially recognised at fair value and subsequently remeasured to fair value at each reporting date. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated within the FVOCI reserve. Amounts recognised in the FVOCI reserve are not subsequently recycled to profit or loss on disposal.

Financial liabilities

Financial liabilities principally comprise borrowings, lease liabilities, trade payables and other payables. Financial liabilities are initially recognised at fair value. Transaction costs that are directly attributable to the issue of financial liabilities are deducted from the carrying amount of the liability and subsequently recognised in finance costs using the effective interest method over the term of the instrument.

Modification and extinguishment of financial liabilities

Where the terms of a financial liability are modified, the group assesses whether the modification is substantial in accordance with IFRS 9 Financial Instruments.

Where the modification is determined not to be substantial, the loan is revalued to the present value of the future expected cashflows. The difference between the carrying value of the liability pre-modification and the present value of future expected cashflows using the original effective interest rate is recognised in the statement of comprehensive income.  Any directly attributable fees or costs incurred as part of a non-substantial modification are adjusted against the carrying amount of the liability and amortised over the remaining term of the facility on a straight-line basis. Where the financial liability in question is a revolving credit facility, such fees are classified as a prepayment and amortised over the remaining term of the facility on a straight-line basis. Where the modification is determined to be substantial, the original financial liability is derecognised and a new financial liability is recognised at fair value, with any resulting gain or loss recognised in the statement of comprehensive income. Qualifying transaction costs directly attributable to the issuance of the new financial liability are adjusted against the carrying amount of the liability, or recognised as a prepayment in the case of a revolving credit facility, and amortised over the remaining term of the facility on a straight-line basis.

Investments in associates and investments in equity investments

An associate is an entity over which the group has significant influence but does not control nor jointly control nor has an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Prior to the cessation of significant influence, the group's share of the results of the associate was included in the consolidated statement of comprehensive income using the equity method of accounting. Investments in associates were carried in the consolidated statement of financial position at cost plus post-acquisition changes in the group's share of the net assets of the entity, less any impairment in value.

Following reclassification, the investment is classified as an equity instrument measured at fair value through other comprehensive income (FVOCI) in accordance with IFRS 9.  Subsequent measurement and presentation of fair value movements are accounted for in accordance with the group's accounting policy for financial instruments.

Derivative financial instruments and cash flow hedges

The group holds derivative financial instruments to hedge its foreign currency exposures. These derivatives, classified as cash flow hedges, are initially recognised at fair value and then re-measured at fair value at the end of each reporting date. Hedging instruments are documented at inception and effectiveness is tested throughout their duration. Changes in the value of cash flow hedges are recognised in other comprehensive income and any ineffective portion is immediately recognised in the income statement. If the firm commitment or forecast transaction, which is the subject of a cash flow hedge, results in the recognition of a non-financial asset or liability, then, at the time the asset is recognised, the associated gains or losses on the derivative that had been previously recognised in other comprehensive income are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or liability, amounts deferred in other comprehensive income are recognised in the statement of comprehensive income in the same period in which the hedged item affects net profit.

To qualify for hedge accounting, the hedging relationship must meet all of the following requirements:

·      There is an economic relationship between the hedged item and the hedging instrument

·      The effect of credit risk does not dominate the value changes that result from that hedging relationship

·      The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually uses to hedge that quantity of hedged item.

At inception of the hedge relationship, the group documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The group documents its risk management objective and strategy for undertaking its hedge transactions.

Hedge ineffectiveness may occur due to:

·      Fluctuation in volume of hedged items caused due to operational changes

·      Index basis risk of hedged items vs hedging instrument

·      Credit risk as a result of deterioration of credit profile of the counterparties

The effective element of any gain or loss from remeasuring the derivative is recognised directly in other comprehensive income and accumulated in the hedging reserve. Ineffective hedging instruments are rebalanced by adjusting the designated quantities of either the hedged items or the hedging instrument of an existing hedging relationship for the purpose of maintaining a hedge ratio that complies with the hedge effectiveness requirements. Where rebalancing is not applicable the ineffective element is recognised immediately in the statement of comprehensive income. Hedge accounting is discontinued when the hedging relationship no longer meets the risk management objective, when the hedging instrument is sold or terminated or where there is no longer an economic relationship between the hedged item and the hedging instrument. The cumulative gain or loss in the hedging reserve remains until the forecast transaction occurs or the original hedged item affects the statement of comprehensive income. However, if that amount is a loss, and it is expected that all or a portion of that loss will not be recovered, then the amount that is not expected to be recovered is reclassified immediately into the statement of comprehensive income. If a forecast hedged transaction is no longer expected to occur, the cumulative gain or loss in the hedging reserve, and the cost of the hedging reserve, is also reclassified to the statement of comprehensive income.

Hedge ineffectiveness in relation to designated hedges was negligible during the year ended 28 February 2026 and year ended 28 February 2025. Further details of derivative financial instruments, including fair value measurements, are disclosed in note 29.

Trade and other receivables

Trade receivables (including supplier advances) are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, net of impairment provisions. Under IFRS 9, the group elected to use the simplified approach to measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that result from transactions that are within the scope of IFRS 15. The group establishes a provision for impairment of trade receivables when there is objective evidence that the group will not be able to collect all amounts due, according to the original terms of the receivables. In addition, specific receivables may be assessed individually where there is evidence of increased credit risk, including significant financial difficulty or default, with appropriate adjustments made to the expected credit loss provision

The DebenhamsPay+ offering provides customers with additional payment options, including payment in three instalments or deferred payment subject to an interest charge. As a result, trade receivables relating to DebenhamsPay+ balances existed at the reporting date. In accordance with IFRS 9, expected credit losses ("ECL") are assessed on these receivables on a regular basis. The ECL assessment is performed using customer‑level credit data obtained from external sources, which is mapped to aged debtor balances and applied through appropriate loss rates. Given the relatively recent introduction of the DebenhamsPay+ product and the limited historical experience, a minimal historical loss rate has been applied in determining the ECL provision.

Trade and other payables

Trade payables are obligations to pay for goods and services that have been received in the ordinary course of business but have not yet been paid.  Trade and other payables are recorded initially at fair value. Subsequent to this, they are measured at amortised cost. 

Trade payables are classified as current liabilities as they are expected to be settled within the normal operating cycle of the group.

Provisions

The group recognises a provision for present obligation (legal or constructive) resulting from a past event when it is more likely than not that it will be required to transfer economic benefit to settle the obligation and the amount of the obligation can be reliably estimated.  Where the obligation cannot be estimated reliably, no provision is made. Certain provisions that require significant estimates and judgements are discussed in the significant estimates and judgements section below.

A contingent liability is defined as a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the entity's control or a present obligation that arise from past events but is not recognised because it is either not proable that an outflow of economic benefits will be required to settle the oblitation, or the amount of the obligation cannot be measure reliably.  Contingent liabilities are not recognised in the financial statements but are disclosed unless the possibility of an outflow of economic benefits is remote.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first in, first out basis.  Net provisioning for obsolete and slow-moving inventory inherently involves estimation and judgement, including assumptions on inventory seasonality and ageing.  These estimates are reviewed regularly and are disclosed in the significant estimates and judgements section. Inventory includes stock price sold before the year end which is expected to be returned, valued at the lower of cost and net realisable value.

Cash and cash equivalents

Cash and cash equivalents, for the purpose of the cash flow statement and the statement of financial position, comprises cash in bank.

Revenue                                                                              

Revenue is attributable to the one principal activity of the business. Revenue represents net invoiced sales of goods, including carriage receipts, sponsored income from marketplace placements and commission income from marketplace sales, excluding value added tax. Revenue from the sale of goods is recognised when the customer has received the products, which is when it is considered that the performance obligations have been met and is adjusted for actual returns and a provision for expected returns. Internet sales are paid by customers at the time of ordering using a variety of payment methods and the proceeds remitted expected to be received from the customer, net of returns, discounts and taxes.  As internet sales typically comprise a single performance obligation, the transaction price is allotted entirely to the transfer of the goods to the customer.  Revenue is recognised when control of the goods transfers.  Wholesale sales are paid in accordance with agreed credit terms with business customers. Where the group acts as an agent in the sale of third party products, commission income is recognised on a net basis when the customer places and pays for the order.  This reflects the point at which the group has satisfied its performance obligation to arrange the transaction and the commission becomes enforceable.  A provision for returns, based on historical customer return rates, is deducted from revenue and included in provisions within trade and other payables. Returns provisions are discussed in the significant estimates and judgements section below.

Revenue from Mirakl Ads and Refined Networks is recognised on a principal basis, as the group controls the advertising services provided, is responsible for fulfilment, and bears credit risk.  Revenue from both arrangements is recognised gross with related costs in the income statement.

In relation to the group's revenue streams from Delivered by Debenhams, Cover Genius, and Deliver+, the group is deemed to be acting as an agent rather than principal as the group does not control the underlying goods or services prior to their transfer to the customer, with third-party suppliers retaining primary responsibility for fulfilment. Where the group acts as an agent, revenue is recognised on a net basis, representing the commission earned.

Rebates

Retrospective rebates from suppliers are accounted for in the period to which the rebate relates to the extent that it is reasonably certain that the rebate will be received. Early-settlement discounts are taken when payment is made.

Finance costs

Interest payable is recognised in the statement of comprehensive income as it accrues in respect of the effective interest rate method.

Finance income                                                                                                                               

Interest receivable is recognised in the statement of comprehensive income as it is earned.

Pension costs

The group contributes to Group Personal Pension Schemes for certain employees under a defined contribution scheme. The costs of these contributions are charged to the statement of comprehensive income on an accruals basis as they become payable under the scheme rules.

Share-based payments

The group issues equity-settled share-based payments in the parent company to certain employees in exchange for services rendered. These awards are measured at fair value on the date of the grant using an appropriate option pricing model depending on the vesting conditions.  Expense is recognised in the statement of comprehensive income on a straight-line basis over the vesting period after making an allowance for the number of shares that are estimated will not vest. The level of vesting is reviewed and adjusted annually. Awards that lapse or are forfeited due to failure to satisfy a service or non‑market performance condition are reversed, with any previously recognised expense relating to those awards credited to the statement of comprehensive income in the period of forfeiture, such that no expense recognised for amounts relating to unvested awards. Where awards are cancelled by the group, the unrecognised expense is accelerated and recognised immediately in profit or loss. On exercise of vested awards, the proceeds received are credited to share capital (and share premium where applicable), together with the cumulative share-based payment charge previously recognised.

Free shares awarded are expensed immediately.

Taxation

Tax on the profit for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the reporting date, and any adjustments to tax payable in respect of previous years.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.  The deferred tax asset is reviewed for impairment by management at each balance sheet date by reference to the group's forecasts aligned to long term business plan to ensure that the deferred tax asset can be supported.  If this is not the case, the asset is impaired.

Deferred tax is provided for on the fair value of intangible assets acquired in subsidiaries where the amortisation is not a tax deductible expense.

The group applies IAS 12 Income Taxes in accounting for current and deferred taxes. In May 2023, the IASB issued amendments to IAS 12 introducing a mandatory temporary exception from the recognition and disclosure of deferred tax assets and liabilities arising from the implementation of the OECD's Pillar Two global minimum tax rules.

The group has applied this mandatory temporary exception and therefore does not recognise or disclose deferred tax assets or liabilities arising from enacted or substantively enacted Pillar Two legislation, including qualified domestic minimum top‑up taxes.

Pillar Two income taxes are accounted for as current taxes in the period in which they arise, in accordance with IAS 12.

The group does not meet the threshold for application of the Pillar One transfer pricing rules

Foreign currency translation

The results and cash flows of overseas subsidiaries are translated at the average monthly exchange rates during the period. The statement of financial position of each overseas subsidiary is translated at the year-end rate. The resulting exchange differences are recognised in a translation reserve in equity and are reported in other comprehensive income.

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates on the day of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the year-end rate and exchange differences are recognised in the statement of comprehensive income.

