FRANCHISE BRANDS PLC — Earnings Release 2025

Mar 25, 2026

National Storage Mechanism | Additional information

RNS Number : 9834X

Franchise Brands PLC

25 March 2026

25 March 2026

FRANCHISE BRANDS PLC

("Franchise Brands", the "Group" or the "Company")

Final results for the year ended 31 December 2025

A resilient, cash generative, profitable performance enabling strengthening of the balance sheet, investment in growth and shareholder returns

Franchise Brands plc (AIM: FRAN), an international multi-brand franchise business, is pleased to announce its audited results for the year ended 31 December 2025.

Financial highlights

·    System sales increased by 2% to £435.0m (2024: £425.6m)1.

·    Statutory revenue increased by 2% to £142.2m (2024: £139.2m).

·    Adjusted EBITDA2 of £35.2m (2024: £35.1m).

·    Adjusted profit before tax increased 12% to £23.9m (2024: £21.3m). Profit before tax increased 38% to £12.7m (2024: £9.2m).

·    Adjusted EPS3 increased by 5% to 9.00p (2024: 8.59p). Basic EPS increased by 23% to 4.67p (2024: 3.78p).

·    Adjusted net debt4 reduced to £55.6m at 31 December 2025, (31 December 2024: £65.1m), representing leverage of 1.6x5 (31 December 2024: 1.9x).

·    Interest charge reduced by 25% to £5.6m (2024: £7.4m) due to debt repayments, reductions in the base rate and reduced margin and cost.

·    Cash conversion6 increased to 98% (2024: 94%), demonstrating the strong cash generation of the Group's franchise businesses.

·    Final dividend of 1.35p per share proposed (2024: 1.3p) giving a total dividend for the year of 2.5p per share (2025: 2.4p), an increase of 4%.

Operational highlights

A resilient performance reflecting the essential nature of the majority of the Group's services, and the benefits of international, sector and service diversification amid challenging macro conditions.

·    Underlying demand for non-discretionary services combined with sector diversification, service expansion and increase in planned and higher value work enabled Pirtek Europe and Water & Waste Services to marginally increase System sales.

·    Filta International performed strongly and gained good traction with the FiltaMax strategic growth initiative. System sales increased by 13% and Adjusted EBITDA by 21% (in local currency).

·    Willow Pumps also performed strongly with Adjusted EBITDA increasing 15% as the Special Projects Division becomes established.

·    Significant progress with One Franchise Brands initiatives to diversify sectors, sell more services to existing customers and drive greater efficiency through the Group-wide platform of systems. Finance system and CRM are now live.

·    Standardisation of data and systems will provide a strong platform for deploying AI at scale, with clear opportunities to automate processes, enhance labour productivity.

·    Following Board review, confirmation of no current intention to seek a transfer of the Company's listing to the Main Market.

Outlook

·    Early 2026 trading has continued to be varied with a continued strong performance at Filta International. In Europe, volumes continued to be subdued, affected in part by the more severe winter weather in the early part of the year and continued macro-economic uncertainty.

·    Deleveraging progress and confidence in the Group's prospects reflected in intention to launch a share buy-back programme of up to £10m.

·    Capital allocation decisions will continue to balance deleveraging, maintaining a progressive dividend policy and investing in organic expansion, with deleveraging remaining a key strategic priority, supported by robust cash flow generation.

·    Board is actively reviewing the strategic fit of businesses that do not support the considerable medium-term potential of our key B2B franchise networks, with any disposal proceeds to be used to accelerate deleveraging.

·    The Board continues to expect a full year performance within the current range of analyst forecasts7.

·    Initiatives to expand revenue streams, develop Group-wide sales and drive efficiency across the Group position it well for an improvement in its markets, including anticipated infrastructure investment in Germany and the UK.

1 System sales in 2024 have been restated to be consistent with the treatment in 2025.

2 Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, exchange differences, share-based payment expense and non-recurring items.

3Adjusted EPS is earnings per share before amortisation of acquired intangibles, share-based payment expense, and non-recurring items.

4Adjusted net debt is the key debt measure used for testing bank covenants and excludes debt of £9.7m on right-of-use assets.

5Leverage is calculated using Adjusted net debt at 31 December 2025 of £55.6m and Adjusted EBITDA for the financial year ended 31 December 2025 of £35.2m.

6 Cash conversion is the percentage of adjusted EBITDA converted to adjusted cash from operating activities

7Current market expectations of Adjusted EBITDA for the financial year ending 31 December 2026 are £35.3m to £38.0m.

Stephen Hemsley, Executive Chairman, commented:

"The Group delivered a creditable, resilient performance in 2025, achieving increased System sales and cash generative, earnings growth. This reflects the demand for our largely non-discretionary services. Our balanced international portfolio and the significant progress made in sector diversification has more than offset challenging conditions in certain European sectors.

"We have made significant progress with the implementation of our One Franchise Brands strategic initiative, which is expanding our revenue streams and enhancing efficiency across the Group.  These initiatives strengthen our position for an improvement in our markets, including the anticipated infrastructure investment in Germany and the UK, as we accelerate the integration of the Group's businesses, drive operational gearing and deleverage. While we are mindful of the geopolitical backdrop, the Board continues to expect a full year performance within the current range of analyst forecasts."

Enquiries:

Franchise Brands plc	+ 44 (0) 1625 813231
Stephen Hemsley, Executive Chairman Peter Molloy, CEO
Andrew Mallows, CFO
Julia Choudhury, Corporate Development Director
Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)	+44 (0) 20 7710 7600
Matthew Blawat
Jason Grossman
Allenby Capital Limited (Joint Broker)	+44 (0) 20 3328 5656
Jeremy Porter / Ashur Joseph (Corporate Finance)
Amrit Nahal / Joscelin Pinnington (Sales & Corporate Broking)
Dowgate Capital Limited (Singer Capital Markets) (Joint Broker)	+44 (0) 20 7496 3000
James Serjeant
Paul Richards Amber Higgs
MHP Group (Financial PR)	+44 (0) 20 3128 8100
Katie Hunt / Hugo Harris	+44 (0) 7884 494112
	[email protected]

About Franchise Brands plc

Franchise Brands (FTSE AIM UK 50) is an international, multi-brand franchisor focused on B2B van-based service with seven franchise brands and a presence in 10 countries across the UK, North America and Europe. The Group is focused on building market-leading businesses primarily via a franchise platform model and has a combined network of nearly 600 franchise partners.

The Company owns several market-leading brands with long trading histories, including Pirtek in Europe, Filta, Metro Rod and Metro Plumb, all of which benefit from the Group's central support services, particularly technology, marketing, and finance. At the heart of Franchise Brands' business-building strategy is helping its franchisees grow their businesses: "as they grow, we grow".

Franchise Brands employs just over 600 people across the Group and there are over 3,000 people employed in the franchise community.

For further information, visit www.franchisebrands.co.uk

CHAIRMAN'S STATEMENT

The Group delivered a resilient performance in 2025, as the benefits of some of our One Franchise Brands' initiatives started to be realised, mitigating challenging macroeconomic conditions in certain European sectors. The Group also benefited from the essential nature of the majority of its services and its international diversification across its portfolio of market-leading franchise brands, with Filta International in the US performing strongly. The Group's robust cash generation continues to support the planned deleveraging alongside ongoing investment for growth and shareholder returns.

The integration of the Group to establish a platform of efficient group-wide systems continues to progress well. The One Franchise Brands strategic initiative is achieving its objectives of broadening and deepening our customer base, increasing sector diversification, and establishing a more efficient overhead structure. We have made good progress on the rollout of the Group-wide technology initiatives with the finance system and CRM now live and in use across the majority of businesses. The works management system for Pirtek continues to be developed and will be rolled out during 2026 to synchronise with the end of contracts on the legacy systems. The Group's clear strategic focus remains to accelerate the pace of integration, drive operational gearing and deleverage.

Capital allocation

Capital allocation decisions will balance deleveraging, maintaining a progressive dividend policy and investment in the organic expansion of the Group. As debt reduces, we will also consider purchasing our own shares when this covers share option dilution and enhances earnings per share.

