{"success":true,"data":{"pressRelease":{"id":"119090","rtpr_id":"nGNE49pDz","ticker":"MTC","exchange":"LSE","all_tickers":["MTC"],"title":"REG-Full Year Results 2026","author":"Globe Newswire","published_at":"2026-08-14T08:35:54.234Z","article_body":"Mothercare plc\n\nFull Year Results 2026\n\nMothercare plc (\"Mothercare\", \"the Company\" or \"the Group\"), the highly\ntrusted British heritage brand, that connects with the parents of newborn\nbabies and children across multiple product categories throughout their early\nlife as parents, today announces full year results for the 52-week period to\n28 March 2026. Comparatives throughout are based on the 52-week period to 29\nMarch 2025.\n\nKey Highlights\n* Worldwide retail sales by franchise partners of £180.0 million (2025:\n£280.8 million)\n* Adjusted EBITDA of £1.3 million (2025: £3.5 million)\n* Net borrowings of £5.7 million (2025: £3.7 million) at the year end\nCurrent Trading & Outlook\n* In the first nineteen weeks of FY27, the Group's Franchise Partners\nrecorded total retail sales of £58.5 million (FY26: £68.8 million), largely\nreflecting the ongoing uncertainty in the Middle East and the ending of our\narrangement with Boots in the UK.  On a like for like basis, excluding the\nMiddle East and the UK, retail sales were positive in this initial period of\nFY27.\n* In these circumstances the recent financial perfomance has been resilient\nand we are not planning for any material changes in market conditions as we\nlook to FY27 as a whole, acknowledging the situation in the Middle East and in\nthe UK alongside our progress in other markets.\n* Our refinanced and enlarged £10.0 million debt facilities support our\nongoing efforts to engineer a more comprehensive solution to harvest the\nsignificant operational gearing retained in the business, where the current\nbusiness model could support much higher volumes and would result in the vast\nmajority of increased income falling straight to the bottom line. \n* Our priority remains to support our franchise partners around the world,\nultimately for the benefit of our own underlying business, where the strength\nof the Mothercare brand endures. \nFinancial Highlights\n* Statutory (loss) for the 52 weeks to 28 March 2026 of £5.0 million (2025:\nprofit of £6.2 million)\n* Net debt(3) at £6.4 million (2025: £4.5 million)\nOur Group\n\n 52 weeks to 52 weeks to % \n 28 Mar 29 Mar change \n 2026 2025 vs. \n £million £million last year \n Revenue 22.4 38.9 (42)% \n Adjusted EBITDA 1.3 3.5 (63)% \n Adjusted operating (loss) / profit (0.2) 2.0 (110)% \n Group adjusted (loss) after taxation (2) (3.3) (2.5) (32)% \n Statutory (loss) / profit (5.0) 6.2 (181)% \n \n\nOur franchise partners\n\n 52 weeks to 52 weeks to % \n 28 Mar 29 Mar change \n 2026 2025 vs. \n £million £million last year \n Worldwide retail sales (1)£m 80.0 230.6 (22)% \n Online retail sales £m 20.9 21.8 (4)% \n Total number of stores 331 372 (11)% \n Space (k) sq. ft. 842 915 (8)% \n \n\nClive Whiley, Chairman of Mothercare, commented:\n\n\"The recent financial performance has been resilient as we look to FY27,\nacknowledging the ongoing situation in the Middle East and the end of our\narrangement with Boots in the UK alongside our progress in other markets. We\nremain in discussions to restore critical mass, a process greatly assisted by\nour successful refinancing and better alignment of the first-charge debt\ninstrument with our equity.\"\n\nInvestor and analyst enquiries to:\n\n Mothercare plc Clive Whiley, Chairman Andrew Cook, Chief Financial Officer Email: investorrelations@mothercare.com \n Deutsche Numis (NOMAD & Joint Corporate Broker) Luke Bordewich Tel: 020 7260 1000 \n Cavendish Capital Markets Limited (Joint Corporate Broker) Matt Goode Tel: 020 7220 0500 \n\nNotes\n\nThe directors believe that alternative performance measures (\"APMs\") assist in\nproviding additional useful information on the performance and position of the\nGroup and across the period because it is consistent with how business\nperformance is reported to the Board and Operating board.\n\nAPMs are also used to enhance the comparability of information between\nreporting periods and geographical units, by adjusting for non-recurring or\nuncontrollable factors which affect IFRS measures, to aid the user in\nunderstanding the Group’s performance. Consequently, APMs are used by the\ndirectors and management for performance analysis, planning, reporting and\nincentive setting purposes. The key APMs that the Group has focused on in the\nperiod are as set out in the Annual Report.\n1. Worldwide retail sales are total retail sales by franchise partners to end\ncustomers (which are estimated and unaudited).\n2. Adjusted (loss)/profit after taxation is stated before the impact of the\nadjusting items set out in note 5.\n3. Net Debt is defined as total borrowings, cash at bank and IFRS 16 lease\nliabilities.\n4. This announcement contains certain forward-looking statements concerning\nthe Group. Although the board believes its expectations are based on\nreasonable assumptions, the matters to which such statements refer may be\ninfluenced by factors that could cause actual outcomes and results to be\nmaterially different. The forward-looking statements speak only as at the\ndate of this document and the Group does not undertake any obligation to\nannounce any revisions to such statements, expect as required by law or by any\nappropriate regulatory authority.\n5. The information contained within this announcement is deemed by the Company\nto constitute inside information for the purposes of the Market Abuse\nRegulation (EU) No 596/2014. Upon the publication of this announcement via a\nRegulatory Information Service, this inside information is now considered to\nbe in the public domain.\n6. The person responsible for the release of this announcement is Lynne\nMedini, Group Company Secretary at Mothercare plc, Westside 1, London Road,\nHemel Hempstead, HP3 9TD.