Exceptional items

In determining whether an item should be presented as exceptional, the group considers items that are significant because of either their size or nature and that are non-recurring. In order for an item to be presented as exceptional, it should, typically, meet at least one of the following criteria:

·      It is a significant item, that may span more than one accounting period but is not considered normal recurring expenditure for the business year-on-year.

·      It has been directly incurred as a result of either an acquisition or divestment or arises from a major business change or restructuring programme.

·      It is unusual in nature and non-recurring, or outside the normal course of business.

The separate reporting of items, which are presented as exceptional within the relevant category in the consolidated statement of comprehensive income, helps provide an indication of the group's trading performance in the normal course of business.

Significant estimates and judgements

The preparation of financial statements in conformity with UK-adopted International Accounting Standards requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates and any subsequent changes are accounted for when such information becomes available. The judgements, estimates and assumptions that are the most subjective or complex are discussed below:

Held for Sale Assets - PLT

Management has excercised judgement in determining the appropriate carrying value of assets that were previously classified as held for sale and subsequently reclassified to continuing operations during the year. In accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, upon reclassification, such assets are measured at the lower of their:

·      carrying amount before the assets were classified as held for sale adjusted for depreciation or amortisation that would have been recognised had the assets not been classified as held for sale, and

·      their recoverable amount at the date of the decision not to sell.

Determining the recoverable amount requires judgement and estimation. Management considered prevailing market conditions, expected disposal values, and estimated costs to sell at the reclassification date when assessing recoverable value. 

 Cost of sales includes a non-recurring credit of £8.5m arising from the release of a prior year consolidation-level impairment on PLT inventory classified as held for sale under IFRS 5. The credit arises as the underlying inventory has been sold or written off and does not reflect underlying trading performance.

Burnley assets held for sale

During the year, the group ceased operations at its Burnley site and management exercised judgement in assessing the recoverable value of the related assets.  As a result, the assets are stated at the lower of their carrying value and fair values less costs to sell, which resulted in an impairment charge of £33.1m during the year, included within exceptional costs (see Note 12).  As management had commenced marketing the property prior to the year-end, they also assessed whether the criteria for classification as held for sale under IFRS 5 had been met, including whether the assets were available for immediate sale and whether disposal was highly probable within the required timeframe, and concluded that classification of the assets as held for sale was appropriate as at 28 February 26. The determination of recoverable amount involved judgement regarding expected sale proceeds, prevailing market conditions and estimated costs to sell.

Loan modification assessment

Management has exercised judgement in assessing the accounting treatment of modifications to borrowing arrangements in accordance with IFRS 9 Financial instruments. This includes determining whether changes to contractual terms represent a substantial modification of an existing financial liability, resulting in derecognition, or a non-substantial modification, which is accounted for as an adjustment to the existing liability.

The assessment considers both quantitative and qualitative factors, including changes in contractual cash flows, maturity profiles, interest rates, covenant terms, and security arrangements.

Where a modification is assessed a non-substantial, they carrying amount of the financial liability is reclassified as the present value of the modified contractual cash flows, discounted using the original effective interest rate. Any resulting modification gain or loss is recognised in profit or loss.

The refinancing completed in August 2025 was assessed as a substantial modification.  Accordingly, the existing financial liability was derecognised and a new liability recognised at fair value on the modification date (including any directly attributable transactions costs), with the resulting loss on derecognition recognised in profit or loss (Note 24). The new liability is subsequently measured at amortised cost using the effective interest method. The subsequent amendment to the facility in February 2026 was assessed as not constituting a substantial modification and, accordingly, did not result in derecognition of the existing liability.

 Any direct attributable fees and costs associated with this amendment were adjusted against the carrying amount of the liability (or recognised as a prepayment where applicable) and are amortised over the remaining term of the facility.

Share-based-payments - Group Turnaround Scheme (GTS)

Judgement was applied in accounting for the Group Turnaround Scheme (GTS) under IFRS 2.  This included assessing the nature of the vesting and market-based performance conditions, the probability of achieving applicable targets and the appropriateness of the valuation assumptions applied. The fair value of the awards at the grant date was determined using a Monte Carlo simulation model, which incorporated assumptions including expected volatility, risk-free interest rates, expected term and the likelihood of achieving the relevant market conditions, with the resulting fair value expenses over the relevant service periods.

Returns provision

The provision for sales returns is estimated based on prior months' historical returns and trends, including seasonal variations, on a country-by-country basis, and is allocated to the period in which the revenue is recorded. This is considered by management as the most appropriate method, which is applied to every set of monthly management accounts and is constantly checked for accuracy and reliability. Actual returns could differ from these estimates. The historic difference between the provision estimates and the actual results, known at a later stage, has never been, nor is expected to be, material. A difference of 1%pt in the percentage of sales returns rate would have an impact of +/- £7.0 million on reported revenue of the continuing business and +/- £3.0 million on operating profit of the continuing business. The choice of a 1%pt change for the determination of sensitivity represents a reasonable, but not extreme, variation in the return rate.

Claims provision

Management makes judgements in respect of the likelihood of the realisation of a claim. The provision for claims is then estimated from the settlement amount of similar claims in the relevant jurisdiction, with assistance from legal counsel, or from agreed settlements. Factors taken into account include the degree of loss to the appealing party, the likelihood of success in defence and the possible bases of the amount of the settlement claims. Where there are settlements involving class actions and compensation provided to beneficiaries through vouchers, the redemption rates are based on the rates that have been observed in similar instances.

Inventory valuation

Inventory is carried at the lower of cost or net realisable value. Net realisable value is estimated by management on the basis of a number of factors, including but not limited to: the historic rate of sell through, the continuing fashionability and likely continuing popularity of the product and seasonal trends, along with the volume held of a particular style in conjunction with the ageing of inventory. The judgement of net realisable value may be different from the future actual value realised, but that difference is not expected ever to be material. A difference of 1%pt in the provision as a percentage of gross inventory would give rise to a difference of +/- £1.2 million in gross margin for the continuing business. The choice of a 1%pt change for the determination of sensitivity represents a reasonable, but not extreme, variation in the provision.

Management applies judgement in determining the appropriate provisioning policy for beauty inventory, including the timing at which products are considered at risk of obsolescence. Beauty products are subject to longer shelf lives compared to fashion inventory, and provisioning is therefore applied from two years onwards. This reflects industry data and the group's experience that such products remain saleable over extended periods when stored in appropriate conditions.  This assessment assumes products are stored in controlled conditions, including cool, dry and low-light environments, which support extended shelf life.

Intangible assets - impairment testing

Acquired trademarks and customer list intangible assets are tested for impairment where indicators of impairment exist.  The recoverable amount is determined based on value-in-use calculations prepared at the level of the group's cash generating units (CGUs), which represent the group's individual brands as the lowest level of assets that generate cash inflows largely independent of other assets. The value in use calculations are based on discounted cash flow projections derived from management-approved budgets and forecasts. These projections incorporate key assumptions including revenue growth rates, expected levels of operating expenditure, gross margins, terminal value growth rates and appropriate discount rates.  Determining whether an impairment is required involves judgement  in respect of the discount rate and forecast revenue growth assumptions applied in value-in-use calculations.  However, based on current forecasts and sensitivities performed, no reasonably possible change in these assumptions would result in the carrying value exceeding the recoverable amount of the CGUs.

While formal sensitivity analysis have been performed in current year, management has considered the potential impact of reasonably possible changes in key assumptions when assessing whether the carrying value of the assets is supportable.  Changes in these assumptions would not give rise to material impairment in future periods. 

Classification and valuation of equity instruments

During the year ended 28 February 2026, the group held an investment in Revolution Beauty Group Plc (REVB), which was subject to significant judgement in respect of both its classification and valuation.

Classification - Up to 19 February 2026, the investment was classified as an associate and accounted for under the equity method in accordance with IAS 28, as the group was assessed to have significant influence over REVB. This assessment was based on factors including the group's shareholding, board representation and participation in relevant decision-making processes.

During the year, following the loss of common directorship and changes to the governance structure, the group's level of influence over REVB reduced. As a result, it was determined that the group no longer had significant influence, and therefore the investment no longer met the definition of an associate under IAS 28. Significant influence was deemed to have been lost on 19 February 2026.

From this date, the investment was reclassified and accounted for as a financial asset in accordance with IFRS 9.

Valuation - Under IAS 28, the investment was initially recognised at cost and subsequently adjusted for the group's share of REVB's post-acquisition profits or losses, together with any impairment where indicators were identified. The group's share of losses recognised in the year was based on available financial information, including actual results for the first half of the year and management's best estimate of performance up to the date significant influence was lost. On loss of significant influence, the investment was derecognised as an associate and remeasured to fair value at 19 February 2026. The fair value at the date of reclassification was compared to the carrying amount of the investment at that date, with any resulting gain recognised in profit or loss.

From initial recognition under IFRS 9, the group elected to classify the investment as a financial asset measured at fair value through other comprehensive income (FVOCI). This irrevocable election reflects the group's intention to hold the investment for strategic purposes rather than for short-term trading. Subsequent to initial recognition, the investment continues to be measured at fair value, with changes in fair value recognised in other comprehensive income. The investment is classified within Level 1 of the fair value hierarchy and is measured using quoted market prices at the reporting date.  As a result, fair value is based on observable inputs and does not require significant estimation judgement.  Changes in the quoted market price will, however, directly impact the carrying value of the investment.

Recognition of deferred tax assets

Deferred tax assets are recognised and carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable by reference to seven-year forecast period, using a detailed three-year forecast period extrapolated for 4 years using a predetermined growth rate.  The carrying amount of deferred tax assets is reviewed at each reporting date by reference to management forecasts and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates and in accordance with laws that are expected to apply in the period/jurisdiction when/where the liability is settled or the asset is realised.  An increase in the Deferred Tax loss has been recognised, reference Note 15.

Exceptional items

The group exercises judgement in assessing whether items should be classified as exceptional. This assessment covers the nature of the item, cause of occurrence and scale of impact of that item on the reported performance.

The exceptional costs in these financial statements include:

·      Ongoing costs of the vacant Daventry warehouse (closed in FY24)

·      Ongoing costs relating to the upkeep and maintenance of the vacant US distribution facility - see table below

·      Restructuring and transitional inefficiency costs arising from the strategic review and subsequent closure and consolidation of the Burnley Distribution Centre into Sheffield - see table below

·      Technology Migration costs associated with group's technology platform consolidation and migration to a new technology stack.- see table below

·      Legal fees - advisory and legal fees associated with the strategic review, refinancing and related corporate activities - see table below

Exceptional costs and impairment of assets	2026 £ million	2025 £ million*
Cost of Sales
USA Warehouse closure - stock provision	-	3.7
Impairment due to held for sale	(8.5)	8.5
UK stock clearance	-	52.0
Cost of Sales total	(8.5)	64.2
Selling and distribution costs
Impairment of USA warehouse right-of-use asset	-	66.1
Impairment of USA warehouse plant and equipment	-	28.8
Impairment of UK warehouse plant and equipment	33.1	-
USA warehouse associated closure costs	0.3	17.7
UK warehouse restructuring and transitional efficiency	29.2	2.3
UK Warehouse Lease liability Re-assignment	(33.6)	-
Selling and distribution costs total	29.0	114.9
Administration expenses
Loss on disposals of property (including remediation provision)	0.6	18.4
Impairment of property, plant and equipment	-	10.2
Impairment of associate	-	16.0
Impairment of right of use asset	-	1.0
Impairment of software	12.8	17.4
Restructuring costs	15.6	11.3
Technology platform - dual running costs	-	5.8
Technology migration costs	4.3	-
UK warehouse associated closure costs	-	0.2
Dual technology platform running costs associated with the re-platforming of the groups e- commerce front to its own in-house developed tech stacks	-	5.2
Overarching legal costs	11.3
Gain on transition from associate to equity instruments	(3.5)
Costs in connection to loan modifications	1.2
Professional fees	5.3	7.1
Administration expenses total	47.6	92.6
Total before tax	68.1	271.7
Tax	(14.7)	(4.8)
Total after tax for total operations	53.4	266.9

2    Segmental analysis

IFRS 8, 'Operating Segments', requires segments to be identified based on the internal reporting provided to the chief operating decision maker (CODM). The group has determined that the CODM is the executive board, which reviews performance based on operating segments.  Accordingly, the primary segmental reporting format for the year ended 28 February 2026 is by operating segment. Performance is assessed at gross profit level by brand, with information below gross profit not being reviewed on a brand basis. Therefore, this is not presented in the segmental reporting information below. 