As previously stated, the Board does not anticipate making any further significant acquisitions until the outstanding debt is substantially repaid and the integration of the existing group is complete, with the benefits of integration being delivered. As part of our ongoing review of capital allocation and, given the considerable medium-term potential of our key B2B franchise networks, we are now actively reviewing the strategic fit of businesses that no longer support the growth of the B2B franchise channels and/or are unlikely to deliver shareholder value in an acceptable timeframe.  The Board is, therefore, considering the sale of certain businesses and capital generated through such disposals will be applied to accelerate debt repayment.

In the January trading update, the Company announced its intention to launch a new share buy-back programme of up to £10m, subject to obtaining certain consents. This programme will replace the previous £5m programme, announced in October 2024, of which circa £2.6m had been invested. In keeping with our overriding objective of deleveraging, the use of the new facility will continue to be used opportunistically to buy shares into the EBT to cover future option dilution and to purchase shares for treasury or cancellation where this is earnings-enhancing, and it is considered the best use of capital.

Trading venue

In line with the Company's statements in October 2024 and August last year, the Board has continued to assess the most appropriate market for the Company's shares. The Board has valued the feedback received from shareholders and has seen sustained institutional interest in the Company within the AIM market.

Taking these factors into account and balancing the potential benefits of a move against the additional demands and costs associated with a Main Market listing, the Board has concluded that remaining on AIM is currently in the best interests of shareholders. We, therefore, now confirm that we have no current intention to seek a transfer to the Main Market.

Outlook

Global macro conditions remain uncertain, but our business continues to demonstrate strong underlying resilience. Our focus on essential, non‑discretionary services - delivered across ten countries and approximately 1.5 million jobs a year - and strong customer retention provides a highly diversified, stable foundation even in a volatile environment.

Early 2026 trading has continued to be varied with a continued strong performance in the US, with Filta International benefitting from a strong Used Cooking Oil ("UCO") price and our shift to royalty‑based income. In Europe, volumes continued to be subdued, affected in part by the more severe winter weather in the early part of the year and continued macro-economic uncertainty.

While mindful of the geopolitical backdrop, we believe current System sales expectations continue to be realistic with room for improvement, and the accelerated integration of the Group gives us confidence in our cost control. On this basis, the Board continues to expect a full year performance for the year ending 31 December 2026 within the current range of analyst forecasts.

Initiatives to expand revenues across a more diversified customer base, sell more services to existing customers and enhance the quality of earnings and efficiency across the Group position it well for an improvement in its markets, including anticipated infrastructure investment in Germany and the UK.

Conclusion

In many of my recent Chairman's statements, I have referenced challenging trading conditions, and unfortunately that was also the backdrop to 2025. However, I believe we delivered a creditable performance, and this was entirely due to the determination, flexibility and sheer hard work of our franchise partners and corporate teams. As ever, my heartfelt thanks to them all.

Stephen Hemsley

Executive Chairman

OPERATIONAL REVIEW

The focus of the Operational Review is the financial and business performance from System sales to Adjusted EBITDA. The Group's divisional trading results may be summarised as follows:

		Water & Waste	Filta			Inter-company
	Pirtek	Services	Int'l	B2C	Azura	elimination	2025
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
System sales	193,470	110,521	107,515	24,503	386	(1,410)	434,985
Statutory revenue	63,978	45,323	30,516	5,338	386	(3,389)	142,152
Cost of sales	(22,159)	(18,882)	(18,908)	(786)	-	3,341	(57,394)
Gross profit	41,819	26,441	11,608	4,552	386	(48)	84,758
GM%	65%	58%	38%	85%	100%	1%	60%
Administrative expenses	(22,624)	(14,604)	(4,580)	(2,601)	(730)	48	(45,091)
Divisional EBITDA	19,195	11,837	7,028	1,951	(344)	-	39,667
Group Overheads	-	-	-	-	-	-	(4,422)
Adjusted EBITDA	-	-	-	-	-	-	35,245
Adjusted EBITDA/System sales							8.1%

	Pirtek	Water & Waste	Filta			Inter-company
		Services	Int'l	B2C	Azura	elimination	2024
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
System sales	190,984	110,270	97,826	25,972	808	(285)	425,575
Statutory revenue	63,913	46,054	25,597	5,752	808	(2,918)	139,206
Cost of sales	(22,010)	(19,661)	(15,691)	(1,001)	(0)	2,476	(55,887)
Gross profit	41,903	26,393	9,906	4,751	808	(442)	83,319
GM%	66%	57%	39%	83%	100%	15%	60%
Administrative expenses	(21,978)	(15,282)	(3,913)	(2,546)	(764)	442	(44,041)
Divisional EBITDA	19,925	11,111	5,993	2,205	44	-	39,278
Group Overheads	-	-	-	-	-	-	(4,157)
Adjusted EBITDA	-	-	-	-	-	-	35,121
Adjusted EBITDA/System sales							8.3%

System sales are a primary Key Performance Indicator ("KPI") of the Group and are considered a valuable indicator of Group performance as it allows total sales to end customers to be visible on a comparable basis across all Group businesses. System sales comprise the underlying sales of the Group's franchise partners and the statutory revenue of the Direct Labour Organisations ("DLOs"). In 2025, System sales increased by 2% to £435.0m (2024: £425.6m). 2024 System sales were restated to £425.6m from £418.5m as certain Pirtek DLO operations were not included in System sales disclosures in the prior year.

Statutory revenue increased by 2.1% to £142.2m (2024: £139.2m). Statutory revenue comprises many different types of revenue calculated on different bases and is not a KPI used in the operational management of the Group.

Administrative expenses were well controlled and increased by 2%. Adjusted EBITDA, which is the main KPI of the business, increased by 0.4% to £35.2m (2024: £35.1m). Operational gearing (Adjusted EBITDA/System sales) reduced marginally to 8.1% (2024: 8.3%).

Pirtek Europe

Pirtek operates in eight European countries: the UK & Ireland, Germany & Austria, the Netherlands & Belgium (Benelux) France and Sweden. In the major markets of the UK & Ireland, Germany & Austria, and Benelux, the business is mostly franchised, whereas the operations in France and Sweden are corporately operated. The franchised operations account for 91% of Pirtek's System sales and 97% of Adjusted EBITDA.

The sterling results for Pirtek Europe in 2025 may be summarised as follows:

Pirtek	2025	2024	Change
	£'000	£'000	%
System sales	193,470	190,984	1%
Statutory revenue	63,978	63,913	0%
Cost of sales	(22,159	(22,010)	1%
Gross profit	41,819	41,903	(0%)
GM%	65%	66%	(0%)
Administrative expenses	(22,624)	(21,978)	3%
Adjusted EBITDA	19,195	19,925	(4%)
Adjusted EBITDA/System sales	9.9%	10.4%

The Pirtek Europe division generated total System sales of £193.5m, an increase of 1% (2024: £191.0m). Reactive sales held up well as a result of the successful diversification of the sectors serviced, mitigating project work and other discretionary spending which continued to be subdued. We consider the System sales growth achieved by Germany & Austria, our second largest market, creditable given the demanding macro-economic environment. The UK construction and plant hire sector remained challenging during the year, and this impacted System sales for the UK & Ireland.

System sales	2025 £'000	2024 £'000	Change %
UK & Ireland	82,741	83,201	(1%)
Germany & Austria	69,990	67,287	4%
Benelux	30,431	30,027	1%
France	7,906	7,779	2%
Sweden	2,402	2,690	(11%)
Total	193,470	190,984	1%

The underlying local currency System sales growth may be analysed as follows:

System sales Local currency	2025 '000	2024 '000	Change %
UK & Ireland GBP	82,741	83,201	(1%)
Germany & Austria €	81,715	79,618	3%
Benelux €	35,547	35,534	0%
France €	9,225	9,201	0%
Sweden SEK	30,940	36,482	(15%)

UK & Ireland's System sales (which accounted for 43% of total System sales) declined modestly. Reactive job numbers held up, but the average order value ("AOV") reduced slightly, reflecting softness in the market for small projects. The strategic targeting of growth sectors, including rail, mining & quarrying and public services, all of which experienced double-digit System sales growth, provided some mitigation for the 3% decline in construction and plant hire. The business demonstrated a high level of resilience in terms of customer retention of national accounts. Good progress was also made to expand the range of services into ram and cylinder repairs, Total Hose Management ("THM"), air conditioning re-gassing and environmental treatment for oil spills.