\n7. Mothercare plc's Legal Entity Identifier (\"LEI\") number is\n213800ZL6RPV9Z9GFO74\nChairman's Statement\n\nAs detailed in the Preliminary Results section, full year results for the\n52-week period to 28 March 2026 (“FY26”) were in line with the unaudited\npre-close trading update issued in early April.\n\nThe Year under review\n\nWorldwide retail sales by franchise partners for FY26 were £180.0 million,\ncompared to £230.6 million for the previous financial year, a year-on-year\ndecline of 22% on a reported basis (19% at constant currency exchange rates)\nwith adjusted EBITDA of £1.3 million (FY25: £3.5 million) and an adjusted\nloss before taxation of £2.6 million (FY25: £1.7 million) notwithstanding a\ncontinued tight control of overheads delivering further cost savings of £2.1\nmillion. Online retail sales participation for the period was slightly higher\nat 12% of total retail sales (FY25: 9%).\n\nThe performance reflects variously: the end of our exclusive distribution\nrelationship with Boots at the end of 2025; foreign exchange rate impacts; the\nongoing need for franchise partners to clear old inventory; and the\nlongstanding uncertainty in our Middle Eastern markets, including the more\nrecent impact of the Iran war in the last month of the period.\n\nNet borrowings were £5.7 million at the year-end (March 2025: £3.7 million)\nand the pension scheme deficit remains at £35 million as at 30 June 2026,\nwhich is the latest available estimate (March 2025: £35 million) on a\ntechnical provisions basis.\n\nCore Objectives\n\nAs highlighted in my previous Chairman’s statements, we have struggled to\nreverse the dis-economies of scale associated with the more than halving of\nour franchise partners’ store footprint over the last six years due to the\npandemic, the Ukraine conflict and the uncertainty in the Middle East. This\nled to the transition of the business to an asset light global franchising\nbusiness to focus upon our core international franchise and brand management\ncompetencies, as evidenced more recently by new agreements in both South Asia\nand Turkey.\n\nThe underlying strength of the business is nonetheless demonstrated by the\nfact that excluding the Middle East and the UK, our total retail sales on a\nlike for like basis were positive for the full year to March 2026. We continue\nto believe that there remains a greater opportunity for the brand and a new\npartner in the UK, and negotiations with potential new partner continue.\n\nWe intend to utilise both the new South Asian region joint venture, and recent\nrefinancing, alongside the new license agreement with ebebek (in Turkey) as a\ncatalyst to redouble our efforts to capitalise upon the possibilities to grow\nthe future global presence of the Mothercare brand: through connections with\nother businesses, the development of our branded product ranges and\nlicensing within and beyond our existing perimeters.\n\nThese objectives are designed to rebalance the Mothercare brand IP value in a\nway that also promotes growth in our royalty income: ultimately improving\nprofitability and the covenant of the underlying business for actuarial\npension and stock market rating purposes alike.\n\nJoint Venture\n\nIn October 2024 we announced a joint venture with an entry valuation of c£30\nmillion for the South Asian region with Reliance Brands Ltd (\"Reliance\"), a\nwholly owned subsidiary of Reliance Industries Ltd, a Fortune 500 company and\nthe largest private sector corporation in India, which:\n* underlined the inherent value of the Mothercare brand;\n* created an invigorated partnership in the South Asian region with Reliance,\none of the world's largest, leading and respected business groups which will\nbring symbiotic and synergistic benefits; and\n* significantly de-leveraged the business to finally allow a concentration\nupon the Company's future development.\nWe retain a residual 49% shareholding in a new joint venture company, JVCO\n2024 Ltd (\"JVCo\"), covering Mothercare's franchise operations in India, Nepal,\nSri Lanka, Bhutan and Bangladesh, which was granted perpetual rights for the\nuse of the Mothercare brand and related intellectual property in those\nregions.\n\nWhilst we temporarily receive revenues at lower rates than previously,\nReliance have confirmed their aspirations for the reinvigorated business to\nsignificantly grow revenue levels, and we believe it is possible for them to\ngrow their retail sales to around £300 million in five years, supported by a\nstore opening programme targeting fifty new stores in the region in 2026. We\nalso expect to benefit from both sourcing fees (supplying the joint venture\nwith product) together with the value creation accruing to our residual 49%\nequity stake in JVCo.\n\nRefinancing & Pension Schemes\n\nOn 20 February 2026, we announced the successful and timely refinancing of the\nGroup’s debt facilities and the deferral of contributions to the Group’s\npension schemes, both of which are detailed further in the Financial Review\nsection.\n\nMore importantly this aligned the first-charge debt instrument more closely\nwith our equity stakeholders, which is fundamental in the event of requiring\nfurther waivers to our covenant tests as we remain in discussions to restore\nand optimize critical mass.\n\nManagement & Board changes\n\nWe have a PLC Board that we believe is appropriate for a company of our size,\nnature and circumstances. Our Non-Executive Directors have relevant skills,\ncontinue to directly contribute to the ongoing change process, are regularly\nappraised and are encouraged to interface with the Operating Board.\n\nThe day-to-day management of the Group continues to be run by the Chief\nFinancial Officer and the Operating Board, with oversight from me as Chairman.