Year ended 28 February 2026

	Youth brands	Debenhams & Labels	Karen Millen	Total
	£ million	£ million	£ million	£ million
Revenue	609.5	249.5	58.0	917.0
Cost of sales	(313.2)	(107.1)	(28.0)	(448.3)
Cost of sales - Exceptional costs				8.5
Gross Profit				477.2
Distribution costs				(124.6)
Distribution costs - Exceptional costs				(29.0)
Administrative expenses				(350.3)
Administrative expenses - Exceptional costs				(47.6)
Amortisation of acquired intangibles				(7.6)
Other income				5.0
Operating loss				(76.9)
Finance income				4.6
Finance expense				(28.2)
Share of results of associates				(8.1)
Loss before tax				(108.6)

Year Ended 28 February 2025

	Youth Brands*	Debenhams & Labels	Karen Millen	Total*
	£ million	£ million	£ million	£million
Revenue	941.7	208.4	67.8	1,217.9
Cost of sales	(482.6)	(87.9)	(29.5)	(600.0)
Cost of sales - Exceptional costs				(64.2)
Gross Profit				553.7
Distribution costs				(269.3)
Distribution costs - Exceptional costs				(114.9)
Administrative expenses				(397.2)
Administrative expenses - Exceptional costs				(92.5)
Amortisation of acquired intangibles				(6.8)
Other income				1.3
Operating loss				(325.7)
Finance income				2.7
Finance expense				(25.2)
Loss before tax				(348.2)

*Comparatives restated for inclusion of PLT (held for sale in the prior year)

Due to the nature of its activities, the group is not reliant on any individual customers.

No analysis of the assets and liabilities of each operating segment is provided to the chief operating decision maker in the monthly management accounts; therefore, no measure of segmental assets or liabilities is disclosed in this note.

3    Other income

		2026	2025
		£ million	£ million
Property rental income		2.7	1.1
R&D expenditure tax credit		2.3	0.2
		5.0	1.3

4    Finance income and expense

	2026	2025
	£ million	£ million
Finance income: Bank interest received	4.6	2.7
Finance expense: RCF and Term Loan interest paid and accrued	(22.1)	(19.1)
Finance expense: IFRS 16 lease interest	(2.5)	(3.3)
Finance expense: RCF arrangement and facility fees	(3.6)	(2.8)
	(28.2)	(25.2)

5    Auditors' remuneration

	2026	2025
	£ million	£ million
Audit of these financial statements	0.9	0.6
Disclosure below based on amounts receivable in respect of services to the group
Amounts receivable by auditors and their associates in respect of:
Audit of financial statements of subsidiaries pursuant to legislation	-	-
	0.9	0.6

6    Loss before tax

Loss before tax is stated after charging/(crediting):	2026	2025
	£ million	£ million
Equity-settled share-based payment charges (note 28)	6.2	16.6
Exceptional costs, including impairment and property, plant and equipment disposals (note 1)	68.1	266.9
Depreciation of property, plant and equipment (note 12)	24.0	27.2
Impairment of property, plant and equipment (note 12)	33.1	42.8
Depreciation of right-of-use assets (note 13)	7.5	10.4
Impairment of right-of-use assets (notes 1, 13)	-	67.1
Impairment of intangible assets (notes 1, 11)	12.8	17.4
Amortisation of acquired intangible assets (note 11)	7.6	41.7
Amortisation of software (note 11)	15.9	-
Daventry gain on re-assignment	(35.4)	-
Loss on disposal of property, plant and equipment (note 12)	0.5	17.4
Impairment of associate (note 15)	-	16.0
Fair Value movement on classification of investment to IFRS 9  (note 15)	(3.5)	-
Share of results of associates	(8.1)	(4.5)

7    Earnings per share

Basic earnings per share is calculated by dividing profit after tax attributable to members of the holding company by the weighted average number of shares in issue during the year. Shares held by the Employee Benefit Trust are eliminated from the weighted average number of shares. Diluted earnings per share is calculated by dividing the result after tax attributable to members of the holding company by the weighted average number of shares in issue during the year, adjusted for potentially dilutive share options, except when there is a loss, in which case the basic measure is used.

Adjusted earnings and adjusted earnings per share is a non-IFRS measure, which, in management's opinion, gives a more consistent measure of the underlying performance of the business excluding non-cash accounting charges and gains relating to the amortisation of intangible assets valued upon acquisitions, non-cash share-based payment charges, exceptional items and the group's share of results of associate.

	2026	2025*
	Million	Million
Weighted average shares in issue for basic earnings per share (EPS)	1,399.8	1,302.0
Dilutive share options	106.5	105.2
Weighted average shares in issue for diluted earnings per share	1,506.3	1,407.2
Loss (£ million)	(108.3)	(326.4)
Basic loss per share	(7.74)p	(20.22)p
Diluted loss per share	(7.74)p	(20.22)p
Adjusting items:
Amortisation of intangible assets arising on acquisitions (Note 11)	7.6	6.8
Share-based payment charges	8.1	16.6
Exceptional items and impairment (note 1)	68.1	271.7
Share of results of associate	8.1	4.5
Tax on adjusting items	(16.7)	0.9
Adjusted loss after tax	(33.1)	(25.9)
Adjusted loss per share (basic)	(2.36)p	(3.34)p
Adjusted loss per share (diluted)	(2.36)p	(3.34)p

*FY2025 amounts have been restated to reflect the reclassification of PLT from discontinued operations to continuing operations in FY2026

8          Staff numbers and costs

The average monthly number of persons employed by the group (including directors) during the year, analysed by category, was as follows:

	Number of employees
	2026	2025
Administration	1,341	1,763
Distribution	2,260	2,106
	3,601	3,869

The aggregate payroll costs of these persons were as follows:

	2026	2025 *
	£ million	£ million
Wages and salaries	114.9	166.7
Social security costs	14.6	17.2
Post-employment benefits	2.3	5.0
Equity-settled share-based payment charges	6.2	18.3
	138.0	207.2

*FY2025 amounts have been restated to reflect the reclassification of PLT from discontinued operations to continuing operations in FY2026

9          Directors' and key management compensation

	2026	2025
	£ million	£ million
Short-term employee benefits	11.0	17.4
Post-employment benefits	0.5	0.5
Equity-settled share-based payment charges	5.5	4.6
	17.0	22.5

Directors and key management compensation comprises the group directors and executive committee members. Directors' emoluments and pension payments of boohoo group plc are detailed in the directors' remuneration report on page 97.

10   Taxation

	2026	2025
	£ million	£ million
Analysis of credit in year
Current tax on income for the year	5.6	0.7
Adjustments in respect of prior year taxes	(4.6)	(1.8)
Deferred taxation (note 15)	(1.3)	(25.1)
Tax credit	(0.3)	(26.2)
Income tax expense computations are based on the jurisdictions in which taxable profits were earned at prevailing rates in those jurisdictions. The company is subject to Jersey income tax at the standard rate of 0%. The reconciliation below relates to tax incurred in the UK where the group is primarily tax resident. The total tax charge differs from the amount computed by applying the UK rate of 25% for the year (2025: 25.0%) to profit before tax as a result of the following:
	2026	2025
	£ million	£ million*
Loss before tax	(108.6)	(352.5)
Loss before tax multiplied by the standard rate of corporation tax of the UK of 25% (2025: 25.0%)	(25.1)	(87.3)
Effects of:
Expenses not deductible for tax purposes	14.1	38.4
Movements in deferred tax not recognised	11.1
Deferred tax not recognised	-	15.7
Adjustments in respect of prior year taxes	(4.6)	6.6
Overseas tax differentials	(0.3)	4.0
Capital loss		(4.9)
Depreciation on ineligible assets	(0.3)	-
Tax on Share-based payments/share options	4.8	1.3
Tax credit	(0.3)	(26.2)

No current tax was recognised in other comprehensive income (2025: £nil). No Pillar Two top up tax is expected for FY26. The UK corporation tax rate changed effective April 2023 from 19% to 25% as enacted by the UK Government resulting in an effective rate of 25% for the year ended 28 February 2026 (2025: 25%) 

Pillar Two: The OECD Pillar Two Globe Rules (Pillar Two) introduce a global minimum corporation tax rate of 15% applicable to multinational enterprise groups with global revenue over €750 million.  All participating OECD members are required to incorporate these rules into national legislation.  The Pillar Two rules applied to the group for its accounting period commencing 1 March 2024. 

On 23 May 2023, the International Accounting Standards Board ("IASB") issued amendments to IAS 12 Income Taxes,   introducing a mandatory temporary exception from accounting for deferred taxes arising from the implementation of Pillar Two legislation. The UK endorsement board adopted these amendments on 19 July 2023. 

 The Pillar Two current tax charge for the year ended 28 February 2026 was £nil (2025:nil).  Management has assessed the Group's exposure to Pillar Two taxes and concluded that no additional current tax liability has arisen, primarily due to the Group having a limited taxable presence outside the UK, with overseas revenues largely generated through UK entities .

The group continues to monitor developments in legislation and guidance and will refine its calculations as further clarity becomes available.  Deferred tax has not been recognised in respect of temporary differences associated with investments in overseas subsidiaries where the group is able to control the timing of the reversal of those temporary differences and is probable that they will not reverse in the foreseeable future.  Accordingly, no deferred tax liability has been recognised in respect of unremitted earnings of overseas subsidiaries.

11   Intangible assets

	Patents and licences	Trademarks	Computer software	Total
	£ million	£ million	£ million	£ million
Cost
Balance at 29 February 2024	1.3	115.6	115.1	232.0
Additions	-	-	23.5	23.5
Disposals	-	-	-	-
Balance at 28 February 2025	1.3	115.6	138.6	255.5
Additions	-	-	13.4	13.4
Transfers to PPE			(2.9)	(2.9)
Disposals	-	-	-	-
Balance at 28 February 2026	1.3	115.6	149.1	266.0
Accumulated amortisation
Balance at 28 February 2024	0.7	67.7	59.3	127.7
Amortisation for year	0.1	6.8	34.8	41.7
Impairment of intangible assets	-	-	17.4	17.4
Disposals	-	-	-	-
Balance at 29 February 2025	0.8	74.5	111.5	186.8
Amortisation for year	-	7.6	15.9	23.5
Impairment of intangible assets	-	-	12.8	12.8
Disposals	-	-	-	-
Balance at 28 February 2026	0.8	82.1	140.2	223.1
Net book value
At 29 February 2024	0.6	47.9	55.8	104.3
At 28 February 2025	0.5	41.1	27.1	68.7
At 28 February 2026	0.5	33.5	8.9	42.9

Within the statement of comprehensive income, amortisation of acquired intangible assets (trademarks) of £7.6 million (2025: £6.8 million) is shown separately. The amount of amortisation and impairment of the other intangible assets included within administrative expenses is £28.7 million (2025: £52.3 million).

The group tests the carrying amount of trademarks and customer lists annually for impairment or more frequently if there are indications that their carrying value might be impaired. The carrying amounts of all intangible assets are reviewed for indicators of impairment at least annually as per IAS 36.