Germany & Austria's System sales (which accounted for 36% of total System sales) increased by 3% in local currency. Against the backdrop of a challenging manufacturing environment, the business successfully targeted under-represented sectors. System sales in the industrial services sector increased 9%, driven by Total Hose Management work ("THM").  Other sectors which experienced good levels of growth were: rail, as a result of the overhaul and expansion of the German rail network (up 8%); infrastructure-related construction work, such as pipelines and roads (up 7%); and waste and recycling (up 4%). System sales in Maritime, a smaller sector, increased 9%. System sales in Manufacturing, the second largest sector in Germany & Austria, decreased 4%. The business saw a significant increase in sales for additional hydraulic services, such as repair of pressure and hydraulic accumulators, cylinder repairs, piping, and oil filtration (up 22%). THM grew 5% and accounted for 19% of total System sales in Germany & Austria.

System sales in Benelux (which accounted for 16% of System sales) were flat in local currency. The business benefited from an increase in construction-related infrastructure projects, up 6%. Double-digit growth was achieved in the waste management and agricultural sectors. The strategic targeting of growth sectors helped provide some mitigation for continued weakness in the core construction and plant hire, and heavy industrial sectors. The business demonstrated a high level of resilience in terms of customer retention.  It also further expanded its range of services with more customers taking THM and preventative maintenance services, which grew by 6%.

The performance of the non-franchised, DLO operations in France and Sweden (which accounted for a combined 5% of System sales) remains challenging. System sales in France were flat against a stronger comparative in 2024, driven by the Paris Olympics. The Swedish economy remains challenging with core construction and plant hire sectors experiencing a further contraction, and this contributed to a decline in overall System sales of 15%.

Adjusted EBITDA on a country basis may be summarised as follows:

Adjusted EBITDA £	2025 Actual £000s	2024 Actual £000s	Change %
UK	9,937	10,098	(2%)
Germany & Austria	6,251	6,212	1%
Benelux	3,786	3,942	(4%)
France	17	177	(90%)
Sweden	(18)	313	-
Division overheads	(778)	(817)	(5%)
Total	19,195	19,925	(4%)

Adjusted EBITDA decreased 4% to £19.2m (2024: £19.9m), which is a disappointing performance, albeit in challenging market conditions. The ratio of Adjusted EBITDA to System sales decreased from 10.4% to 9.9% as a result of the 3% growth in administrative expenses and 1% System sales growth.

The underlying performance of each country, in local currency can be analysed as follows:

Adjusted EBITDA Local Currencies	2025 Actual '000	2024 Actual '000	Change %
UK GBP	9,937	10,098	(2%)
Germany & Austria €	7,284	7,341	(1%)
Benelux €	4,427	4,666	(5%)
France €	13	206	(94%)
Sweden SEK	(203)	4,240	(105%)
Group overheads GBP	(778)	(817)	(5%)

The performance of Germany & Austria is considered creditable against a very challenging macro-economic environment in 2025 and positions the business well for 2026. The UK and Benelux businesses experienced modest declines in Adjusted EBITDA.

Administrative expenses for the Pirtek division were well controlled and increased by 3% to £22.6m (2024: £22.0m). These increases were across all Pirtek businesses with the biggest impact being in the UK and Germany where additional investment was allocated for Group-wide IT initiatives. As a result of continued Group integration, divisional overheads reduced 5%.

Water and Waste Services division

	Metro Rod	Willow Pumps		Filta UK	2025	Metro Rod	Willow Pumps	Filta UK	2024		Change	Change
	£'000	£'000		£'000	£'000	£'000	£'000	£'000	£'000		£'000	%
System sales	79,444	19,212		11,865	110,521	79,410	18,296	12,564	110,270		251	0%
Statutory revenue	18,443	19,212		7,668	45,323	18,408	18,296	9,350	46,054		(731)	(2%)
Cost of sales	(2,086)	(12,654)		(4,142)	(18,882)	(2,353)	(11,911)	(5,397)	(19,661)		779	(4%)
Gross profit	16,357	6,558		3,526	26,441	16,055	6,385	3,953	26,393		48	0%
GM%	89%	34%		46%	58%	87%	35%	42%	57%		1%	2%
Administrative expenses	(8,604)	(4,301)		(1,699)	(14,604)	(8,023)	(4,424)	(2,835)	(15,282)		678	(4%)
Adjusted EBITDA	7,753	2,257		1,827	11,837	8,032	1,961	1,118	11,111		726	7%

The Water & Waste Services division continues to become more integrated and grow its franchise focus by expanding its franchise networks and reducing its DLO operations.

Metro Rod

	2025	2024	Change	Change
	£'000	£'000	£'000	%
System sales	79,444	79,410	34	0%
Statutory revenue	18,443	18,408	35	0%
Cost of sales	(2,086)	(2,353)	267	(11%)
Gross profit	16,357	16,055	302	2%
GM%	89%	87%	1%	2%
Administrative expenses	(8,604)	(8,023)	(581)	7%
Adjusted EBITDA	7,753	8,032	(279)	(3%)

Metro Rod includes Metro Plumb and Kemac. Metro Rod System sales were flat at £79.4m (2024: £79.4m). While the number of jobs carried out reduced by 10%, the AOV increased 9% as part of a targeted move to higher quality work. Gross profit increased 2% as a result of a 2% improvement in the gross profit percentage to 89% (2024: 87%) reflecting the franchising of the DLO in North Scotland. Tanker sales increased 7% and pump sales 9%, and together account for 24% of Metro Rod System sales (2024: 22%).

The business made good progress in sector diversification targeting housing associations, food manufacturing and transportation, and in developing planned work which increased 7%. Administrative expenses increased by 7% primarily as a result of reallocated central IT support charges, which are now charged on a usage basis which added £0.4m to this cost. Adjusted EBITDA reduced modestly to £7.8m (2024: £8.0m) as a result.

Metro Plumb System sales declined by 4% (2024: 14%). This was largely due to a large national account moving to self-deliver a large proportion of their work. Franchisees continued to expand their service offerings to include gas and air-source heat pumps.

Willow Pumps

	2025	2024	Change	Change
	£'000	£'000	£'000	%
Statutory revenue	19,212	18,296	916	5%
Cost of sales	(12,654)	(11,911)	(743)	6%
Gross profit	6,558	6,385	173	3%
GM%	34%	35%	(1%)	(2%)
Administrative expenses	(4,301)	(4,424)	123	(3%)
Adjusted EBITDA	2,257	1,961	296	15%

Willow Pumps performed strongly in 2025 with statutory revenue increasing by 5% to £19.2m (2024: £18.3m). The business benefited from the growing maturity of its Special Projects division, introduced in 2024, which has now been fully embedded into the business. This has enabled the diversification of the service offering to include large and complex infrastructure projects.

The more traditional parts of the business also performed well with a growth in Service revenue and contracted planned maintenance. The business also benefited from the transfer of pump work from Filta Pumps to ensure the most economical divisional method of delivery and an improved customer experience.

Gross margin reduced slightly, primarily due to a change in the way in which margin is recognised on longer-term contracts. Overheads decreased by 3% as a result of the elimination of Metro Rod Exeter overheads, which Willow Pumps had operated corporately. As a result, Adjusted EBITDA increased 15% to £2.3m (2024: £2.0m).

Filta UK

	2025	2024	Change	Change
	£'000	£'000	£'000	%
System sales	11,865	12,564	(699)	(6%)
Statutory revenue	7,668	9,350	(1,682)	(18%)
Cost of sales	(4,142)	(5,397)	1,255	(23%)
Gross profit	3,526	3,953	(427)	(11%)
GM%	46%	42%	4%	9%
Administrative expenses	(1,699)	(2,835)	1,136	(40%)
Adjusted EBITDA	1,827	1,118	709	63%

Filta UK comprises the Filta Environmental franchise network, the Filta Seal DLO and some remaining Fats, Oil and Grease ("FOG") installation work undertaken by direct labour.  