\nWe continue to anticipate the appointment of a new Chief Executive Officer to\nbe fulfilled as a natural consequence of the strategic discussions currently\nin train.\n\nDividend Policy\n\nThe Company has not paid a dividend since February 2012. The Directors\nunderstand the importance of optimising value for shareholders and is acutely\naware of the funds dedicated to reducing the pensions deficit in the\ninterim.  It is the Directors' intention to return to paying a dividend when\nit is financially prudent for the Group to do so.\n\nSummary and Outlook\n\nOur results for last year reflect the underlying profitability and cash\ngeneration of our asst-light franchise system and the impact of the continuing\nuncertainty on our franchise partners’ operations in the Middle East, where\nany longer-term impact upon supply chains is still unclear at this stage. \n\nThe refinancing of our debt facilities in February 2026 bought additional time\nto engineer a more comprehensive solution to harvest the significant\noperational gearing retained in the business where the current business model\ncould support much higher volumes and would result in the vast majority of\nincreased income falling straight to the bottom line.\n\nIn these circumstances the recent financial performance has been resilient and\nwe are not planning for any material changes in market conditions as we look\nto FY27 as a whole, acknowledging the potential impact of the continuing\ndisruption from events in the Middle East.\n\nGiven the external factors influencing some of the Company’s key operating\nmarkets, our immediate priority remains to support our franchise partners,\nultimately for the benefit of our own underlying business, where the strength\nof the Mothercare brand endures.\n\nAccordingly, we remain in discussions to restore critical mass, a process\ngreatly assisted by the recent refinancing and alignment of the first-charge\ndebt instrument with our equity.\n\nI would like to thank all of our colleagues and stakeholders for their support\nand efforts, once again in difficult circumstances, and the board remains\ndetermined to optimise the brand IP for the benefit of all stakeholders.\n\nClive Whiley\n\nChairman\n\nMothercare plc\n\nPreliminary Results\n\nFINANCIAL AND OPERATIONAL REVIEW\n\nWorldwide retail sales by our franchise partners were £180.0 million (2025:\n£230.6 million) a decline of 22% year on year, or 19% at constant currency.\nThe decline largely resulted from the longstanding uncertainty in our Middle\nEastern markets, including the more recent impact of the war in Iran, together\nwith phasing out of the UK market as we ended our exclusive distribution\nrelationship with Boots at the end of 2025.\n\nThe underlying strength of the business is demonstrated by the fact that\nexcluding the Middle East and the UK, where we continue to believe that there\nremains a greater opportunity for the brand with a new partner in the UK, on a\nlike for like basis our total retail sales were positive for the full year to\nMarch 2026.\n\nThe loss from operations in the year was £1.2 million (2025: £16.0 million\nprofit). To better understand the underlying results, the Group uses a non-\nstatutory reporting measure of adjusted profit, to show results before any\none-off significant non- trading items. In the current year this primarily\ninvolves adjusting for restructuring and reorganisation costs which are\nnon-recurring, resulting in £1.7 million added back. In prior year £13.6\nmillion was subtracted predominantly related to the India sale of IP rights. \nThese adjusting items, together with depreciation and amortisation of £1.5\nmillion (2025: £1.5 million), result in an adjusted EBITDA for the year of\n£1.3 million (2025: £3.5 million).\n\nThe Group recorded a loss for the 52 weeks to 28 March 2026 of £5.0 million\n(2025: £6.2 million profit). The adjusted loss for the year was £3.3 million\n(2025: £2.5 million). The adjusting items are detailed in note 6.\n\nWhilst revenues decreased by £16.5 million, adjusted cost of sales decreased\nby £11.5 million, resulting in an adjusted gross profit reduction of £5.3\nmillion. This was primarily driven by the reduction of royalties by £3.5\nmillion, as a result of the lower retail sales together with the impact of the\nIndia JV deal.\n\nAdministrative expenses before adjusted items were £10.4 million, a reduction\nof £2.1 million compared to the previous year. The largest reduction was IT\ncosts of £1.4 million driven by continued savings generated by the new ERP\nsystem and reduced cost of IT support, with further savings driven by tight\ncontrol of overheads, most notably across payroll, professional fees and\npension costs.\n\nRetail space at the end of the year was 0.8 million sq. ft. from 331 stores\n(2025: 0.9 million sq. ft. from 372 stores).\n\nFINANCING\n\nIn February 2026, prior to the balance sheet date, the Group entered into a\nnew financing arrangement with a consortium of investors through a special\npurpose vehicle, CTM Funding Ltd, to refinance and amend its existing debt\nfacility. The previous £8.0 million Gordon Brothers facility was repaid and\nreplaced with a new facility provided by CTM Funding Ltd.\n\nRichard Griffiths, a substantial shareholder in Mothercare, is one of the\nconsortium of investors, contributing £5.0 million to and the majority\nshareholder in CTM Funding. The Directors recognise the improved alignment\nbetween the Company’s secured creditors (including the pension and debt\nholders) and shareholders.\n\nThe new facility initially provided funding of £8.46 million. The maturity of\nthe facility has been extended to 31 December 2027, providing the Group with\ngreater medium-term funding comfort. After the year end additional funding of\n£1.54 million has been raised via the same special purpose vehicle.