Impairment of Intangible Assets

The intangible assets impaired during the year ended 28 February 2026 of £12.8 million (2025: £17.4 million) relate to legacy software intangible assets which are no longer expected to generate future economic benefits for the group. This follows the group's ongoing platform rationalisation programme, as part of which certain legacy technology systems have been identified for retirement or replacement. As a result of the strategic review, management concluded that these assets would not continue to be utilised in their current form and therefore their carrying value was not recoverable. Accordingly, an impairment charge of £12.8m has been recognized to write the asset down to the amount of £nil.

Impairment of trademarks calculated by comparing the carrying amounts to the value in use derived from discounted cash flow projections for each cash-generating unit ("CGU") to which the intangible assets are allocated. During the year, indicators of impairment were identified in accordance with IAS 36, and as a result, a detailed impairment assessment was performed for the relevant brand CGUs. The value in use calculations are based on discounted cash flow projections prepared for each CGU.

A CGU is defined as an individual brand, representing the lowest level at which cash inflows are largely independent. These CGUs are grouped within the group's operating segments of Debenhams & Labels, Karen Millen and Youth Brands for reporting purposes. Trademark assets as above include the Debenhams and Karen Millen brands.

Value-in-use calculations are based on forecast periods equal to the remaining useful life, being less than five years. Management forecasts, prepared as set out below, with a terminal growth rate applied thereafter, representing management's estimate of the long-term growth rate of the sector served by the CGUs. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates.

The key assumptions used in the value-in-use calculations are as follows:

Sales growth and forecast contribution margin

This is based on past performance and management's expectations of market development over the forecast period, using detailed cash flow forecasts for an initial of up to three years, which are extrapolated to a maximum of five years, or a shorter period where aligned to the remaining useful life of the assets. A terminal value is applied thereafter.  The forecasts have been reviewed by the directors consider that a forecast period of up to 5 years represents an appropriate timeframe over which to project financial performance with a reasonable degree of certainty, consistent with group's strategic objectives.

Other operating costs

These are the fixed costs of the CGU, which do not vary significantly with sales volumes or prices. Management forecasts these costs based on the current structure of the business, adjusting for inflationary increases, and these do not reflect any future restructurings or cost-saving measures.

Long-term growth rate 2%

This growth rate is based on a prudent assessment of past experience and future estimations of market expectations.

Discount rate Karen Millen 11.1% and Debenhams 9.7%

The pre-tax discount rate applied to the cash flow forecasts for the CGU is derived from the estimated pre-tax weighted average cost of capital ("WACC") appropriate to each brand and operating segment. These rates reflect the specific risks associated with the relevant CGUs, including differences in growth profiles, market conditions and risk characteristics between brands.

Sensitivity to changes in assumptions

There is sufficient headroom for each of the unimpaired CGUs, such that management believes no reasonable change in any of the above assumptions would cause the carrying value of the intangible asset to exceed its recoverable amount.

12   Property, plant and equipment

	Short leasehold alteration	Fixtures and fittings	Computer equipment	Motor vehicles	Land & buildings	Total
	£ million	£ million	£ million	£ million	£ million	£ million
Cost
Balance at 29 February 2024	35.0	306.8	15.7	0.9	134.6	493.0
Additions	1.9	1.5	0.6	-	-	4.0
Exchange differences	-	-	-	-	-	-
Disposals	-	(2.6)	-	-	(82.3)	(84.9)
Balance at 28 February 2025	36.9	305.7	16.3	0.9	52.3	412.1
Additions	1.9	0.6	0.1	-	-	2.6
Transfer to Intangibles	-	2.9	-	-	-	2.9
Transferred to assets held for sale	-	(112.0)	-	-	(8.5)	(120.5)
Exchange differences	-	0.1	-	-	(0.3)	(0.2)
Disposals	-	-	-	-	(16.4)	(16.4)
Balance at 28 February 2026	38.8	197.3	16.4	0.9	27.1	280.5
Accumulated depreciation
Balance at 29 February 2024	12.7	106.5	12.8	0.8	10.9	143.7
Depreciation charge for the year	3.1	18.5	2.1	-	3.4	27.1
Impairment of assets	-	32.8	-	-	10.0	42.8
Exchange differences	-	1.4	-	-	-	1.4
Disposals	-	(1.0)	-	-	(6.4)	(7.4)
Balance at 28 February 2025	15.8	158.2	14.9	0.8	17.9	207.6
Depreciation charge for the year	6.9	4.5	1.0	-	11.6	24.0
Impairment of assets	-	29.4	-	-	3.7	33.1
Reclassified as assets held for sale	-	(88.9)	-	-	(5.6)	(94.5)
Exchange differences	-	-	-	-	(0.1)	(0.1)
Disposals	-	-	-	(0.1)	(6.7)	(6.8)
Balance at 28 February 2026	22.7	103.2	15.9	0.7	20.7	163.2
Net book value
At 29 February 2024	22.3	200.3	2.9	0.1	123.7	349.3
At 28 February 2025	21.1	147.5	1.4	0.1	34.4	204.6
At 28 February 2026	16.1	94.1	0.5	0.2	6.4	117.3

The amounts of depreciation included in the statement of comprehensive income in distribution costs is £1.1 million (2025: £14.1 million) and in administrative expenses is £22.9 million (2025: £13.1 million). The amounts of impairment included in the statement of comprehensive income in distribution costs is £33.1 million (2025: £42.8 million) and in administrative expenses is £Nil (2025: £Nil million).

During the year, the group disposed of a tangible fixed asset for consideration of £9.0 million, giving rise to a loss on disposal of £0.5 million, which has been recognised in the income statement.

An impairment review was performed during the year in respect of the Burnley warehouse following a change in circumstances. Prior to classification as held for sale, the asset's carrying amount was assessed against its recoverable amount, determined as fair value less costs to sell in accordance with IAS 36 and IFRS 5. This resulted in an impairment charge of £33.1m recognised in the statement of comprehensive income.

On 28 February 2026, the Burnley warehouse met the IFRS 5 criteria for classification as held for sale, with management committed to a sale that was highly probable within 12 months and supported by an agreed offer and active marketing, and was therefore recognised at the lower of its carrying amount and fair value less costs to sell which was determined to be £26.0m following an offer received.

13   Right-of-use assets

					Short leasehold properties £million
Cost
Balance at 29 February 2024					178.5
Additions					4.9
Lease modifications					8.1
Exchange differences					(3.1)
Disposals					(25.6)
Balance at 28 February 2025					162.8
Additions					2.7
Lease modifications					0.4
Exchange differences					-
Disposals					(0.3)
Balance at 28 February 2026					165.5
Accumulated depreciation
Balance at 29 February 2024					92.9
Depreciation for year					10.4
Impairment of assets					67.1
Exchange differences					(2.3)
Disposals					(25.6)
Balance at 28 February 2025					142.5
Depreciation for year					7.5
Impairment of assets					-
Disposals					(0.2)
Balance at 28 February 2026					149.8
Net book value
At 28 February 2024					85.6
At 29 February 2025					20.3
At 28 February 2026					15.7

The amounts of depreciation included in the statement of comprehensive income in distribution costs is £nil (2025: £6.7 million) and in administrative expenses is £7.5million (2025: £3.7 million).

Assets impaired in FY25 £67.1 million mainly related to the closure of the US warehouse.

14   Assets held for Sale

On 28 February 2026, the Burnley warehouse met the criteria to be classified as held for sale in accordance with IFRS 5.

	2026	2025
	£million	£million
Burnley warehouse	26.0	-
PLT Held for Sale	-	20.9
Total assets held for sale	26.0	20.9

On 28 February 2026, the Burnley warehouse and wider Burnley property portfolio were classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

The disposal group comprises the Burnley warehouse together with the associated land and buildings and fixtures and fittings used in the group's operations. The assets formed part of the group's logistics and operational infrastructure and are being marketed as a single disposal group.

During the year, management committed to a formal plan to dispose of the Burnley property portfolio as part of the group's ongoing optimisation of its operational footprint. At the reporting date, the assets were available for immediate sale in their present condition, active marketing of the property had commenced, and management considered the sale to be highly probable. The group expects the disposal to be completed through a single transaction within 12 months of the classification date.

Prior to classification as held for sale, the disposal group had a carrying value of £59.1 million. An impairment review was undertaken in accordance with IAS 36 Impairment of Assets, resulting in an impairment charge of £33.1 million recognised in the income statement. Following recognition of the impairment, the carrying value of the disposal group was reduced to £26.0 million.

The fair value less costs to sell of £26.0 million was determined by reference to an offer received for the Burnley property portfolio, together with management's assessment of prevailing market conditions and expected costs directly attributable to the disposal. Accordingly, the disposal group was measured at £26.0 million, being the lower of carrying amount and fair value less costs to sell.

Prior year - PLT disposal group (discontinued operation)

In the prior year, the PLT disposal group was presented as a discontinued operation in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The disposal group included inventory balances accounted for under IAS 2 Inventories, which had been identified for disposal and therefore presented as held for sale at that time.

During the current year, management concluded that the criteria for classification as held for sale were no longer met because the disposal plan supporting the prior year classification was no longer being pursued. This followed the announcement of the group's intention to retain PLT, as set out in the RNS dated 28^th January 2026. Accordingly, the disposal group was reclassified from assets held for sale and discontinued operations back to continuing operations within the statement of financial position.

Upon reclassification, the assets were measured at the lower of:

·      their carrying amount before classification as held for sale and

·      their recoverable amount at the date of reclassification.

No impairment losses recognised in the prior year in respect of the PLT disposal group whilst classified as held for sale were reversed upon reclassification. However, an £8.5m credit has been recognised in cost of sales in FY2026 relating to the release of a prior year consolidation-level impairment on inventory within the disposal group, as the underlying inventory has been sold or written off.

15   Investment in associate 

	Investment in associate
	£ million
Cost
Balance at 28 February 2025	25.1
Additions at fair value	4.0
Share of results of associate	(8.1)
Reclassified to IFRS 9 equity instruments	(21.0)
Balance at 28 February 2026	-
Impairment
Balance at 29 February 2025	16.0
Reclassified to IFRS 9 equity Instruments	(16.0)
Balance at 28 February 2026	-
Net book value
At 28 February 2025	9.1
At 28 February 2026	-

Set out below is the material associate of the group. The entity listed below has share capital consisting of ordinary shares, which are held directly by the group. The country of incorporation or registration is the principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

			% ownership		Carrying amount
Name of entity	Nature of relationship	Country of incorporation	2026 %	2025 %	2026 £ million	2025 £ million
Revolution Beauty Group plc ("REVB")	Associate, supplier	UK	25.47%	27.08%	-	9.1

During the year, the group ceased to exercise significant influence over Revolution Beauty Group Plc (Rev B) and the investment ceased to be accounted for as an associate using the equity method. 

Accordingly, on cessation of significant influence, the investment was reclassified from an associate to a financial asset. At that date, the investment was remeasured at fair value in accordance with IFRS 9, with a fair value of £8.5m recognised as financial asset. The resulting gain of £3.5m, being the difference between the carrying amount of the associate immediately prior to reclassification and its fair value at that date was recognised in the statement of comprehensive income.  Prior to reclassification, a loss of £8.1m was recognised within share of  results of associates.

Following reclassification, the investment is classified as an equity instrument measured at fair value through other comprehensive income (FVOCI) in accordance with IFRS 9.  Subsequent measurement and presentation of fair value movements are accounted for in accordance with the group's accounting policy for financial instruments.