In line with the Group's ambition to reduce DLO work where possible, all FOG servicing work and approximately half of the installation work has been transferred to franchise partners. As only the Management Service Fee ("MSF") paid by franchise partners is recognised in Statutory revenue this metric has declined year-on-year. All pump work has also been transferred to Willow Pumps, but is still invoiced from Filta at a zero margin. As a result, the double counting of the System sales in both businesses is eliminated in the consolidation.

System sales at Filta declined 6% to £11.9m (2024: £12.6m), driven by a reduction in FOG installations due to the slowdown in a large national account roll-out programme and reduced discretionary spending with Filta Seal.

As a result of these developments, Filta UK has become increasingly integrated within the Water & Waste Services division, which has enabled transactional finance to move to the Metro Rod Support Centre. This allowed the sale of a freehold property previously used by the Filta team which generated a profit of £0.6m. Overall, these efficiencies resulted in a 40% decrease in administrative expenses and a 63% increase in Adjusted EBITDA. Even excluding the profit on the sale of the freehold property, underlying Adjusted EBITDA increased by 14%.

Filta International

	US Franchisor	US DLO	Europe	2025	North America	Europe	2024	Change	Change
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	%
System sales	103,107	991	3,417	107,515	94,446	3,380	97,826	9,689	10%
Statutory revenue	29,255	917	344	30,516	25,029	568	25,597	4,919	19%
Cost of sales	(18,142)	(671)	(95)	(18,908)	(15,419)	(272)	(15,691)	(3,217)	21%
Gross profit	11,113	246	249	11,608	9,610	296	9,906	1,702	17%
GM%	38%	27%	72%	38%	38%	52%	39%	(1%)	(2%)
Administrative expenses	(4,048)	(255)	(277)	(4,580)	(3,601)	(312)	(3,913)	(667)	17%
Adjusted EBITDA	7,065	(9)	(28)	7,028	6,009	(16)	5,993	1,035	17%

Filta International comprises the Filta franchise networks in North America and Europe. During the year, following the cessation of a franchise agreement in respect of three territories in Kentucky and Indiana, the Support Centre assumed management of two of these operations, and one was immediately assumed by another franchise partner. The remaining two territories are now reported as a DLO, of which one has subsequently been sold.

System sales in North America increased by 9% to £103.1m (2024: £94.4m) and by 13% in local currency to $136.1m (2024: $120.9m), benefiting from a supportive macro-environment. Excluding the revenue from the sale of used cooking oil ("UCO"), underlying Systems sales grew by 7% to £85.3m (2024: £79.6m) and in local currency by 11% to $112.6m (2024: $101.9m).

Good traction continues to be made with the FiltaMax strategic growth initiative in the 55 metro markets, where the range of services is being expanded and franchise partners are being upgraded. The business experienced continued momentum in growing the royalty-based FiltaGold and FiltaClean services, which now account for 23% of System sales (2024: 20%).

Good progress is also being made in converting the franchise partners onto a royalty-only model and away from the historic fixed monthly fee on each Mobile Filtration Unit ("MFU"). 45% of franchise partners are now on a percentage-based royalty and approximately 68% of System sales are now subject to a royalty.

Sales of UCO in 2025 increased by 20% to £17.8m (2024: £14.8m) and by 24% in local currency to $23.5m (2024: $19.0m). This resulted from a rise in the price of UCO of 12% in local currency and an 11% increase in volume.

Administrative expenses in the US franchisor increased by 12%, primarily due to an increase in professional fees related to the departure of a franchisee and the creation of the DLO referred to above. Adjusted EBITDA of the US franchisor grew by 17.6% to £7.1m (2024: £6.0m), and on a local currency basis by 21% to $9.3m (2024: $7.7m).

Filta Europe was sold to a master franchisee at the end of Q1 2025 and System sales are those achieved by the master franchisee in the territory and revenue represents our MSF.

B2C division

	2025	2024	Change	Change
	£'000	£'000	£'000	%
System sales	24,503	25,972	(1,469)	(6%)
Statutory revenue	5,338	5,752	(414)	(7%)
Cost of sales	(786)	(1,001)	215	(22%)
Gross profit	4,552	4,751	(199)	(4%)
GM%	85%	83%	3%	3%
Administrative expenses	(2,601)	(2,546)	(55)	2%
Adjusted EBITDA	1,951	2,205	(254)	(12%)

The B2C division includes ChipsAway, Ovenclean, and Barking Mad B2C brands. Its income is derived primarily from monthly fees paid by franchisees for using the brands and from the fees generated on recruiting new franchisees.

2025 remained challenging for franchisee recruitment and retention. 21 new franchisees were recruited (2024: 24), and 50 franchisees left the system (2024: 53), resulting in a net decline of 29 franchisees (2024: 29). As a result, the total number of franchisees reduced by 29 to 269 (2024: 298).

Gross profit declined by 4% due to lower monthly fee income on the reduced franchise base and the lower income from franchise recruitment. Strict cost control resulted in an increase in administrative expenses of only 2%. As a result Adjusted EBITDA declined by 12% to £2.0m (2024: £2.2m).

Azura

	2025	2024	Change	Change
	£'000	£'000	£'000	%
System sales	386	808	(422)	(52%)
Statutory revenue	386	808	(422)	(52%)
Cost of sales	-	-	-	0%
Gross profit	386	808	(422)	(52%)
GM%	100%	100%	0%	0%
Administrative expenses	(730)	(764)	34	(4%)
Adjusted EBITDA	(344)	44	(388)	(882%)

Statutory revenue is comprised of third-party income of £0.4m (2024: £0.4m) and charges to Group companies of £0.0m (2024: £0.4m). The Azura resources are currently focused on supporting the development and rollout of the One Works Management system to the Pirtek businesses.  When completed, Azura will generate revenues which were previously paid to third-party software providers, and the capitalised cost will be amortised. Throughout the year the charges to Group companies were temporarily suspended during ongoing development work.  

One Franchise Brands

The One Franchise Brands strategic initiative has enabled the Group to develop sales opportunities across its businesses by sharing knowledge and expertise and working more smartly. This has reduced sector dependency and increased diversification. This initiative has also deepened and broadened customer relationships by providing a wider range of services.  

Good progress was made establishing a platform of efficient Group-wide systems which can drive greater efficiency. The Group-wide finance system (NetSuite) has been deployed and is live across the majority of the Group and will facilitate process improvements and efficiencies. The Group is already benefiting from improved speed and quality of reporting.

The Group-wide CRM (HubSpot), the development of which was brought forward into 2025 from a planned roll-out in 2026, has now been rolled out to all major businesses. Once fully integrated, this system will provide both the Group and our franchise partners with actionable, real-time insights to enable sales growth to accelerate. 

The Vision works management system is being rolled out to Pirtek on a phased basis to avoid dual running costs with legacy systems and to ensure functionality is optimised in each market. The rollout will be complete in 2026. In the meantime, the enhanced functionality the team at Azura has developed for Pirtek is being rolled out at Metro Rod.

The technology and data standardisation of the Group's integrated systems provides a platform for the application of Artificial Intelligence at scale. As the IT strategy evolves, AI will become increasingly central. The current investment is focused in two main areas: generative AI and agentic AI.

In generative AI, the focus is on generating new content for diverse use cases, from creating marketing materials to developing software code. For example, AI is being used to build software that automates repetitive processes and enhances the efficiency and productivity of the Group's people. Azura has also generated AI software tests that are able to validate their own application software, resulting in faster time to market and higher quality functionality.

In agentic AI, the focus is on building digital agents to augment and scale the Group's teams. These digital agents will operate and further enhance current processes, increasing productivity and availability by operating at speed, learning continuously, and executing workflows precisely and at scale. The agents are being tested at the front end of the process to speed up job logging and acceptance, with the aim of deploying digital agents across a wider range of the Group's processes to further enhance productivity.

The Group sees significant future potential to deploy AI to help drive monitoring and predictive maintenance, providing customers with early alerts to breakdown or when maintenance is required. Intelligent scheduling and route optimisation are also being developed, which will help with demand forecasting, dynamic dispatch and real-time updates.