\n\nThe amended facility carries a total coupon of 25% per annum, comprising a 10%\ncash coupon, consistent with the previous facility, together with an\nadditional 15% payment in-kind (PIK) coupon, which accrues to the loan balance\nand is non-cash in nature.\n\nAt the year-end Mothercare had total cash of £ 2.8 million (March 2025: £4.3\nmillion), against the £8.5 million (March 2025: £8.0 million) of the\nGroup’s revised loan facility. The facility was fully drawn up to the new\nfinancing agreement in February 2026 and remained fully drawn to year end.\n\nThe facility is in default as a result of breaching financial covenants, which\ncannot be remedied, and so is repayable on demand. However, the facility is\ncontrolled by shareholders and additional funding of £1.54 million has been\nraised post year end, which demonstrates the ongoing support provided to the\nbusiness.\n\nPENSION SCHEME CONTRIBUTIONS\n\nAt 28 March 2026, there were two defined benefit schemes, both of which have\nbeen closed to new members, the Staff Scheme and the Executive Scheme.\nFollowing the full actuarial triennial valuation at 31 March 2023, the deficit\non the Staff Scheme was £35.0 million, resulting from assets of £197.6\nmillion and liabilities of £232.6 million, the Executive Scheme was in\nsurplus, with assets of £81.2 million and liabilities of £80.5 million. The\nschemes are independent and so the small surplus on the Executive Scheme\ncannot be used to set off the deficit on the Staff Scheme.\n\nAfter the reporting date, the Group completed a full buy-out of the\nliabilities of the Executive Scheme with an insurance company. As a result of\nthis transaction, all obligations relating to the Executive Scheme have been\nirrevocably transferred to the insurer, together with the scheme assets, and\nthe Group has no further legal or constructive obligation in respect of this\nscheme. The buy-out was completed on 31 March 2026. Accordingly, the Executive\nScheme will be derecognised from the Group’s statement of financial position\nin the financial year ending 27 March 2027.\n\nThe deficit on the Staff Scheme to be funded at 31 March 2023 of £35.0\nmillion was a significant reduction from the total deficit of £124.6 million\nat 31 March 2020: the Staff Scheme deficit of £101.7 million, from assets of\n£278.0 million and liabilities of £379.7 million and the Executive Scheme\ndeficit of £22.9 million, from assets of £105.7 million and liabilities of\n£128.6 million. The 31 March 2026 valuation will take place over the coming\nyear.\n\nThese deficits are on an actuarial technical provisions basis, which is used\nto determine the contributions required and produces different figures from\nthose included in the balance sheet, which are required to be from applying\nIAS 19 and resulted in the £20.1 million liability on the balance sheet in\nrelation to the pension schemes as at 28 March 2026 (£21.1 million as at 29 \nMarch 2025)\n\nThe annual contributions previously agreed for the Staff Scheme in the year to\nMarch 2026 and March 2027 were £3 million in each year,  a total of £6\nmillion. However, in order to support the Company’s cash flows whilst it is\nexploring growth opportunities, the Trustee agreed to defer these\ncontributions to March 2027, with a revised schedule of contributions to be\nagreed by 31 March 2027. This will include a resumption of contributions from\n19 April 2027 at a level that the Trustee considers to be affordable to the\nGroup.\n\nPrior to the contributions deferral the following annual contributions for the\nStaff Scheme and the costs for both schemes, which had been agreed with the\nTrustee, for the years ending in March are as follows: 2026 and 2027 - £3.0\nmillion: 2028 and 2029 - £4.0 million; 2030 and 2031 £5.0 million; 2032 -\n£6.0 million and 2033 £0.5 million.\n\nOPERATING MODEL\n\nThe Group continues to work towards its goal of becoming an asset light\nbusiness. We continue to use our tripartite agreement (‘TPA’) process,\nwhereby the franchise partners commit to paying the manufacturing partners for\nthe product when due and in return the manufacturing partners are generally\nwilling to offer improved credit terms.\n\nWe have subsequently further improved the TPA model whereby the franchise\npartner is invoiced directly by the manufacturing partner. This allows the\nmanufacturing partners the opportunity to obtain credit insurance in relation\nto the franchise partners’ debt, which due to MGB’s limited trading\nhistory was sometimes difficult to obtain for invoices raised to MGB.\nAdditionally, this model removes the Group’s exposure to the debt and\nworking capital requirement for these products. Where this is the case, under\nIFRS 15 the Group is the agent in the transaction – previously the Group was\nthe principal. Hence for these products the creditors and stock are not\nrecognised by the Group and whilst the associated revenue and cost of sales is\nexcluded there is no material impact on the absolute margin earned. The\nresponsibility for design, quality control and choice of manufacturing partner\nfor these products are unchanged and remains with the Group. The impact in\n2026 of partners newly adopting the direct invoice model versus prior year is\nreduced revenue of £1.9 million with a corresponding reduction in cost of\nsales of £1.9 million (£0.9  million impact in prior year).\n\nFor those orders where the franchise partner is not invoiced directly, the\nmajority are covered by letters of credit, bank or other guarantees to reduce\nour bad debt exposure.\n\nAdditionally, for orders which are not invoiced directly, we have moved the\ncurrency of the payments from our franchise partners to match the currency\npaid to our manufacturing partners, hence removing a significant amount of\nforeign exchange exposure.