16   Financial assets - Investment in equity instruments

	Investments
	£ million
Cost
Balance at 28 February 2025	0.3
Reclassification of investment in associate	5.0
Gain on recognition of financial asset	3.5
Fair Value movement through OCI	(0.2)
Balance at 28 February 2026	8.6

17   Investments

The subsidiaries held and consolidated in these financial statements are set out below:

Name of company	Principal activity	Country of incorporation	Address	Percentage Ownership
Direct Investment
Debenhams Holdings Limited	Holding	UK	49-51 Dale St, Manchester	100%
Indirect Investments
boohoo.com UK Limited	Trading	UK	49-51 Dale St, Manchester	100%
Burton Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
CoastLondon.com Limited	Trading	UK	49-51 Dale St, Manchester	100%
Debenhams Brands Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
DBZ Marketplace Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
Dorothy Perkins Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
Karenmillen.com Limited	Trading	UK	49-51 Dale St, Manchester	100%
MissPap UK Limited	Trading	UK	49-51 Dale St, Manchester	100%
DebenhamsPayPlus Limited	Trading	UK	49-51 Dale St, Manchester	100%
Nasty Gal Limited	Trading	UK	49-51 Dale St, Manchester	100%
Oasis Fashions Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
PrettyLittleThing.com Limited	Trading	UK	49-51 Dale St, Manchester	100%
Wallis Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
Warehouse Fashions Online Limited	Trading	UK	49-51 Dale St, Manchester	100%
BoohooPLC.com Inc	Trading	USA	49-51 Dale St, Manchester	100%
Shanghai Wasabi Frog Trading Co Limited	Trading	China	828-838 Zhangyang Rd, Shanghai, China	100%
DBZ Marketplace US Inc	Trading	USA	1209 Orange Street, Wilmington	100%
NastyGal Marketplace USA Inc	Trading	USA	1209 Orange Street, Wilmington	100%
boohoo France SAS	Marketing Office	France	15, Rue Bachaumont, Paris	100%
boohoo Germany GmbH	Marketing Office	Germany	Tucholskystrasse 13, Berlin	100%
boohoo Italy SRL	Admin office	Italy	Via Sant'Antonio n. 30, Prato	100%
boohoo.com Australia Pty Ltd	Marketing Office	Australia	468 St Kilda Road, Melbourne	100%
boohoo.com USA Inc	Marketing Office	USA	8431 Melrose Pl, Los Angeles	100%
Boohoo Turkey	Sourcing Office	Turkey	20 Bahcelievler, Istanbul 34197	100%
NastyGal.com USA Inc	Marketing office	USA	2135 Bay Street, Los Angeles	100%
PrettyLittleThing.com France SAS	Marketing office	France	81 Rue Reaumur, 75002, Paris	100%
PrettyLittleThing.com USA Inc	Marketing office	USA	1209 Orange Street, Wilmington	100%
Debenhams Retail Online Limited	Data processer	UK	49-51 Dale St, Manchester	100%
Debenhams Property Holdings Limited	Property	Jersey	44 Esplanade, St Helier, Jersey
Debenhams Property Holdings 2 Limited	Property	UK	49-51 Dale St, Manchester	100%
Debenhams Holdings Limited	Holding	UK	49-51 Dale St, Manchester	100%
Debenhams Holdings 2 Limited	Holding	UK	49-51 Dale St, Manchester	100%
21Three Clothing Company Limited	Dormant	UK	49-51 Dale St, Manchester	100%
Boo Who Limited	Dormant	UK	49-51 Dale St, Manchester	100%
boohoo.com USA Limited	Dormant	UK	49-51 Dale St, Manchester	100%
boohooMAN.com UK Limited	Dormant	UK	49-51 Dale St, Manchester	100%
Faith.com Online Limited	Dormant	UK	49-51 Dale St, Manchester	100%
Maine.com Online Limited	Dormant	UK	49-51 Dale St, Manchester	100%
Mantaray.com Online Limited	Dormant	UK	49-51 Dale St, Manchester	100%
Principles.com Online Limited	Dormant	UK	49-51 Dale St, Manchester	100%
RedHerring.com Online Limited	Dormant	UK	49-51 Dale St, Manchester	100%

18   Deferred tax

Assets	Unused tax losses	Share-based payments	Temporary Differences	Total
	£ million	£ million	£ million	£ million
Asset at 29 February 2024	28.9	3.2		32.1
Recognised in statement of comprehensive income	25.3	2.6	0.1	28.0
Asset at 28 February 2025	54.2	5.8	0.1	60.1
Recognised in statement of comprehensive income	(5.5)	(1.0)	-	(6.5)
Asset at 28 February 2026	48.7	4.8	0.1	53.6

Liabilities

	Business combinations	Capital allowances in excess of depreciation	Total
	£ million	£ million	£ million
Liability at 29 February 2024	(0.5)	(16.3)	(16.8)
Recognised in statement of comprehensive income	-	(2.9)	(2.9)
Liability at 29 February 2025	(0.5)	(19.2)	(19.7)
Recognised in statement of comprehensive income	-	7.8	7.8
Liability at 28 February 2026	(0.5)	(11.4)	(11.9)

Recognition of the deferred tax assets is based upon the expected generation of future taxable profits.

The deferred tax liability will reverse in more than one year's time as the intangible assets are amortised.

Deferred tax is calculated at 25% as enacted from April 2023 by the UK Government.

At the reporting date, group's net interest expense exceeded the £2million de minimis threshold and a total of £37.0million (2025: £27.7 million) is available to offset against future profits.  No deferred tax asset has been recognised in respect of this creating an unrecognised deferred tax asset of £9.2m (2025: £6.9m). In addition, during the year, the value of brought forward losses that the group no longer consider probable to be utilised in full against future profits has increased. This has resulted in a further unrecognised deferred tax asset of £15.7m (2025: £5.9m).

19   Inventories

	2026	2025
	£ million	£ million
Finished goods	91.9	66.9
Finished goods - returns	13.4	5.3
	105.3	72.2

The value of inventories included within cost of sales for the year was £448.6 million (2025: £611.3 million). The inventory provision of £8.2million (2025: £47.9million including £22.8million related to stock held for sale) represents management's estimate of the value of slow moving, damaged and obsolete stock.  Inventories are stated at the lower of cost and net realisable value.  The carrying amount of inventory is stated net of these provisions.  Finished goods - returns row of the table above represents the estimated cost of products sold to customers but expected to be returned.

20   Trade and other receivables

	2026	2025
	£ million	£ million
Trade receivables	13.5	13.9
Prepayments	14.7	7.9
Accrued income	5.7	2.1
	33.9	23.9

Trade receivables represent amounts due from wholesale customers and advance payments to suppliers, and amounts due from customers under the DebenhamsPay+ financing programme.

Where specific trade receivables are not considered to be at risk and requiring a provision, the trade receivables impairment provision is calculated using the simplified approach to the expected credit loss model, based on the following percentages:

	2026	2025
Age of trade receivable	%	%
60-90 days past due	1	1
91-120 days past due	5	5
Over 121 days past due	90	90

The provision for impairment of trade receivables is charged to administrative expenses in the statement of comprehensive income. The maturing profile of unsecured trade receivables and the provisions for impairment are as follows:

	2026	2025
	£ million	£ million
Due within 30 days	6.3	9.8
Provision for impairment	(0.3)	(0.6)
Due in 31 to 90 days	11.1	6.4
Provision for impairment	(3.6)	(1.7)
Past due	1.4	1.6
Provision for impairment	(1.4)	(1.6)
Total amounts due and past due	18.8	17.8
Total provision for impairment	(5.3)	(3.9)
	13.5	13.9

The DebenhamsPay+ option introduced in the prior year, now provides customers with additional financing options of either paying in 3 parts or settling the balance in instalments.  These balances are non-interest bearing at inception but may attract financing charges where payment is deferred and therefore assessed as financial assets within the scope of IFRS 9. The group applies the simplified approach to measuring expected credit losses (ECL) for these receivables.  Lifetime ECL is recognised based on a combination of external credit risk data and customer arrears profiles.  Credit risk is assessed using an external credit scoring provider, with loss rates applied to receivables based on risk classification and historical default experience.  The resulting ECL provision reflects the group's estimate of losses expected over the life of the receivables reporting.

	Current £ million	1 Arrears £ million	2 Arrears £ million	3 Arrears £ million	4+ Arrears £ million	Total £ million
Aged Balances	3.0	0.1	0.1	0.1	0.1	3.4
Provision	0.3	0.0	0.0	0.1	0.1	0.5

21   Cash and cash equivalents

 

	2026	2025
	£ million	£ million
At start of year	44.7	230.0
Net movement during year	8.7	(183.4)
Effect of exchange rates	(1.3)	(1.9)
At end of year	52.1	44.7

There is no material credit risk associated with the cash at bank due to the healthy credit ratings of the banks of A and higher.

 

22   Trade and other payables

	2026	2025
	£ million	£ million
Trade payables	75.4	79.8
Other creditors	55.4	35.3
Accruals	93.4	83.5
Deferred income	7.7	11.1
Taxes and social security payable	19.9	16.9
	251.8	226.6

23   Provisions

 

	Dilapidations	Returns	Claims	Total
	£ million	£ million	£ million	£ million
Provision at 28 February 2025	11.2	18.6	2.8	32.6
Movements in provision (credited)/charged to income statement:
Prior year provision utilised/released	(1.2)	(18.6)	(2.8)	(22.6)
Increase in provision in current year	0.1	13.8	5.9	19.8
Exchange differences	(0.3)			(0.3)
Provision at 28 February 2026	9.8	13.8	5.9	29.5

£ million            £ million            £ million            £million

Current provisions	0.1	13.8	5.9	19.8
Non-current provisions	9.7	-	-	9.7
Total	9.8	13.8	5.9	29.5

The dilapidation provision represents the estimated exit cost of leased premises and is expected to unwind in more than ten years. Returns provision represents the revenue reduction of estimated customer returns, which occur over the two-to-three months after the date of sale.  The claims provision represents the estimate of claims against the group that are expected to settle in the period within nine-to-twelve months after the year end.

24   Interest-bearing loans and borrowings

 

This note provides information about the contractual terms of the group's interest-bearing loans and borrowings, which are measured at amortised cost.

Terms and debt repayment schedule

		Nominal
		interest	Year of	2026	2025
	Currency	rate	maturity	£ million	£ million
Revolving credit facility (RCF)	GB£	BOEBR	2028	143.7	-
Revolving credit facility (RCF)	GB£	SONIA CIA	2026	-	125.0
				143.7	125.0

The RCF is secured against all the company's assets, including tangibles and intangible assets.  The company is subject to financial covenants, including interest cover and adjusted leverage ratios.  The facility bears interest at a floating rate linked to the Bank of England base rate

In August 2025, the group refinanced its existing £125m revolving credit facility with a new £175m facility maturing in August 2028. The refinancing was assessed as a substantial modification under IFRS 9 due to substantive changes in terms, resulting in the derecognition of the original liability and recognition of a new financial liability at fair value.  The difference between the carrying amount of the original liability and the fair value of the new liability was recognised as a loss of £1.2m.  The new facility represents a committed funding arrangement of up to £175m; however, only £143.7m was drawn at the reporting date, reflecting the revolving nature of the facility whereby amounts can be drawn and repaid as required. Accordingly, the Group recognised a new financial liability. In February 2026, the facility was amended to increase the available ancillary facility and revise pricing. The amendment was assessed as a non-substantial modification under IFRS 9 and was accounted for as an adjustment to the existing liability. 

During the year, qualifying transaction costs directly attributable to the issuance of the new loan in August 2025 and the subsequent amendment in February 2026, amounting to £8.0m, were incurred. Transaction costs associated with the revolving credit facility are presented within prepayments, reflecting the ongoing and revolving nature of the arrangement. This approach provides a more representative allocation of such costs over the period of the facility, rather than recognising variability in profit or loss driven by periodic changes in utilisation. On 28 February 2026, the carrying value of the prepaid transaction costs was £6.8m.