Peter Molloy

CEO

FINANCIAL REVIEW

Summary statement of income

	2025	2024	Change	Change
	£'000	£'000	£'000	%
System sales*	434,985	425,575	9,410	2%
Statutory revenue	142,152	139,206	2,946	2%
Cost of sales	(57,394)	(55,887)	(1,507)	3%
Gross profit	84,758	83,319	1,439	2%
Administrative expenses	(49,513)	(48,198)	(1,315)	3%
Adjusted EBITDA	35,245	35,121	124	0%
Depreciation & amortisation of software	(6,146)	(6,072)	(74)	1%
Finance expense	(5,558)	(7,378)	1,820	(25%)
Foreign exchange	349	(386)	735	-
Adjusted profit before tax	23,890	21,285	2,605	12%
Tax expense	(6,574)	(4,743)	(1,831)	39%
Adjusted profit after tax	17,316	16,542	774	5%
Amortisation of acquired intangibles	(10,296)	(10,156)	(140)
Share-based payment expense	(874)	(1,480)	606
Non-recurring items	-	(444)	444
Tax on adjusting items	2,831	2,822	9
Statutory profit	8,977	7,284	1,693	23%
Total Profit and Other Comprehensive Income	8,498	7,633	865	11%

*Restated to reflect 2024 year-end restatement as detailed in note 1 of the 2024 Annual Report

Adjusted EBITDA increased by 0.2% to £35.2m (2024: £35.1m) primarily as a result of modest growth in System sales being offset by cost of sales and overhead increases of 3% each.

Depreciation and amortisation of software decreased by 1% to £6.1m (2024: £6.1m) demonstrating the capital light nature of the Group's substantially franchised business.

The finance expense decreased by 25% to £5.6m (2024: £7.4m) due to debt repayments and reductions in the base rate. The Group also took proactive steps to reduce the cost of its banking facilities. The Group entered into a UK pooling arrangement with its primary lender (HSBC) to allow it to offset cash balances which previously attracted no interest. The Group subsequently entered into an agreement with HSBC to provide the whole debt facility, which reduced both the interest margin and the administrative costs of the previous syndicate of four lenders.

The average interest rate payable in 2025 reduced to 6.4% (2024: 7.6%). The interest margin at the start of 2025 was 2.5% but following both the reduction in leverage ratio and our renegotiated margin, the interest margin had reduced to 1.7% by the end of the year.

Foreign exchange differences reflect the realised and unrealised gains or losses primarily associated with internal and external debt funding arrangements for both the Pirtek acquisition and the Pirtek intercompany loans.

The overall effective tax rate increased to 29.4% (2024: 20.9%) as a result of higher tax rates in the US and in overseas operations.  The prior year also included a credit related to a prior over-provision and the recognition of a deferred tax asset.

Statutory profit after tax rose by 23% to £9.0m (2024: £7.3m).

Earnings per share

The Adjusted and basic EPS are shown in the table below:

	2025	EPS		2024	EPS		Change	Change
	£'000	p		£'000	p		p	%
Adjusted profit after tax	17,316	9.00		16,542	8.59		0.41	4.8%
Amortisation of acquired intangibles	(10,296)	(5.35)		(10,156)	(5.28)		(0.07)	1.3%
Share based payment	(874)	(0.45)		(1,480)	(0.77)		0.32	(41.6%)
Non-recurring costs	-	-		(444)	(0.23)		0.23	(100.0%)
Tax on adjusting items	2,831	1.47		2,822	1.47		0.00	0.0%
Statutory profit after tax	8,977	4.67		7,284	3.78		0.89	23.4%

The total number of Ordinary Shares in issue on 31 December 2025 and 31 December 2024 was 193,784,080.

The Employee Benefit Trust ("EBT") started the period holding 1,247,122 Ordinary Shares, purchased 1,531,094 Ordinary Shares and disposed of 674,892 Ordinary Shares in respect of the exercise of employees' share options. The EBT therefore ended the period holding 2,103,324 Ordinary Shares.

On 31 December 2025, there were 13,319,157 shares under option (6.9% of the total number of Ordinary Shares), of which 3,551,310 had vested and were exercisable.

The total number of Ordinary Shares in issue on 31 December 2025, net of the EBT holding was 191,680,756 (31 December 2024: 192,536,958), and the basic weighted average number of Ordinary Shares in issue for the year was 192,317,519 (2024: 192,221,395).

Adjusted basic EPS increased by 4.8% to 9.00p (2024: 8.59p), and basic earnings per share increased by 23.4% to 4.67p (2024: 3.78p).

Cash flow and working capital

A summary of the Group cash flow for the period is set out in the table below.

	2025	2024
	£'000	£'000
Adjusted EBITDA	35,245	35,121
Non-recurring costs	-	(444)
Working capital movements	(798)	(1,577)
Adjusted cash generated from operations	34,447	33,100
Taxes paid	(5,608)	(3,991)
Purchases of PPE	(996)	(1,470)
Proceeds from sale of PPE	1,104	248
Purchase/capitalisation of software	(2,104)	(1,657)
Purchase of IP	-	(9)
Net bank loans repaid	(15,720)	(9,250)
Overdraft utilised	7,542	-
Interest paid bank and other loan	(4,315)	(6,704)
Lease payments	(4,391)	(4,264)
Funds supplied to the EBT	(2,000)	(300)
Funds received from the EBT	460	223
Dividends paid	(4,711)	(4,429)
Other net movements	(1,270)	(776)
Net cash movement	2,438	721
Net cash at beginning of period	12,921	12,278
Exchange differences on cash and cash equivalents	(66)	(78)
Net cash at end period	15,293	12,921

The Group generated Adjusted cash from operating activities of £34.5m (2024: £33.1m) resulting in a cash conversion rate of 98% (2024: 94%).

Taxes paid increased to £5.6m (2024: £4.0m) and relate to both the UK and international quarterly payments.  The 2024 tax payments benefited from the previously mentioned prior-year adjustments.

Property, Plant and Equipment purchases were £1.0m (2024: £1.5m) and related primarily to plant and equipment additions in the DLO businesses. The software purchases of £2.1m (2024: £1.7m) represent the capitalised component of our ongoing investment in developing our global IT platform.

Bank loans repaid represented both the £7.5m term loan repayments and an £8.0m repayment of the RCF. Interest paid reflects the cost of servicing this debt.  Lease payments remain the same as the previous year. 

Purchase of shares by the EBT of £2.0m relates to the re-commencement of the share purchase programme announced in October 2024. 

Dividends paid reflect the combined cash cost of the final 2024 dividend and the 2025 interim dividend paid in 2025.

Net debt

The net debt of the Group may be summarised as follows:

	31 December 2025	31 December 2024	Change	Change
	£'000	£'000	£'000	%
Cash	15,293	12,921	2,372	18%
Overdraft	(7,542)	-	(7,542)	(100%)
Term loan	(32,500)	(40,000)	7,500	(19%)
RCF	(29,465)	(37,431)	7,966	(21%)
Loan fee	653	689	(36)	(5%)
Hire purchase debt	(2,006)	(1,266)	(740)	58%
Adjusted (net debt)/net cash	(55,567)	(65,087)	9,520	(15%)
Other lease debt	(9,648)	(9,975)	327	(3%)
(Net Debt) / Net cash	(65,215)	(75,062)	9,847	(13%)

During the year, the term loan balance was reduced by £7.5m (2024: £10.0m) in accordance with the banking agreement and the RCF was reduced by £8.0m (2024: increased by £0.5m). Adjusted net debt, the metric used in calculating compliance with our banking covenants, reduced to £55.6m (31 December 2024: £65.1m). This reduced the leverage ratio to 1.6x Adjusted EBITDA, down from 1.9x at the end of 2024, which was in line with management's expectations and comfortably within banking covenants.

Dividend

The Board is pleased to propose a final dividend of 1.35 pence per share (2024: 1.30p per share), giving a total dividend for the year of 2.50p (2024: 2.40p), an increase of 4%.  Subject to shareholder approval at the AGM on 30 April 2026, the final dividend will be paid on 22 May 2026 to those shareholders on the register at the close of business on 8 May 2026.