\n\nBALANCE SHEET\n\nNet liabilities increased by £1.5 million during the year, reflecting the\ncontinued impact of challenging retail conditions, lower levels of trading\nactivity and the effect of financing arrangements entered into prior to the\nyear end.\n\n 28 March 2026 29 March 2025 £ million n \n £ million \n Investment in associate 10.8 10.8 \n Intangible fixed assets 6.7 7.8 \n Retirement benefit obligations liability (20.1) (21.1) \n Net borrowings (excluding IFRS 16 lease liabilities) (5.7) (3.7) \n Trade and other receivables 4.0 4.1 \n Trade and other payables (5.0) (6.2) \n Current tax liabilities (1.2) (1.3) \n Other net liabilities (0.4) 0.2 \n Net liabilities (10.9) (9.4) \n \n Share capital and premium 198.1 198.1 \n Reserves (209.0) (207.5) \n Total equity (10.9) (9.4) \n\nNON-CURRENT ASSETS\n\nTotal non-current assets reduced during the year, principally as a result of\ndepreciation and amortisation. Property, plant and equipment and right of use\nassets decreased by £0.3 million, primarily reflecting the depreciation of\nexisting assets, while intangible assets reduced by £1.1 million following\nthe normal annual amortisation charge.\n\nTRADE AND OTHER RECEIVABLES\n\nTrade and other receivables decreased by £0.1 million, largely due to timing\nof trade activity around the year end.\n\nTRADE AND OTHER PAYABLES\n\nTrade and other payables reduced by £1.2 million, reflecting both the lower\nlevel of trading during the year and timing of activity around year end.\nAccruals decreased by £0.4 million, trade payables reduced by £0.4 million,\nand advance receipts from customers and other payables decreased by £0.3\nmillion. Tax liabilities remained broadly consistent with the prior year,\ndecreasing marginally by £0.1 million.\n\nINVENTORY\n\nYear-on-year inventory levels decreased to nil, from £0.6 million in prior\nyear, as the Group continued to benefit from its tripartite supply arrangement\nwith suppliers and franchise partners. This model enables products to be\nshipped directly from suppliers to franchise partners, reducing working\ncapital requirements and warehouse inventory while supporting efficient\nfulfilment. The reduced working capital requirement as a result of this model\ncombined with favourable timing of shipments at year end resulted in a nil\nstock balance.\n\nBORROWINGS AND CASH AND CASH EQUIVALENTS\n\nNet borrowings increased by £2.0 million during the year to £5.7 million.\nThis primarily reflected the refinancing of the Group's borrowing facilities\ntogether with lower cash generation from trading. Cash and cash equivalents of\n£2.8 million decreased by £1.5 million versus prior year, driven principally\nby the reduced level of trading activity. In addition, the Group incurred\nfacility arrangement fees of £0.1 million associated with the new financing\narrangements.\n\nPENSION OBLIGATIONS\n\nThe Group's defined benefit pension deficit improved during the year, reducing\nfrom £21.1 million to £20.1 million.\n\nScheme liabilities decreased from £248.3 million to £239.7 million,\nprincipally reflecting favourable movements in financial assumptions,\nincluding an increase in the discount rate, which resulted in a gain on\nliabilities of £13.9 million.\n\nScheme assets decreased from £227.2 million to £219.6 million, primarily due\nto lower-than-expected investment returns, giving rise to an asset experience\nloss of £5.7 million. Overall, the schemes recorded an actuarial gain of\n£3.3 million during the year.\n\n 52 weeks ending 52 weeks ended 53 weeks ended \n £ million 28 March 2026* 29 March 2025 30 March 2024 \n Income statement \n Running costs (0.8) (1.3) (1.4) \n Net (expense) / income for interest on liabilities / return on assets (1.3) (1.3) (1.2) \n Past service cost – – (0.3) \n Net charge (2.1) (2.6) (2.9) \n Cash funding \n Regular contributions – – – \n Deficit contributions – (0.3) (2.1) \n Total cash funding – (0.3) (2.1) \n Balance sheet** \n Fair value of schemes' assets n/a 219.6 227.2 \n Present value of defined benefit obligations n/a (239.7) (248.3) \n Net deficit n/a (20.1) (21.1) \n\n(*)Forecast based on the Trustee’s agreement to extend the deferral to March\n2027.\n(**)The forecast fair value of schemes' assets and present value of defined\nbenefit obligations is dependent upon the movement in external market factors,\nwhich have not been forecast by the Group for 2026 and therefore have not been\ndisclosed.\n\nINCOME STATEMENT\n\n 52 weeks to 52 weeks to 29 March 2025 £million \n 28 March 2026 \n £million \n Revenue 22.4 38.9 \n Adjusted EBITDA (EBITDA before exceptionals) 1.3 3.5 \n Depreciation and amortisation (1.5) (1.5) \n Adjusted profit before interest and taxation (0.2) 2.0 \n Adjusted net finance costs (2.4) (3.7) \n Adjusted (loss) before taxation (2.6) (1.7) \n Adjusted (costs) / income (1.7) 13.6 \n (Loss) / profit before taxation (4.3) 11.9 \n Taxation (0.7) (5.7) \n Total (loss) / profit (5.0) 6.2 \n Earnings per share - basic (0.9)p 1.1p \n Adjusted (loss)/earnings per share - basic (0.6)p (0.4)p \n\nFOREIGN EXCHANGE\n\nThe main exchange rates used to translate International retail sales are set\nout below:\n\n 52 weeks ended 52 weeks ended \n 28 March 2025 29 March 2025 \n Average: \n Saudi riyal 5.02 4.78 \n Emirati dirham 4.92 4.68 \n Kuwaiti dinar 0.410 0.391 \n Qatari riyal 4.88 4.65 \n Indonesian rupiah 22,229 20,415 \n Indian rupee 118.2 107.8 \n Euro 1.16 1.19 \n Closing: \n Saudi riyal 4.97 4.84 \n Emirati dirham 4.90 4.72 \n Kuwaiti dinar 0.406 0.398 \n Qatari riyal 4.87 4.72 \n Indonesian rupiah 22,642 21,345 \n Indian rupee 125.3 111.1 \n Euro 1.15 1.19 \n\nThe principal currencies that impact the translation of International sales\nare shown below. The net effect of currency translation caused worldwide\nretail sales and profit to decrease by £7.9 million (2025: £10.6 million)\nand £0.4 million (2025: £0.5 million) respectively as shown below:\n\n Worldwide sales £ million Adjusted loss £ million \n Saudi riyal (1.1) (0.1) \n Emirati