Movement in interest-bearing loans and borrowings:

	2026	2025
	£ million	£ million
Opening balance	122.9	325.0
Repayment of RCF	(9.0)	(103.0)
Interest on old loan	4.6	-
Repayment of interest on old loan	(3.7)
Repayment of term loan	-	(97.0)
Derecognition of old loan	(116.2)
Recognition of new loan	136.4
Drawdown of RCF	26.0	35.0
Repayment of RCF drawdown	(18.7)	(35.0)
Loss recognised on derecognition of old RCF	1.2
Loss on loan modification	0.9	-
Interest Accrued	10.4	19.1
Interest Paid	(9.5)	(19.1)
Transaction costs	-	(2.1)
Closing balance	145.3	122.9

Increase/(Decrease) in borrowing

22.4

(202.1)

Reconciliation of movements in cash flows from financing activities to movements in liabilities:

	Balance 28 February 2025	Cash flow from financing activities	Additions, disposals and exchange differences	Statement of comprehensive income	Movement in retained earnings and other reserves	Balance at 28 February 2026
	£ million	£ million	£ million	£ million	£ million	£ million
Equity	3.9	37.5	-	(108.3)	9.2	(57.7)
Leases	120.2	(11.2)	(35.6)	1	-	74.4
Bank borrowings	122.9	5.3	-	17.1	-	145.3
	247.0	31.6	(35.6)	(90.2)	9.2	162.0

Reconciliation of net debt:

	2026	2025
	£ million	£ million
Cash and cash equivalents	52.1	44.7
Interest bearing loans and borrowings	(145.3)	(122.9)
Net (debt) / cash and cash equivalents	(93.2)	(78.2)

25   Lease liabilities

 

Minimum lease payments due	Within 1 year	1-2 years	2-5 years	5-10 years	More than 10 years	Total
	£ million	£ million	£ million	£ million	£ million	£ million
28 February 2026
Lease payments	13.1	12.6	25.1	32.4	-	83.3
Finance charges	(2.0)	(1.7)	(3.6)	(1.5)	-	(8.8)
Net present value	11.1	10.9	21.6	30.9	-	74.4

	2026	2025
	£ million	£ million
Current lease liability	11.0	10.9
Non-current lease liability	63.4	109.3
Total	74.4	120.2

Movement in lease liabilities:

	2026	2025
	£ million	£ million
Opening balance	120.2	121.9
Interest accrued	2.4	3.3
Cash flow lease payments	(11.2)	(13.7)
Additions	1.7	4.9
Lease modifications	3.1	6.4
Disposals	(37.3)	-
Exchange differences	(4.5)	(2.6)
Closing balance	74.4	120.2

 

During March 2025, the group reassigned the Daventry lease, resulting in a material reduction in the associated lease liability as reflected in the lease movements table. The group remains subject to certain committed costs under the original agreement, which have been considered in the measurement of the lease liability where relevant.

26   Share Capital

 

	2026	2025
	£ million	£ million
1,619,720,334 authorised and fully paid ordinary shares of 1p each (2025: 1,397,295,661)	16.2	14.0

Ordinary Share Capital	2026	2025
	£ million	£ million
Opening Shares	14.0	12.7
Shares Issued	2.2	1.3
Total Share Capital	16.2	14.0

Share Premium	2026	2025
	£ million	£ million
Opening Shares	893.4	898.1
Issue of SIP share to scheme from EBT	-	(41.6)
Issue of new shares to NEDs	-	0.1
Placing net of shares issue costs	36.7	36.8
Total Share Premium	930.1	893.4

On 18 February 2026, the company issued 222,222,222 new fully paid 1p ordinary shares and raised gross proceeds of approximately £40.0 million through an equity fundraising, comprising a firm placing, direct subscriptions, and a retail offer at 18 pence per share. Net proceeds of £36.7million were credited to Share Premium after the par(nominal) value of the shares issues was recognised in share capital.

The directors do not recommend the payment of a dividend so that cash is retained in the group for capital expenditure projects that are required for the rapid growth and efficiency improvements of the business and for suitable business acquisitions (2025: £nil).

 

 

 

27   Other reserves

 

	2026	2025
	£ million	£ million
Translation reserve	0.6	(2.3)
Capital redemption reserve	0.1	0.1
Reconstruction reserve	(515.3)	(515.3)
Acquisition of non-controlling interest in PrettyLittleThing.com Limited	(249.4)	(249.4)
Revaluation gains on transition of investment to associate	10.2	10.2
Fair Value other comprehensive Income reserve	0.2	-
Proceeds from issue of growth shares in boohoo holdings Limited	0.8	0.8
	(752.8)	(755.9)

The translation reserve arises from the movement in the revaluation of subsidiary statement of financial position in foreign currencies; the capital redemption reserve arose from a capital reconstruction in 2014; the reconstruction reserve arose on the impairment of the carrying value of the subsidiary company in 2014 at that date; the acquisition of the non-controlling interest in PrettyLittleThing is the excess of consideration paid over the carrying value of the non-controlling interest as at the date of acquisition in May 2020 adjusted during the prior year for the cancellation of the shares to be issued; and the revaluation gain on transition of investment to associate arose in July 2023 when significant influence was determined to have been obtained over Revolution Beauty Group plc (Rev B), with the equity accounting requirements of IAS 28 being applied from this date.

In February 2026, Revolution Beauty Group plc transitioned from an associate to an investment.  Up to the date significant influence was lost, the group recognised its share of associate results in the income statement.  Upon derecognition, the retained investment was remeasured to fair value, with the resulting loss recognised in the income statement.  Thereafter, the investment was classified as an equity at fair value through other comprehensive income (FVOCI). Subsequent changes in fair value have been recognised in other comprehensive income and accumulated within the FVOCI reserve.

 

28   Related party disclosures

	Company transacting with the related party	Nature of relationship	2026 £ million	2025 £ million
Amounts included in the statement of financial position
Inventories
Revolution Beauty Group plc	boohoo.com UK Limited	Investee Company (financial asset)	0.2	0.1
Revolution Beauty Group plc	PrettyLittleThing.com Limited	Investee Company (financial asset)	-	0.1
Rental income
Revolution Beauty Group plc	Boohoo.co. UK Limited	Investee Company (financial asset)	0.4	0.8
Lease liabilities
Kamani Commercial Property Limited	boohoo.com UK Limited	Common directors and shareholders	-	-
Kamani Commercial Property Limited	PrettyLittleThing.com Limited	Common directors and shareholders	-	0.2
Amounts included in the statement of comprehensive income
Cost of sales
Revolution Beauty Group plc	boohoo.com UK Limited	Investee Company (financial asset)	0.4	0.1
Revolution Beauty Group plc	PrettyLittleThing.com Limited	Investee Company (financial asset)	0.1	0.2
Administrative expenses
The Pinstripe Property Investment Co. Limited	PrettyLittleThing.com Limited	Common directors and shareholders	-	0.1
Pinstripe Hong Kong Limited	boohoo.com UK Limited	Common directors and shareholders	0.1	0.1
Four Model Management Limited	boohoo.com UK Limited	Common directors and shareholders	0.2
Four Model Management Limited	PrettyLittleThing.com Limited	Common directors and shareholders	0.2
LRG Online Limited	Boohoo.com UK Limited	Common directors and shareholders	2.2
Mahmud Kamani	boohoo.com UK Limited	Common directors and shareholders	0.3
UMK Investments	boohoo.com UK Limited	Common directors and shareholders	1.7
Makkma Investment	boohoo.com UK Limited	Common directors and shareholders	0.3
UMK Investments Depreciation - right-of-use assets	PrettyLittleThing.com Limited	Close member of Common directors and shareholders	0.7	0.5
Kamani Commercial Property Limited	boohoo.com UK Limited	Common directors and shareholders	1.4	0.8
Kamani Commercial Property Limited	PrettyLittleThing.com Limited	Common directors and shareholders	0.2	0.1

Kamani Commercial Property Limited has been the lessor of boohoo's and PrettyLittleThing's head office buildings in Manchester since the IPO in 2014.

During the financial year, REVB occupied a floor in Great Pulteney Street in Soho. This was rented from Boohoo.com UK Limited and the income is reflected above.

Rev B was an associate during the year until the Group ceased to have significant influence. Accordingly, it is no longer classified as an associate at 28 February 2026.

Related party transactions are conducted on arm's length commercial terms.

 

29   Financial Instruments

 

(a) Fair values of financial instruments

Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date if the effect is material.

The DebenhamsPay+ receivables are initially recognised at fair value and subsequently measured at amortised cost. The determination of the loss allowance requires the use of unobservable inputs and therefore incorporates elements consistent with Level 3 estimation techniques, as the group applies judgement in estimating expected credit losses under IFRS 9. Given the limited maturity of the Pay+ portfolio (January 2026) and the absence of sufficient internal loss history, a provision matrix is applied, segmenting receivables by external risk ratings and arrears status, with loss rates derived from external data sources and subject to ongoing review, back-testing and consideration of forward-looking information. Whilst this approach is considered a reasonable proxy for the IFRS 9 expected credit loss model, the group intends to transition to a more granular, internally calibrated framework as the portfolio matures; however, based on performance to date, credit losses are in line with expectations and no material estimation uncertainty has been identified.

Trade and other payables

The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date if the effect is material.

Cash and cash equivalents

The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand, then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date.

Interest-bearing borrowings

Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Interest-bearing loans and borrowings are subsequently measured at amortised cost, with finance costs, including transaction fees, recognised on a straight-line basis over the term of the facility, reflecting the revolving nature of the arrangement.

Cash flow hedges

Fair value is calculated using forward interest rate points to restate the hedge to fair market value.

Foreign exchange rates

The key currency exchange rates used in the financial statements are:

	2026	2025
USD closing rate	1.3485	1.2574
USD year average rate	1.3586	1.2775
EUR closing rate	1.1413	1.2115
EUR year average rate	1.1595	1.2034
AUD closing rate	1.8948	2.0259
AUD year average rate	1.9269	1.9965

The impact of any reasonable fluctuations in the exchange rates used to translate assets and liabilities at the year-end is not considered to be material and has, therefore, not been disclosed.

Investments in equity instruments

Investments in equity instruments are classified within the fair value hierarchy based on the level of observable inputs used in their valuation. Listed investments, including the group's holding in Revolution Beauty following its reclassification to an equity investment measured at fair value through other comprehensive income (FVOCI), are classified as Level 1 and are valued using quoted market prices at the reporting date. Unlisted equity investments are classified as Level 3, as they do not have an active market and are valued using models and assumptions based on unobservable inputs, including discounted cash flow models and reference to recent funding rounds where available. Where insufficient recent information is available or a wide range of potential fair values exists, cost is considered to approximate fair value where it falls within that range. Investments in equity instruments are designated at FVOCI on initial recognition, and subsequent fair value movements are recognised in other comprehensive income.

The following table presents the changes in Level 3 investments:

	2026 £ million	2025 £ million
At the beginning of the year	0.3	0.3
Addition of financial assets at fair value through other comprehensive income	-	-
Gains recognised through other comprehensive income	-	-
Disposal of financial assets at fair value through other comprehensive income	-
Transfers into/(out of) Level 3 investments	-	-
At the end of the year	0.3	0.3

The following table summarises the Level 3 investments held:

	2026 £ million	2025 £ million
8.51% investment in PrimaTrade Systems Limited (2025: 8.51%)	0.3	0.3
	0.3	0.3

The following table presents the changes in Level 1 investments:

	2026 £ million	2025 £ million
At the beginning of the year	-	-
Transfers into Level 1 investments (see Note 16)	5.0	-
Fair value gain in profit or loss upon recognition of financial asset (see Note 16)	3.5	-
Fair value loss on year-end remeasurement	(0.2)	-
At the end of the year	8.3	-

The following table summarises the Level 3 investments held:

	2026 £ million	2025 £ million
25.47% Investment in Revolution Beauty Group plc (2025: 27.05%)	8.5	-
Fair value loss on year-end remeasurement	(0.2)	-
At the end of the year	8.3	-

Fair values

	2026	2025
	£ million	£ million
Financial assets At amortised cost:
Cash and cash equivalents	52.1	44.6
Trade receivables	13.5	13.9
Accrued income	5.7	2.1
At fair value through profit or loss:
Cash flow hedges	-	1.8
At fair value through other comprehensive income:
Cash flow hedges	-	0.1
Equity investment	8.6	0.3
	79.9	62.8

	2026	2025
	£ million	£ million
Financial liabilities
At amortised cost:
Trade payables	75.7	79.8
Other creditors	55.4	11.1
Accruals	93.4	83.5
Provisions	29.5	32.0
Interest-bearing loans and borrowings	145.3	122.9
Lease liabilities	74.4	120.2
At fair value through profit or loss:
Cash flow hedges	-	-
At fair value through other comprehensive income:
Cash flow hedges	-	-
	473.6	449.5

The fair value of financial assets and liabilities is not materially different from the carrying value.