Andrew Mallows

Chief Financial Officer

Consolidated statement of Comprehensive Income

For the year ended 31 December 2025

		2025 Total	2024 Total
	Note	£'000	£'000
Revenue	3	142,152	139,206
Cost of sales		(57,394)	(55,887)
Gross profit		84,758	83,319
Adjusted earnings before interest, tax, depreciation, amortisation, share-based payments & non-recurring items ("Adjusted EBITDA")		35,245	35,121
Depreciation and amortisation on right-of-use assets	4	(4,969)	(4,837)
Amortisation of software	4	(1,177)	(1,235)
Amortisation of acquired intangibles	4	(10,296)	(10,156)
Share-based payment expense		(874)	(1,480)
Non-recurring items	4	-	(444)
Total administrative expenses		(65,492)	(65,858)
Net impairment losses on financial assets		(1,337)	(492)
Operating profit		17,929	16,969
Foreign exchange losses		349	(386)
Finance expense		(5,558)	(7,378)
Profit before tax		12,720	9,205
Tax expense		(3,743)	(1,921)
Profit for the year attributable to equity holders of the Parent Company		8,977	7,284
Other comprehensive (expense)/income
Actuarial gains		31	12
Exchange differences on translation of foreign operations		(510)	337
Total comprehensive (expense)/income attributable to equity holders of the Parent Company		(479)	349
Total Profit and other comprehensive income for the year attributable to equity holders of the Parent Company		8,498	7,633
Earnings per share
Basic	5	4.67p	3.78p
Diluted	5	4.64p	3.74p

Consolidated Statement of Financial Position

At 31 December 2025

		2025	2024
		£'000	£'000
Assets
Non-current assets
Intangible assets		286,178	295,536
Property, plant and equipment		4,334	4,667
Right-of-use assets		11,601	11,106
Contract acquisition costs		424	454
Trade and other receivables		2,633	333
Total non-current assets		305,170	312,096
Current assets
Inventories		7,265	7,577
Trade and other receivables		43,949	40,217
Contract acquisition costs		86	98
Current tax asset		908	390
Cash and cash equivalents		15,293	12,921
Total current assets		67,501	61,203
Total assets		372,671	373,299
Liabilities
Current liabilities
Overdraft		7,542	-
Trade and other payables		35,652	31,018
Loans and borrowings		9,681	9,311
Obligations under leases		3,250	3,062
Deferred income		1,335	2,237
Current tax liability		1,091	778
Total current liabilities		58,551	46,406
Non-current liabilities
Loans and borrowings		51,631	67,431
Obligations under leases		8,404	8,179
Deferred income		3,205	1,892
Deferred tax liability		29,366	30,828
Total non-current liabilities		92,606	108,330
Total liabilities		151,157	154,736
Total net assets		221,514	218,563
Issued capital and reserves attributable to owners of the Company
Share capital		969	969
Share premium		131,131	131,131
Share-based payment reserve		4,080	3,213
Merger reserve		69,754	69,754
Translation reserve		(149)	361
EBT reserve		(4,296)	(2,756)
Retained earnings		20,025	15,891
Total equity attributable to equity holders		221,514	218,563

Company Statement of Financial Position

At 31 December 2025

		2025	2024
		£'000	£'000
Assets
Non-current assets
Investment in group companies		209,468	208,905
Property, plant and equipment		8	7
Right-of-use assets		22	-
Total non-current assets		209,498	208,912
Current assets
Trade and other receivables		104,783	102,459
Cash and cash equivalents		3	1,585
Total current assets		104,786	104.044
Total assets		314,284	312,956
Liabilities
Current liabilities
Overdraft		7,542	-
Trade and other payables		37,686	27,945
Loans and borrowings		9,681	9,311
Obligations under leases		6	-
Total current liabilities		54,915	37,256
Non-current liabilities
Loans and borrowings		51,631	67,431
Obligations under leases		15	-
Total non-current liabilities		51,646	67,431
Total liabilities		106,561	104,687
Net assets		207,723	208,269
Issued capital and reserves attributable to owners of the Company
Share capital		969	969
Share premium		131,131	131,131
Share-based payment reserve		4,080	3,213
Merger reserve		69,634	69,634
EBT reserve		(4,296)	(2,756)
Retained earnings		6,205	6,078
Total equity attributable to equity holders		207,723	208,269

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

		2025	2024
	Note	£'000	£'000
Cash flows from operating activities
Profit for the year		8,977	7,284
Adjustments for:
Depreciation of property, plant and equipment		1,278	1,122
Depreciation of right-of-use assets		3,691	3,715
Amortisation of software & other intangibles		1,177	1,235
Amortisation of acquired intangibles		10,296	10,156
Stock provision adjustment		-	(313)
Non-recurring costs		-	(491)
Share-based payment expense		874	1,480
Gain on disposal of property, plant and equipment		(699)	(102)
Current service cost - DBO		17	(18)
Finance expense		5,558	7,378
Exchange differences on translation of foreign operations		(387)	357
Tax expense		3,743	1,921
Operating cash flow before movements in working capital		34,525	33,724
(Increase)/decrease in trade and other receivables		(5,268)	421
(Increase)/decrease in inventories		123	(344)
Increase/(decrease) in trade and other payables		4,347	(1,654)
Cash generated from operations		33,727	32,147
Corporation taxes paid		(5,608)	(3,991)
Net cash generated from operating activities		28,119	28,156
Cash flows from investing activities
Purchases of property, plant and equipment		(996)	(1,470)
Proceeds from the sale of property, plant and equipment		1,104	248
Purchase of software		(2,104)	(1,657)
Purchase of Intellectual Property		-	(9)
Loans to franchisees		(973)	(164)
Loans to franchisees repaid		423	341
Net cash used in investing activities		(2,546)	(2,711)
Cash flows from financing activities
Bank loans - received		2,520	2,000
Bank loans - repaid		(18,240)	(11,250)
Overdraft		7,542	-
Capital element of lease liability repaid		(3,778)	(3,666)
Interest paid - bank and other loan		(4,315)	(6,704)
Interest paid - leases		(613)	(598)
Proceeds from sale/(purchase) of shares by the Employee Benefit Trust		(1,540)	(77)
Dividends paid	6	(4,711)	(4,429)
Net cash absorbed from financing activities		(23,135)	(24,724)
Net increase in cash and cash equivalents		2,438	721
Cash and cash equivalents at beginning of year		12,921	12,278
Exchange differences on cash and cash equivalents		(66)	(78)
Cash and cash equivalents at end of year		15,293	12,921

RECONCILIATION OF CASH FLOW TO THE GROUP NET DEBT POSITION

	Term Loan	Revolving credit facility	Overdraft facility	Lease liabilities	Total liabilities from financing activities	Cash	Total net cash / (net debt)
Group	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	(49,251)	(36,908)	-	(9,388)	(95,547)	12,278	(83,269)
Financing cash inflows	-	(2,000)	-	-	(2,000)	-	(2,000)
Financing cash outflows	10,000	1,250	-	4,264	15,514	-	15,514
Leases interest expense	-	-	-	(598)	(598)	-	(598)
Other cash flows	-	-	-	-	-	721	721
Cash items	10,000	(750)	-	3,666	12,916	721	13,637
Non-cash items
Amortised loan fees	(60)	-	-	-	(60)	-	(60)
Foreign exchange movements	-	227	-	304	531	(78)	453
Additions to new leases	-	-	-	(5,948)	(5,948)	-	(5,948)
Disposals	-	-	-	125	125	-	125
At 1 January 2025	(39,311)	(37,431)	-	(11,241)	(87,983)	12,921	(75,062)
Financing cash inflows	(2,500)	(20)	(7,542)	-	(10,062)	-	(10,062)
Financing cash outflows	10,000	8,240	-	4,391	22,631	-	22,631
Leases interest expense	-	-	-	(613)	(613)	-	(613)
Other cash flows	-	-	-	-	-	2,438	2,438
Cash items	7,500	8,220	(7,542)	3,778	11,956	2,438	14,394
Non-cash items
Amortised loan fees	(36)	-	-	-	(36)	-	(36)
Foreign exchange movements	-	(254)	-	(386)	(640)	(66)	(706)
Additions to new leases	-	-	-	(3,810)	(3,810)	-	(3,810)
Disposals	-	-	-	5	5	-	5
At 31 December 2025	(31,847)	(29,465)	(7,542)	(11,654)	(80,508)	15,293	(65,215)