dirham (1.0) (0.1) \n Kuwaiti dinar (0.7) (0.1) \n Qatari riyal (0.6) – \n Indonesian rupiah (2.2) (0.1) \n Indian rupee (1.6) – \n Euro 0.6 – \n Other currencies (1.2) - \n (7.9) (0.4) \n\nNET FINANCE COSTS\n\nNet finance costs decreased by £1.0 million compared with the prior year,\nprimarily reflecting a significant reduction in borrowing costs following the\nGroup's refinancing activities. In the current year, interest was charged on a\nloan principal of £8.0 million at a reduced interest rate of 11.5% for 11\nmonths of the year resulting in the loan interest expense decreasing by £1.3\nmillion to £1.7 million. The loan principal increased in February 2026 to\n£8.46 million at an all-in rate of 25%. In prior year, the Group’s\nborrowings peaked at £19.9 million with associated interest rates reaching\n19% resulting in a relatively higher interest of £3.0 million driven by both\nthe quantum of debt and cost of funding. Part of the loan was repaid in\nOctober 2024 reducing the principal amount to £8.0 million.\n\nNet interest on pension obligations increased by £0.2 million year on year,\ndue to the interest cost on liabilities exceeding the return on assets.\n\nPROFIT FOR THE PERIOD\n\nFor the current financial 52 week period ended 28 March 2026, the total\nstatutory loss after tax for the Group is £5.0 million (2025: £6.2 million\nprofit).\n\nTAXATION\n\nThe tax charge on adjusted result/loss was £0.7 million (2025: £0.8\nmillion), comprising primarily withholding taxes which arises on overseas\nroyalty income notwithstanding the overall loss.\n\nThere was no tax charge relating to adjusted items in the current year. In the\nprior year, the tax charge on adjusted items was £4.9 million, comprising a\ncurrent tax charge of £1.4 million arising on the disposal of intellectual\nproperty and a charge of £3.4 million relating to the utilisation of\nrecognised tax losses against the gain arising on the transfer of intellectual\nproperty to the Group's Indian subsidiary.\n\nThe total statutory tax charge for the year was £0.7 million (2025: £5.7\nmillion).\n\nEARNINGS PER SHARE\n\nStatutory loss per share was 0.9 pence (2025: earnings per share of 1.1\npence). Adjusted basic loss per share was 0.6 pence (2025: adjusted loss per\nshare of 0.4 pence).\n\nCASHFLOW\n\nOperating cash flow improved by £1.6 million during the year, generating a\nnet cash inflow of £0.1 million compared with a net cash outflow of £1.5\nmillion in the prior year. This improvement was principally driven by stronger\nworking capital performance, with a net working capital outflow of £0.4\nmillion compared with £1.5 million in the prior year, reflecting continued\ncost management initiatives and tight control of debtors.\n\nNet cash used in investing activities was £0.2 million (2025: net cash\ngenerated of £14.8 million). The prior year included proceeds of £16.0\nmillion from the disposal of the Group's interest in JVCO 2024 Ltd, whereas\ncurrent year investing activity primarily comprised capital expenditure on\nasset additions.\n\nNet cash used in financing activities was £1.4 million (2025: £14.0\nmillion). During the year, the Group completed the refinancing of its debt\nfacilities, resulting in a net cash inflow of £0.3 million. In the prior\nyear, financing cash flows were principally impacted by the part repayment of\n£11.9 million of the loan facility.\n\nOverall, net cash inflows from operating activities of £0.1 million were more\nthan offset by net cash outflows from investing activities of £0.2 million\nand financing activities of £1.4 million, resulting in a net decrease in cash\nand cash equivalents of £1.5 million during the year.\n\nGOING CONCERN\n\nThe Group’s business activities and the factors likely to affect its future\ndevelopment are set out in the principal risks and uncertainties section of\nthe Group financial statements. The financial position of the Group, its cash\nflows, liquidity position and borrowing facilities are set out in the\nfinancial review.\n\nThe Group entered into financing arrangements during the year with a\nconsortium of investors, the majority of which are current shareholders, to\nrefinance and vary the existing facility via a special purpose vehicle (SPV).\nThis included extending the facility’s term to 31 December 2027. The\nfacility is in default as a result of breaching financial covenants, which\ncannot be remedied, and so is repayable on demand, however, the Directors\nrecognise the improved alignment between the Company's secured creditors\n(including the pension and debt holders) and shareholders. £8.46 million was\nraised during the year with further funding of £1.54 million being raised\nafter year end via the same SPV.\n\nThe consolidated financial statements have been prepared on a going concern\nbasis. When considering the going concern assumption, the Directors of the\nGroup have reviewed a number of factors, including the Group’s trading\nresults and its continued access to sufficient borrowing facilities against\nthe Group’s latest forecasts and projections, comprising:\n* A Base Case forecast; and\n* A Sensitised forecast, which applies sensitivities against the Base Case for\nreasonably possible adverse variations in performance, reflecting the ongoing\nvolatility in our key markets.\nThe Base Case forecast is based on current retail trends and, as such, already\nincludes the impact of the conflict in the Middle East on retail sales. The\nSensitised forecast shows a further decrease in worldwide retail sales of 10%,\nas compared to the Base Case, in the remainder of the financial year to March\n2027 and for the year to March 2028, with the overhead costs assumed to remain\nconstant.