Fair value hierarchy

Financial instruments carried at fair value are required to be measured by reference to the following levels under IFRS 13 "Fair Value Measurement":

Hierarchy level	Inputs	Financial instruments	Valuation methodology
Level 1	Quoted prices in active markets for identical assets or liabilities	Investments in equity instruments at fair value through other comprehensive income	Quoted prices in active markets for identical assets or liabilities
Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)	Derivative financial instruments - cash flow hedges	Valuation techniques include forward pricing and swap models using net present value calculation of future cash flows. The model inputs include the foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies and interest rate curves.
Level 3	Inputs for the asset or liability that are not based on observable market data	Investments in equity instruments at fair value through other comprehensive income	The fair value of these equity investments has been estimated using a discounted cash flow model and recent funding rounds. Where insufficient, more recent, information is available to measure fair value, or if there is a wide range of possible fair value measurements, then cost is used as the best estimate of fair value if it falls within that range.

(b) Credit risk 

Financial risk management  

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises, principally, from the group's receivables from customers and hedging and other financial activities. 

The group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and customers. The group faces minimal credit risk from trade receivables as customers pay for their orders in full at the time of purchase and third-party sales are to a small number of large established corporations with which the group has long-standing relationships. The risk of default from related party undertakings is considered low. 

The group is exposed to credit risk in respect of Debenhams Pay+, comprising amounts due from customers who may either settle their balances in three interest-free instalments or defer payment over a longer period, with interest charged on outstanding balances. The group manages credit risk through ongoing monitoring of customer payment behaviour and credit performance.  For receivables arising from Debenhams Pay+, expected credit losses (ECL) are assessed and recognised in accordance with IFRS 9. 

(c) Liquidity risk 

Financial risk management  

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due.  

The group manages its exposure to liquidity risk by continuously monitoring short-term and long-term forecasts and actual cash flows and ensuring it has the necessary banking and reserve borrowing facilities available to meet the requirements of the business. The maturity profile of the group's borrowings is included in note 22, of the group's lease liabilities is included in note 23, and of derivative liabilities included within the foreign currency risk section of this note.  

(d) Capital risk 

Financial risk management  

Capital risk is the risk that the group will not be able to continue as a going concern. The group's approach to managing capital risk is to safeguard the group's ability to continue as a going concern by securing an appropriate mix of debt and equity funding, a strong credit rating and sufficient headroom. The capital structure is regularly reviewed to ensure it is appropriate to the group's strategic objectives. The funding requirements of the group are ascertained by regular cash flow forecasts and projections. At 28 February 2026, the group had capital of £150.9 million (2025: £74.3 million), comprising equity of (£57.7 million) (2025: £3.9 million) and net debt of (£93.2 million) (2025 net debt: £78.2 million). 

(e) Foreign currency risk 

Financial risk management  

The group trades internationally and is exposed to exchange rate risk on purchases and sales, primarily in Australian dollars, euros and US dollars. The group's results are presented in sterling and are exposed to exchange rate risk on translation of foreign currency assets and liabilities. The group's approach to managing foreign currency risk is to use financial instruments in the form of forward foreign exchange contracts to hedge net foreign currency cash flows where necessary. These forward foreign exchange contracts are classified as Level 2 derivative financial instruments under IFRS 13 'Fair Value Measurement'.  

The fair value of forward foreign exchange contracts recognised in the statement of financial position within financial assets at 28 February 2026 was £0.1 million (2025: £1.9 million) and within financial liabilities was £nil (2025: £nil). The non-current element of the financial assets is £nil (2025: £nil) and of financial liabilities is £nil (2025: £nil). Cash flows related to these contracts will occur during the one year to 28 February 2027.  

Hedge effectiveness is determined at inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that the economic relationship, as per the group's hedging policy, exists between the hedged item and hedging instrument. The derivatives have been fair valued at 28 February 2026 with reference to forward exchange rates and option pricing models that are quoted in an active market, with the resulting value discounted back to present value. Hedge ineffectiveness may occur due to: 

·      Fluctuation in volume of hedged item caused due to operational changes 

·      Index basis risk of hedged item vs hedging instrument 

·      Credit risk as a result of deterioration of credit profile of the counterparties 

Hedge ineffectiveness in relation to designated hedges was negligible during the year ended 28 February 2026 and year ended 28 February 2025.

The total amount recognised in other comprehensive income during the year is a loss of £nil (2025: £0.2 million) and the amount reclassified from other comprehensive income to profit and loss in revenue during the year is a loss of (£0.1 million) (2025: £2.4 million).

Maturity of forward currency hedging instruments - notional amount £ million

Currency	1-6 months	7-12 months	13-18 months	19-24 months	More than 2 years	Total
USD	2.0	-	-	-	-	2.0
	2.0	-	-	-	-	2.0

Average rate of forward currency hedging instruments - GBP: currency

Currency	1-6 months	7-12 months	13-18 months	19-24 months	More than 2 years	Average
USD	1.3366	-	-	-	-	1.3366

 

 

 

30  Share-based payments

Summary of movements in awards

Number of shares	ESOP	LTIP	SIP	SAYE	Total	Weighted average exercise price
Outstanding at 29 February 2024	51,295,367	22,960,193	8,833,464	26,890,759	109,979,783	61.53
Granted during the year	35,916,731	-	-	5,548,354	41,465,085	4.42
Lapsed during the year	(14,898,946)	(6,221,439)	(954,427)	(11,737,561)	(33,812,373)	42.89
Exercised during the year	(10,580,505)	(1,139,644)	(4,362,377)	(337,282)	(16,419,808)	1.09
Outstanding at 28 February 2025	61,732,647	15,599,110	3,516,660	20,364,270	101,212,687	58.36
Exercisable at 28 February 2025	22,839,579	419,717	3,516,660	119,461	26,895,417	175.10
Granted during the year	7,792,268	13,468,799	-	16,792,846	38,053,913	4.36
Lapsed during the year	(15,105,023)	(14,289,056)	32,563	(17,449,160)	(46,810,676)	49.90
Exercised during the year	(15,509,465)	(103,565)	(1,800,946)	(33,557)	(17,447,533)	1.54
Outstanding at 28 February 2026	38,910,427	14,695,288	1,748,277	19,674,399	75,028,391	44.24
Exercisable at 28 February 2026	28,099,747	1,206,489	1,748,277	1,921,200	32,975,713	94.21

The weighted average share price at date of exercise of shares exercised during the year was 25.1 pence (2025: 43.5 pence). The weighted average remaining contractual life of outstanding options at the end of the year was 6.3 years (2025: 7.2 years).

The group recognised a total expense of £6.2 million during the year (2025: £16.6 million) relating to equity-settled share-based payment transactions.

Group Turnaround Scheme ("GTS")

The fair value of the GTS awards has been determined using a Monte Carlo simulation model in accordance with IFRS 2, reflecting the market-based performance condition linked to share price growth. Under the terms of the scheme, participants are entitled to 6% of the increase in market capitalisation above a £0.35 share price, subject to a cap based on a £3.00 share price, with vesting assessed over three measurement dates at 3, 4 and 5 years. The model incorporates the path-dependent nature of the awards, including the capped payoff structure and the restriction that only one-third of the total award can vest at each measurement date.

Key inputs to the valuation include a share price at grant of £0.116, expected volatility of 56% based on historical share price movements, a risk-free interest rate of 3.86%, and a dividend yield of 0%, with projection periods aligned to the 3-5 year vesting horizons. The valuation is performed on a risk-neutral basis assuming no dividend payments and excludes the impact of forfeitures and any potential change-of-control or substantial shareholder events. In line with IFRS 2, the resulting fair value is fixed at grant date and is not subsequently adjusted for actual performance outcomes. A share-based payment charge of £0.2m was recognised in the year in respect of the GTS scheme. None of the associated awards were exercisable as at the year end.

Employee Stock Ownership Plan ("ESOP")

The 2014 ESOP allows the grant of options to selected employees and executive directors of the group, based on a predetermined aggregate EBITDA target for the three financial years 2015 to 2017. The 2015 ESOP allows the grant of options to selected employees and executive directors of the group. Except for Neil Catto (former CFO), there are no performance criteria.  Neil Catto's options are subject to achieving performance criteria based on a predetermined aggregate EBITDA target and a measure of Total Shareholder Return for the four financial years 2016 to 2020.  The 2016 to 2026 ESOPs allow the grant of options to selected employees of the group, without any performance criteria. Options may be granted by either the board or the trustees of the Employee Benefit Trust.

Date of grant	28 February 2025 no. of shares	Granted during the year no. of shares	Lapsed during the year no. of shares	Exercised during the year no. of shares	28 February 2026 no. of shares	Exercise price pence	Exercise period
22/05/15	50,000	-	(25,000)	(25,000)	-	25.75	22/05/18-22/05/25
09/06/16	188,142	-	(11,765)	-	176,377	57.75	09/06/19-09/06/26
13/06/17	654,433	-	(112,397)	(45,000)	497,036	244.50	13/06/20-13/06/27
28/06/18	2,164,245	-	(1,009,968)	-	1,154,277	201.95	28/06/21-28/06/28
30/04/19	9,294	-	(1,802)	-	7,492	266.95	30/04/22-30/04/29
23/07/19	3,548,439	-	(1,347,500)	-	2,200,939	219.65	23/07/22-23/07/29
03/11/20	5,352,500	-	(1,870,000)	(7,500)	3,475,000	272.95	03/11/23-03/11/30
13/07/21	7,092,500	-	(2,825,000)	-	4,267,500	289.45	13/07/24-13/07/31
17/05/22	1,453,769	-	(180,072)	(350,166)	923,531	1.00	17/05/23-17/05/32
01/07/22	3,989,278	-	(875,811)	(1,930,204)	1,183,263	1.00	01/07/25-01/07/32
17/05/23	2,326,257	-	(105,000)	(803,943)	1,417,314	1.00	17/05/24-17/05/33
28/06/23	10,157,286	-	(3,327,008)	(1,201,172)	5,629,106	1.00	28/06/26-28/06/33
17/05/24	4,891,526	-	-	(2,099,751)	2,791,775	1.00	17/05/24-17/05/34
25/11/24	12,561,874	-	(3,414,000)	(1,799,874)	7,348,000	1.00	25/11/24-25/11/34
03/02/25	3,793,104	-	-	-	3,793,104	1.00	03/02/25-03/02/35
19/02/25	3,500,000	-	-	(3,500,000)	-	1.00	19/02/25-19/02/35
28/02/25	100,000	-	-	(100,000)	-	1.00	28/02-25-28/02/35
26/08/25	-	7,392,268	-	(3,646,855)	3,745,413	0.00	26/08/25-26/08/26
11/02/26	-	200,000	-	-	200,000	0.00	23/02/26-21/02/36
23/02/26	-	100,000	-	-	100,000	0.00	11/02/26-10/02/36
	61,832,647	7,692,628	(15,015,323)	(15,509,465)	38,910,127

The ESOP options were valued using the Black-Scholes model. The inputs into the model were as follows:

Grant date	22/05/15	09/06/16	13/06/17	28/06/18	30/04/19	23/07/19	03/11/20
Share price at grant date	25.75	57.75	244.50	201.95	245.70	219.65	272.95
Exercise price	25.75	57.75	244.50	201.95	266.95	219.65	272.95
Number of employees	3	9	23	44	2	82	116
Shares under option	-	176,377	497,036	1,142,522	7,492	2,200,939	3,475,000
Vesting period (years)	3	3	3	3	3	3	3
Expected volatility	36.33%	36.75%	40.85%	44.17%	43.14%	41.85%	36.56%
Option life (years)	10	10	10	10	10	10	10
Expected life (years)	3.00	3.00	3.50	3.50	3.50	3.50	3.50
Risk-free rate	0.966%	0.523%	0.192%	0.723%	0.787%	0.434%	0.075%
Expected dividends expressed as a dividend yield	0%	0%	0%	0%	0%	0%	0%
Possibility of ceasing employment before vesting	16%	30%	33%	38%	19%	43%	53%
Expectations of meeting performance criteria	100%	100%	100%	100%	85%	100%	100%
Fair value per option (pence)	6.64	14.76	73.35	66.47	72.39	68.06	73.31

Grant date		13/07/21	17/05/22	01/07/22	17/05/23	28/06/23	17/05/24
Share price at grant date		289.45	79.66	54.92	41.05	34.57	36.22
Exercise price		289.45	1.00	1.00	1.00	1.00	1.00
Number of employees		160	236	54	32	26	88
Shares under option		4,267,500	923,531	1,183,263	1,417,314	5,629,106	2,791,775
Vesting period (years)		3	1	3	1	3	1
Expected volatility		36.56%	64.98%	69.99%	72.42%	69.20%	42.70%
Option life (years)		10	10	10	10	10	10
Expected life (years)		3.50	1.50	3.50	1.50	3.50	1.04
Risk-free rate		0.175%	1.456%	1.653%	3.804%	4.925%	4.123%
Expected dividends expressed as a dividend yield		0%	0%	0%	0%	0.0%	0%
Possibility of ceasing employment before vesting		56%	10%	48%	28%	28%	30%
Expectations of meeting performance criteria		100%	100%	100%	100%	100%	100%
Fair value per option (pence)		78.11	78.68	53.98	40.11	33.73	35.26

Grant date		25/11/24	03/02/25	19/02/25	26/08/25	11/02/26	23/02/26
Share price at grant date		32.90	29.00	29.00	14.52	14.52	14.52
Exercise price		1.00	1.00	1.00	1.00	1.00	1.00
Number of employees		56	1	1	11	1	1
Shares under option		7,348,000	3,793,104	-	3,745,413	200,000	100,000
Vesting period (years)		2	0	0	0	0	0
Expected volatility		42.70%	42.70%	42.7%	57.68%	57.68%	57.68%
Option life (years)		10	10	10	10	10	10
Expected life (years)		3.1	3.1	3.1	0.75	10	10
Risk-free rate		4.123%	4.123%	4.123%	3.920%	3.920%	3.920%
Expected dividends expressed as a dividend yield		0%	0%	0%	0%	0.0%	0.0%
Possibility of ceasing employment before vesting		0%	0%	0%	0%	0%	0%
Expectations of meeting performance criteria		100%	100%	100%	100%	100%	100%
Fair value per option (pence)		31.98	28.06	28.06	14.42	22.50	20.40

Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for grant dates up to 2016 and from the company's share price volatility from 2017.

Long-Term Incentive Plan ("LTIP")

LTIPs allow the grant of options to executive directors and senior management of the group, based on a predetermined aggregate Earnings per Share and Total Shareholder Return targets for three financial years. Options may be granted by either the board or the trustees of the Employee Benefit Trust. The vesting conditions are disclosed in the Directors Remuneration Report.

Date of grant	28 February 2025 no. of shares	Granted during the year no. of shares	Lapsed during the year no. of shares	Exercised during the year no. of shares	28 February 2026 no. of shares	Exercise price pence	Exercise period
28/06/18	147,944		(91,606)	(56,338)	-	1.00	28/06/21-28/06/28
03/10/18	46,045				46,045	1.00	03/10/21-03/10/28
30/04/19	225,728		(93,650)	(47,227)	84,851	1.00	30/04/22-30/04/29
13/07/21	-				-	1.00	13/07/24-13/07/31
01/03/22	890,337				890,337	1.00	01/03/25-01/03/32
01/07/22	14,289,056		(14,103,800)		185,256	1.00	01/07/25-01/07/32
26/08/25	-	13,488,799			13,488,799	0.00	26/08/25-26/08/35
	15,599,110	13,488,799	(14,289,056)	(103,565)	14,695,288

The LTIP options were valued using the Black-Scholes model. The inputs into the model were as follows:

Grant date	28/06/18	03/10/18	30/04/19	01/03/22	01/07/22		26/08/25
Share price at grant date	201.95	239.00	245.70	89.44	54.92		14.52
Exercise price	1.00	1.00	1.00	1.00	1.00		1.00
Number of employees	2	1	2	2	1		5
Shares under option	-	46,045	84,851	890,337	185,256		13,488,799
Vesting period (years)	3	3	3	1.5	1.5		0.5
Expected volatility	44.17%	43.37%	43.14%	54.08%	69.99%		57.68%
Option life (years)	10	10	10	10	10		10
Expected life (years)	3.50	3.50	3.50	1.80	3.50		1.50
Risk-free rate	0.723%	0.869%	0.787%	0.746%	1.653%		3.920%
Expected dividends expressed as a dividend yield	0%	0%	0%	0%	0%		0%
Possibility of ceasing employment before vesting	29%	27%	28%	0%	48%		100%
Expectations of meeting performance criteria	75%	75%	85%	100%	50%		0%
Fair value per option (pence)	200.97	238.03	244.73	88.45	53.98		14.43

Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for grant dates up to 2016 and from the company's share price volatility from 2017.

Share Incentive Plan ("SIP")

Under the terms of the SIP, the board or the trustees of the Employee Benefit Trust grant free shares to every employee under an HMRC-approved SIP. Awards must be held in trust for a period of at least three years after grant date and become exercisable at this date. There are no performance criteria.

Date of grant	28 February 2025 no. of shares	Granted during the year no. of shares	Lapsed during the year no. of shares	Exercised during the year no. of shares	28 February 2026 no. of shares	Exercise price pence	Exercise period
14/03/14	-	-	46,875	-	46,875	nil	14/03/17-14/03/24
19/06/15	93,932	-	-	(33,925)	60,007	nil	19/06/18-19/06/25
27/09/18	147,792	-	-	(52,028)	95,764	nil	27/09/21-27/09/28
25/07/19	231,139	-	(1,769)	(101,191)	128,180	nil	25/07/22-25/07/29
18/02/21	458,820	-	-	(231,878)	226,942	nil	18/02/24-18/02/31
13/01/22	2,584,977	-	(12,544)	(1,381,924)	1,190,509	nil	13/01/25-13/01/32
	3,516,660	-	32,563	(1,800,946)	1,748,277

The SIP options were valued using the Black-Scholes model. The inputs into the model were as follows:

Grant date	14/03/14	19/06/15	27/09/18	25/07/19	18/02/21	13/01/22
Share price at grant date	50.00	28.00	213.10	226.00	369.40	111.55
Exercise price	0.00	0.00	0.00	0.00	0.00	0.00
Number of employees	9	19	103	144	235	382
Shares under option	-	60,007	95,764	128,180	226,942	1,190,509
Vesting period (years)	3	3	3	3	3	3
Expected volatility	33.33%	35.89%	42.75%	41.77%	36.56%	36.56%
Option life (years)	10	10	10	10	10	10
Expected life (years)	3.00	3.00	3.50	3.50	3.50	3.50
Risk-free rate	0.976%	0.979%	0.883%	0.462%	0.004%	0.896%
Expected dividends expressed as a dividend yield	0%	0%	0%	0%	0%	0%
Possibility of ceasing employment before vesting	44%	31%	40%	38%	50%	50%
Expectations of meeting performance criteria	100%	100%	100%	100%	100%	100%
Fair value per option (pence)	50.00	28.00	213.10	226.00	369.40	111.55

Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period up to 2016 and from the company's share price volatility from 2017.

Save As You Earn (SAYE) scheme

Under the terms of the SAYE scheme, the board or the trustees of the Employee Benefit Trust grants options to purchase ordinary shares in the company to employees who enter into an HMRC-approved SAYE scheme for a term of three years. Options are granted at up to a 20% discount to the market price of the shares on the day preceding the date of offer and are exercisable for a period of six months after completion of the SAYE contract.

Date of grant	28 February 2025 no. of shares	Granted during the year no. of shares	Lapsed during the year no. of shares	Exercised during the year no. of shares	28 February 2026 no. of shares	Exercise price pence	Exercise period
03/11/20	-	-	-	-	-	-	03/11/23-03/05/24
01/12/21	119,461	-	(119,461)	-	-	154.58	01/12/24-01/06/25
07/11/22	9,422,280	-	(7,501,080)	-	1,921,200	30.00	07/11/25-07/05/26
01/12/23	5,514,547	-	(4,746,176)	(32,307)	736,064	25.00	01/12/26-01/06/27
01/12/24	5,307,982	-	(4,548,990)	(1,250)	757,742	33.00	01/12/27-01/06/28
01/12/25	-	16,792,846	(205,895)	-	16,586,951	9.75	01/12/27-01/06/28
	20,364,270	16,792,846	(17,121,602)	(33,557)	20,001,957

The SAYE options were valued using the Black-Scholes model. The inputs into the model were as follows:

Grant date	03/11/20	01/12/21	07/11/22	01/12/23	01/12/24	01/12/25
Share price at grant date	272.95	165.20	45.20	32.01	24.00	21.82
Exercise price	268.96	154.58	30.00	25.00	33.00	9.75
Number of employees	-	-	70	38	55	200
Shares under option	-	-	1,921,200	736,064	757,742	16,259,393
Vesting period (years)	3	3	3	3	3	3
Expected volatility	36.56%	36.56%	78.50%	54.57%	41.60%	59,86%
Option life (years)	3.50	3.50	3.50	3.50	3.50	3.5
Expected life (years)	3	3	3	3	3	3
Risk-free rate	0.075%	0.592%	3.275%	4.225%	3.984%	3.763%
Expected dividends expressed as a dividend yield	0%	0%	0%	0%	0%	0%
Possibility of ceasing employment before vesting	99%	97%	60%	50%	63%	0%
Expectations of meeting performance criteria	100%	100%	100%	100%	100%	100%
Fair value per option (pence)	69.56	46.39	28.27	15.51	5.12	14.47

Expected volatility was based on using a historical volatility calculator with reference to the share price of competitors over a three-year period for grant dates up to 2016 and from the company's share price volatility from 2017.

31              Capital commitments

Capital expenditure contracted for at the end of the reporting year, but not yet incurred, is as follows.

	2026	2025
	£ million	£ million
Property, plant and equipment of warehousing facilities	-	1.8

32                Contingent liabilities

From time to time, the group can be subject to various legal proceedings and claims that arise in the ordinary course of business, which may include cases relating to the group's brand and trading name. All such cases brought against the group are robustly defended and a liability is recorded only when it is probable that the case will result in a future economic outflow and that the outflow can be reliably measured.

33         Post balance sheet events

Subsequent to the reporting date, the group completed the disposal of Units 1 and 3 of the Burnley property in April 2026 for total proceeds of £5.0m. These disposals form part of the ongoing strategy to realise value from the site following its classification as held for sale. No further adjustments have been made to the carrying value of the remaining assets as a result of these transactions, as the sales are considered to be consistent with previously assessed market values.

Subsequent to the reporting date, the group completed the sublease of its surplus distribution centre in Elizabethtown, Pennsylvania to ID Logistics for the remaining c.8.5 years of the lease term, with the sub-tenant expected to take occupation on 1 August 2026. The sublease secures average annual rental income of $9.5m (£7.1m) and materially reduces the group's future cash obligations in respect of the facility.

As a non-adjusting event, no amounts have been recognised in these financial statements in respect of this transaction, which is expected to result in a non-cash exceptional credit of approximately £40m, arising on recognition of an asset for the future sublease payments, which will be reflected in the group's results for the first half of FY27.

 

END