Company Statement of Cash Flows

For the year ended 31 December 2025

		2025	2024
	Note	£'000	£'000
Cash flows from operating activities
Profit for the year		4,885	2,064
Adjustments for:
Depreciation of property, plant and equipment		3	2
Depreciation of right-of-use assets		7	-
Management charges		(4,164)	(4,428)
Finance expenses		5,052	6,761
Tax expense		(1,451)	(1,584)
Exchange differences on translation of foreign operations		211	(230)
Share-based payment expense		304	203
Operating cash flow before movements in working capital		4,847	2,788
(Increase)/decrease in trade and other receivables		(672)	919
Increase in trade and other payables		15,612	17,519
Cash generated from operations		19,787	21,226
Corporation taxes paid		(2,486)	(50)
Net cash generated from operating activities		17,301	21,176
Cash flows from investing activities
Purchases of property, plant and equipment		(4)	(9)
Net cash used in investing activities		(4)	(9)
Cash flows from financing activities
Bank loans - received		2,520	2,000
Bank loans - repaid		(18,240)	(11,250)
Overdraft		7,542	-
Capital element of lease liability paid		(8)	-
Interest paid - bank and other loans		(4,440)	(6,701)
Interest paid - leases		(2)	-
Proceeds from sale/(purchase) of shares by the Employee Benefit Trust		(1,540)	(77)
Dividends paid	6	(4,711)	(4,429)
Net cash absorbed from financing activities		(18,879)	(20,457)
Net increase/(decrease) in cash and cash equivalents		(1,582)	710
Cash and cash equivalents at beginning of year		1,585	875
Cash and cash equivalents at end of year		3	1,585

RECONCILIATION OF CASH FLOW TO THE COMPANY NET DEBT POSITION

	Term Loan	Revolving credit facility	Overdraft facility	Lease liabilities	Total liabilities from financing activities	Cash	Total net cash/(net debt)
Group	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	(49,251)	(36,908)	-	-	(86,159)	875	(85,284)
Financing cash inflows	-	(2,000)	-	-	(2,000)	-	(2,000)
Financing cash outflows	10,000	1,250	-	-	11,250	-	11,250
Other cash flows	-	-	-	-	-	710	710
Cash items	10,000	(750)	-	-	9,250	710	9,960
Non-cash items
Amortised Loan Fees	(60)	-	-	-	(60)	-	(60)
Foreign exchange movements	-	227	-	-	227	-	227
At 1 January 2025	(39,311)	(37,431)	-	-	(76,742)	1,585	(75,157)
Financing cash inflows	(2,500)	(20)	(7,542)	-	(10,062)	-	(10,062)
Financing cash outflows	10,000	8,240	-	10	18,250	-	18,250
Lease interest expense	-	-	-	(2)	(2)	-	(2)
Other cash flows	-	-	-	-	-	(1,582)	(1,582)
Cash items	7,500	8,220	(7,542)	8	8,186	(1,582)	6,604
Non-cash items
Amortised Loan Fees	(36)	-	-	-	(36)	-	(36)
Foreign exchange movements	-	(254)	-	-	(254)	-	(254)
Additions to new leases	-	-	-	(29)	(29)	-	(29)
At 31 December 2025	(31,847)	(29,465)	(7,542)	(21)	(68,875)	3	(68,872)

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

	Share	Share premium	Share-based payment	Merger	Translation	EBT	Retained
	capital	account	reserve	reserve	reserve	reserve	earnings	Total
Group	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	969	131,131	1,936	69,754	24	(2,679)	12,901	214,036
Profit for the year	-	-	-	-	-	-	7,284	7,284
Actuarial gain	-	-	-	-	-	-	12	12
Foreign exchange translation differences	-	-	-	-	337	-	-	337
Profit for the year and total comprehensive income	-	-	-	-	337	-	7,296	7,633
Contributions by and distributions to owners
Shares issued	-	-	-	-	-	-	-	-
Dividend paid	-	-	-	-	-	-	(4,429)	(4,429)
Contributions to Employee Benefit Trust	-	-	-	-	-	(77)	-	(77)
Share-based payment	-	-	1,277	-	-	-	-	1,277
Tax on share-based payment expense	-	-	-	-	-	-	123	123
At 1 January 2025	969	131,131	3,213	69,754	361	(2,756)	15,891	218,563
Profit for the year	-	-	-	-	-	-	8,977	8,977
Actuarial gain	-	-	-	-	-	-	31	31
Foreign exchange translation differences	-	-	-	-	(510)	-	-	(510)
Profit for the year and total comprehensive income	-	-	-	-	(510)	-	9,008	8,498
Contributions by and distributions to owners
Shares issued	-	-	-	-	-	-	-	-
Dividend paid	-	-	-	-	-	-	(4,711)	(4,711)
Contributions to Employee Benefit Trust	-	-	-	-	-	(1,540)	-	(1,540)
Share-based payment	-	-	867	-	-	-	-	867
Tax on share-based payment expense	-	-	-	-	-	-	(163)	(163)
At 31 December 2025	969	131,131	4,080	69,754	(149)	(4,296)	20,025	221,514

Company Statement of Changes in Equity

For the year ended 31 December 2025

	Share	Share premium	Share-based payment	Merger	EBT	Retained
	capital	account	reserve	reserve	reserve	earnings	Total
Company	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	969	131,131	1,936	69,634	(2,679)	8,421	209,412
Profit for the year and total comprehensive income	-	-	-	-	-	2,064	2,064
Contributions by and distributions to owners
Dividend paid	-	-	-	-	-	(4,429)	(4,429)
Contributions to Employee Benefit Trust	-	-	-	-	(77)	-	(77)
Share-based payment	-	-	1,277	-	-	-	1,277
Tax on share-based payment expense	-	-	-	-	-	22	22
At 1 January 2025	969	131,131	3,213	69,634	(2,756)	6,078	208,269
Profit for the year and total comprehensive income	-	-	-	-	-	4,886	4,886
Contributions by and distributions to owners
Dividend paid	-	-	-	-	-	(4,711)	(4,711)
Contributions to Employee Benefit Trust	-	-	-	-	(1,540)	-	(1,540)
Share-based payment	-	-	867	-	-	-	867
Tax on share-based payment expense	-	-	-	-	-	(48)	(48)
At 31 December 2024	969	131,131	4,080	69,634	(4,296)	6,205	207,723

Notes forming part of the Financial Statements

For the year ended 31 December 2025

1 Basis of preparation

The Group's financial statements have been prepared in accordance with UK-adopted international accounting standards, in accordance with the Companies Act 2006 as they apply to the financial statements of the Group for the year ended 31 December 2025. The Group's consolidated financial statements are prepared under the historical cost convention. The principal accounting policies adopted are set out below and have been consistently applied to all the years presented. The Group's financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (£'000s) except where indicated.

The consolidated financial statements incorporate the results and net assets of the Company and its subsidiary undertakings. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date control ceases. All inter-company transactions and balances between Group entities are eliminated upon consolidation.

2 OPERATING SEGMENTS

The Group's operating segments are determined based on the Group's internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been determined to be the Chief Executive Officer, with support from the Board of Directors, as the function primarily responsible for the allocation of resources to segments and assessment of performance of the segments. The business is organised along the lines of our Pirtek, Water & Waste Services, Filta International and B2C businesses.

Therefore, the Board has determined that we have six different operating segments:

·      Pirtek Europe, the franchise and direct labour operations of Pirtek across eight European countries;

·      Water & Waste Services, which is made up of Metro Rod and Metro Plumb, Willow Pumps and Filta UK;

·      Filta International, which is made up of Filta US and Filta Europe;

·      B2C, which is made up of ChipsAway, Ovenclean and Barking Mad;

·      Azura, which is made up of the software business of Azura; and

·      Unallocated assets includes results from central administration and non-trading companies; elimination of inter-company trading; and assets and liabilities that are not directly attributable to a segment, or are not able to be allocated on a reasonable basis.  This includes intangible assets generated as part of business acquisitions.