\n\nIn making the assessment on going concern the Directors have assumed that the\nGroup is able to mitigate the material uncertainty surrounding the ongoing\nfinancial restructuring of the Group, which includes:\n* The Group’s ability to renegotiate its Defined Benefit Pension Deficit\nRepayment plan with the Pension Trustee. The Trustee has currently  agreed to\ndefer the payment of pension contributions due to March 2027, with a new\nschedule of contributions to be put in place no later than 31 March 2027 at a\ntime and level that the Trustee considers to be affordable to the Group; and\n* The loan facility of £8.46 million at year end was extended to 31 December\n2027 during the year, however, the facility is in default as a result of\nbreaching financial covenants, which cannot be remedied, and so is repayable\non demand. The facility is controlled by shareholders and further funding of\n£1.54 million has been provided post year end, demonstrating the ongoing\nsupport of the business. Management remains in constant dialogue with the\ncurrent lender and the lender has not indicated that it intends to demand\nimmediate repayment.\nThe Board’s confidence in the Group’s Base Case forecast, which indicates\nthe Group will operate with sufficient cash for at least the next 12 months,\nand the Group’s proven cash management capability supports our preparation\nof the financial statements on a going concern basis and therefore financial\nstatements do not include the adjustments that would be required if the Group\nwere unable to continue as a going concern.\n\nHowever, if trading conditions were to deteriorate beyond the level of risks\napplied in the sensitised forecast, or the Group was unable to mitigate the\nmaterial uncertainties assumed in the Base Case Forecast and the Group was not\nable to execute further cost or cash management programmes, the Group would at\ncertain points of the working capital cycle have insufficient cash. If this\nscenario were to crystallise the Group would be unable to meet liabilities as\nthey fall due and  potentially need to secure additional funding. Therefore,\nwe have concluded that, in this situation, there is a material uncertainty\nthat casts significant doubt that the Group will be able to operate as a going\nconcern without utilising uncommitted or new financing facilities.\n\nTREASURY POLICY AND FINANCIAL RISK MANAGEMENT\n\nThe Board approves the Group's treasury policies, with day-to-day treasury\nactivities managed by senior management within the limits of those approved\npolicies.\n\nThe principal financial risks to which the Group is exposed are foreign\ncurrency risk, interest rate risk and credit risk. Where appropriate,\ncost-effective and practicable, the Group uses financial instruments,\nincluding derivative instruments, to manage these risks. However, the Group's\nprimary approach is to minimise exposures through natural hedging wherever\npossible. The Group does not undertake speculative transactions in\nderivatives, foreign currencies or other financial instruments.\n\nFOREIGN CURRENCY RISK\n\nThe Group operates internationally and is exposed to foreign currency risk,\nprincipally in relation to the US dollar. Foreign exchange risk arises on\nfuture commercial transactions and recognised monetary assets and liabilities\ndenominated in currencies other than the Group's functional currency, which is\npounds sterling.\n\nInternational sales to franchisees are invoiced principally in Pounds sterling\nor US dollars. US dollar sales provide a partial natural hedge against the\nGroup's US dollar-denominated product purchases, reducing the overall net\ncurrency exposure. The tripartite purchasing arrangements has increased the\nlevel of currency matching between purchases and sales, further enhancing the\nGroup's natural hedge and reducing exposure to foreign exchange volatility.\n\nINTEREST RATE RISK\n\nThe Group's principal exposure to interest rate risk relates to its £8.5\nmillion term loan. The facility carries a cash interest coupon of 10% per\nannum together with a 15% payment-in-kind (\"PIK\") coupon. The PIK interest\naccrues monthly, is capitalised into the outstanding principal balance and\nbecomes payable on repayment of the facility. Accordingly, increases in the\noutstanding loan balance resulting from the PIK coupon give rise to additional\nfinancing costs and future cash flow obligations, which is the key exposure\nrather than variability in market interest rates.\n\nCREDIT RISK\n\nCredit risk arises from cash and cash equivalents and credit exposures to\ncustomers including outstanding receivables.\n\nThe Group has no significant concentrations of credit risk.\n\nCredit risk is managed on a Group basis. For banks and financial institutions,\nonly independently rated parties with a minimum, rating of ‘A’ are\naccepted.\n\nTrade credit risk is managed through established credit control procedures.\nCredit assessments are performed for new customers using external credit\nreference agencies where appropriate, and individual credit limits are\nestablished and monitored on an ongoing basis. The Group applies the IFRS 9\nsimplified approach to measuring expected credit losses, recognising a\nlifetime expected credit loss allowance for trade receivables. Expected credit\nlosses are measured using provision matrices based on shared credit risk\ncharacteristics and the ageing of receivables. Trade receivables are written\noff when there is no reasonable expectation of recovery, for example where a\ncustomer has failed to engage with the Group regarding repayment or where all\nappropriate recovery actions have been exhausted.\n\nSHAREHOLDERS’ FUNDS\n\nAt 28 March 2026, the Group reported a net liabilities position of £10.9\nmillion (2025: £9.4 million), reflecting a £1.5 million increase in the\ndeficit during the year. The movement principally reflects the loss for the\nyear of £5.0 million, partially offset by an actuarial gain of £3.3 million\nrecognised in respect of the Group's defined benefit pension scheme. The\nreduction in shareholders' funds also reflects the impact of challenging\ntrading conditions during the year, especially in the Middle East arising from\nregional geopolitical instability.