The CODM uses Adjusted EBITDA, as reviewed at Board meetings and as part of the Managing Directors' and Chief Financial Officer's weekly report to the senior management team, as the key measure of segments' results as it reflects the underlying performance for the financial year under evaluation.

	Pirtek		Water & Waste Services		Filta International		B2C		Azura		Unallocated assets		Total
2025	£'000		£'000		£'000		£'000		£'000		£'000		£'000
Revenue from external customers	63,978		41,982		30,516		5,338		338		-		142,152
Revenue from internal customers	-		3,341		-		-		48		(3,389)		-
Segment revenue	63,978		45,323		30,516		5,338		386		(3,389)		142,152
Gross profit	41,819		26,441		11,608		4,552		386		(48)		84,758
Adjusted EBITDA*	19,195		11,837		7,028		1,951		(344)		(4,422)		35,245
Depreciation & amortisation of software	(3,053)		(2,065)		(396)		(300)		(288)		(44)		(6,146)
Amortisation of acquired intangibles	(7,868)		(33)		-		-		-		(2,395)		(10,296)
Share based payment expense	(213)		(302)		31		(47)		(39)		(304)		(874)
Non-recurring costs	(28)		-		-		-		-		28		-
Finance expense	140		(46)		(29)		6		4		(5,284)		(5,209)
Profit before tax*	8,173		9,391		6,634		1,610		(667)		(12,421)		12,720
Tax expense	(2,932)		(2,407)		(1,612)		(347)		158		3,397		(3,743)
Profit after tax*	5,241		6,984		5,022		1,263		(509)		(9,024)		8,977
Additions to non-current assets	1,041		248		503		345		1,904		4		4,045
Reportable segment assets	76,938		47,580		12,623		4,328		3,308		227,894		372,671
Reportable segment liabilities	(98,519)		(26,589)		(9,563)		(2,278)		(3,650)		(10,558)		(151,157)

* Operating segments presented before inter-company management recharges which eliminate on consolidation.

	Pirtek	Water & Waste Services	Filta International	B2C	Azura	Unallocated assets	Total
2024	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Revenue from external customers	63,913	43,577	25,597	5,752	367	-	139,206
Revenue from internal customers	-	2,477	-	-	441	(2,918)	-
Segment revenue	63,913	46,054	25,597	5,752	808	(2,918)	139,206
Gross profit	41,903	26,393	9,906	4,751	808	(442)	83,319
Adjusted EBITDA*	19,925	11,111	5,993	2,205	44	(4,157)	35,121
Depreciation & amortisation of software	(3,241)	(2,120)	(267)	(226)	(183)	(35)	(6,072)
Amortisation of acquired intangibles	(7,867)	(33)	-	-	-	(2,256)	(10,156)
Share based payment expense	(499)	(437)	(143)	(55)	(33)	(313)	(1,480)
Non-recurring costs	(638)	-	-	-	-	194	(444)
Finance expense	(1,022)	(122)	(57)	(9)	(8)	(6,546)	(7,764)
Profit before tax*	6,658	8,399	5,526	1,915	(180)	(13,113)	9,205
Tax expense	(1,928)	(1,888)	(1,355)	(290)	48	3,492	(1,921)
Profit after tax*	4,730	6,511	4,171	1,625	(132)	(9,621)	7,284
Additions to non-current assets	1,142	1,099	252	63	573	9	3,138
Reportable segment assets	84,258	45,651	8,881	4,295	1,195	229,019	373,299
Reportable segment liabilities	(109,134)	(25,114)	(6,941)	(1,953)	(1,024)	(10,570)	(154,736)

* Operating segments presented before inter-company management recharges which eliminate on consolidation.

3 REVENUE

	2025	2024
	£'000	£'000
Management service fee income - commission agent revenue	5,047	6,407
Management service fee income - royalty fee income	44,951	44,110
Franchise sales and resales - licence fees - recognised over time	1,846	1,464
Franchise sales and resales - termination fees and immediate sales - recognised at point in time	651	989
Product sales	22,674	23,001
Waste Oil	17,798	14,837
Direct labour income	41,663	41,710
IT Contribution SAAS	2,776	2,544
National advertising funds	2,926	2,707
Central billing fee	372	364
Training facility income	659	353
Other income	789	720
	142,152	139,206

The table shows revenue from contracts disaggregated into major classes of revenue and reconciled to the Group revenue reported.

Revenue and non-current assets by origin of geographical segment for all entities in the Group are as follows:

	2025	2024
Revenue	£'000	£'000
North America	30,172	25,029
United Kingdom & Ireland	72,486	74,410
Continental Europe	39,494	39,767
	142,152	139,206

	2025		2024
Non-current assets	£'000		£'000
North America	43,868		42,532
United Kingdom & Ireland	147,921		159,155
Continental Europe	113,381		110,409
		305,170	312,096

4 OPERATING PROFIT

	2025	2024
Operating profit is stated after charging:	£'000	£'000
Depreciation	4,969	4,837
Amortisation	11,473	11,391
Share-based payment expense	874	1,480
Auditors' remuneration:
Fees for audit of the Company	48	47
Fees for the audit of the Group	491	477
Fees for non-audit services:
Other services	3	3

Of the total fee for the audit of the Group, £539,000 (2024: £524,000) was paid to the Group statutory auditors PKF Littlejohn LLP. No non-audit services were provided on a contingent fee basis.

The following costs have been drawn to the attention of the users of the accounts due to their nature and materiality within the accounts.

	2025	2024
	£'000	£'000
Exceptional Income	-	(409)
Reorganisation expense	-	792
Other exceptional costs	-	61
	-	444

5 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing profit for the year attributable to Ordinary equity holders of the Parent Company by the weighted average number of Ordinary Shares outstanding during the year.

Diluted earnings per share are calculated by dividing the profit attributable to Ordinary equity holders of the Parent Company by the weighted average number of Ordinary Shares outstanding during the year plus the weighted average number of Ordinary Shares that would have been issued on the conversion of all dilutive share options at the start of the period or, if later, the date of issue.

	2025	2024
	£'000	£'000
Profit attributable to owners of the Parent Company	8,977	7,284
Non-recurring costs	-	444
Amortisation of acquired intangibles	10,296	10,156
Share-based payment expense	874	1,480
Tax on adjusting items	(2,831)	(2,822)
Adjusted profit attributable to owners of the Parent Company	17,316	16,542

	2025	2024
	Number	Number
Basic weighted average number of shares	192,317,519	192,471,897
Dilutive effect of share options	1,057,043	2,231,135
Diluted weighted average number of shares	193,374,562	194,703,032

	2025 Pence	2024 Pence
Basic earnings per share	4.67	3.78
Diluted earnings per share	4.64	3.74
Adjusted earnings per share	9.00	8.59
Adjusted diluted earnings per share	8.95	8.50

6 DIVIDENDS

	2025	2024
	£'000	£'000
Final 2024 dividend of 1.3p per Ordinary Share paid and declared (2024: Final 2023 dividend of 1.2p)	2,519	2,325
Interim dividend of 1.15p per Ordinary Share paid and declared (2024: 1.1p)	2,229	2,132
	4,748	4,457

A final dividend of 1.35 pence per share is proposed.

Shares held by the Employee Benefit Trust have a dividend waiver applied to them; as such they are exempt from receiving a dividend, resulting in a difference between the total dividend calculated above and the dividend cash paid in the Consolidated Statement of Cash Flows.

7. Annual Report and Accounts 

The annual report and accounts for the year ended 31 December 2025 will be available on the Company's website at https://www.franchisebrands.co.uk/investor-information/ on 31 March 2026.

8. Annual General Meeting and General Meeting 

The Annual General Meeting of Franchise Brands plc will be held on 30 April 2026.  A separate General Meeting will be held on the same date, immediately following the AGM, to seek shareholders' authority to cancel the share premium account to create c £131.1m of distributable reserves.  Notice of both meetings will be given to shareholders on 31 March 2026 and will also be available on the Company's website at https://www.franchisebrands.co.uk/investor-information/.

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