\n\nDIRECTORS' RESPONSIBILITIES STATEMENT\n\nThe 2026 Annual Report and Accounts, which will be issued in August 2026,\ncontains a responsibility statement which sets out that as at the date of\napproval of the Annual Report on 13 August 2026, in the case of each director\nin office at the date the Directors' report is approved:\n* so far as the director is aware, there is no relevant information of which\nthe Group's and parent Company's auditors are unaware; and\n* they have taken all the steps that they ought to have taken as a director in\norder to make themselves aware of any relevant audit information and to\nestablish that the Group's and parent Company's auditors are aware of that\ninformation.\nConsolidated income statement\n\nFor the 52 weeks ended 28 March 2026\n\n 52 weeks ended 28 March 2026 52 weeks ended 29 March 2025 \n Note Before Adjusted items (1) Total Before Adjusted items Adjusted items (1) Total \n adjusted \n items \n £ million £ million £ million £ million £ million £ million \n Revenue 4 22.4 – 22.4 38.9 – 38.9 \n Cost of sales (12.6) (0.2) (12.8) (24.1) (0.6) (24.7) \n Gross profit 9.8 (0.2) 9.6 14.8 (0.6) 14.2 \n Share of profit from associate 0.1 – 0.1 \n Administrative (expense)/income (10.4) (0.8) (11.2) (12.5) 14.6 2.1 \n Impairment gain/(loss) on receivables 0.3 – 0.3 (0.3) – (0.3) \n (Loss) / profit from operations (0.2) (1.0) (1.2) 2.0 14.0 16.0 \n Finance costs 6 (2.4) (0.7) (3.1) (3.7) (0.4) (4.1) \n (Loss) / profit before taxation (2.6) (1.7) (4.3) (1.7) 13.6 11.9 \n Taxation 7 (0.7) – (0.7) (0.8) (4.9) (5.7) \n (Loss) / profit for the period (3.3) (1.7) (5.0) (2.5) 8.7 6.2 \n (Loss) / profit for the period attributable to equity holders of the parent (3.3) (1.7) (5.0) (2.5) 8.7 6.2 \n Earnings per share \n Basic 8 (0.9)p 1.1p \n Diluted 8 (0.9)p 1.1p \n1. Adjusted items are considered to be one-off or significant in nature and\n/or value. Excluding these items from profit metrics provides readers with\nhelpful additional information on the performance of the business across the\nperiods because it is consistent with how business performance is reviewed by\nthe Board.\n \n\nConsolidated statement of comprehensive income\n\nFor the 52 weeks ended 28 March 2026\n\n Note 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Profit for the period (5.0) 6.2 \n Items that will not be reclassified subsequently to the income statement: \n Remeasurement of net defined benefit liability: \n Actuarial gain on defined benefit pension schemes 3.3 3.7 \n Fair value gain on intellectual property 9 – 10.7 \n Deferred tax relating to items not reclassified – – \n 3.3 14.4 \n Items that may subsequently be reclassified to the Group income statement: \n Retranslation of net assets of overseas subsidiaries (0.1) \n Total other comprehensive income for the year 3.3 14.3 \n Total comprehensive (expense) / income for the period wholly attributable to equity holders of the parent (1.7) 20.5 \n\nConsolidated balance sheet\n\nAs at 28 March 2026\n\n 28 March 29 March \n Note 2026 2025 £ million \n £ million \n Non-current assets \n Investment in associate 9 10.8 10.8 \n Intangible assets 6.7 7.8 \n Property, plant and equipment 0.1 0.2 \n Right-of-use leasehold assets 0.6 0.8 \n Deferred tax assets 0.1 0.1 \n 18.3 19.7 \n Current assets \n Inventories – 0.6 \n Trade and other receivables 4.0 4.1 \n Current tax assets – – \n Cash and cash equivalents 2.8 4.3 \n 6.8 9.0 \n Total assets 25.1 28.7 \n Current liabilities \n Trade and other payables (5.0) (6.2) \n Lease liabilities (0.2) (0.1) \n Current tax liabilities (1.2) (1.3) \n Provisions (0.4) (0.6) \n Borrowings 11 (8.5) – \n (15.3) (8.2) \n Non-current liabilities \n Borrowings 11 – (8.0) \n Lease liabilities (0.5) (0.7) \n Provisions (0.1) (0.1) \n Retirement benefit obligations (20.1) (21.1) \n (20.7) (29.9) \n Total liabilities (36.0) (38.1) \n Net liabilities (10.9) (9.4) \n Equity attributable to equity holders of the parent \n Share capital 10 89.3 89.3 \n Share premium account 10 108.8 108.8 \n Own shares (0.2) (0.2) \n Translation reserve (3.8) (3.8) \n Revaluation reserve 9 10.7 10.7 \n Retained loss (215.7) (214.2) \n Total equity (10.9) (9.4) \n\nConsolidated statement of changes in equity\n\nFor the 52 weeks ended 28 March 2026\n\n Share capital £ million Share premium account £ million Own shares £ million Translation reserve £ million Revaluation reserve £ million Retained earnings £ million Total equity £ million \n Balance at 29 March 2025 89.3 108.8 (0.2) (3.8) 10.7 (214.2) (9.4) \n Loss for the period – – – – – (5.0) (5.0) \n Other comprehensive income: \n Retranslation of net assets of overseas subsidiaries – – – – – – – \n Remeasurement of defined benefit schemes – – – – – 3.3 3.3 \n Total other comprehensive income – – – – – 3.3 3.3 \n Total comprehensive income – – – – – (1.7) (1.7) \n Transactions with owners \n Share-based payments – – – – – 0.2 0.2 \n Balance at 28 March 2026 89.3 108.8 (0.2) (3.8) 10.7 (215.7) (10.9) \n\nFor the 52 weeks ended 29 March 2025\n\n Share capital £ million Share premium account £ million Own shares £ million Translation reserve £ million Revaluation reserve £ million Retained earnings £ million Total equity £ million \n Balance at 30 March 2024 89.3 108.8 (0.2) (3.7) – (224.3) (30.1) \n Profit for the period – – – – – 6.2 6.2 \n Other comprehensive income: \n Retranslation of net assets of overseas subsidiaries – – – (0.1) – – (0.1) \n Remeasurement of defined benefit schemes – – – – – 3.7 3.7 \n Fair value gain – – – – 10.7 – 10.7 \n Total other comprehensive income – – – (0.1) 10.7 3.7 14.3 \n Total comprehensive income – – – (0.1) 10.7 9.9 20.5 \n Transactions with owners \n Share-based payments – – – – – 0.2 0.2 \n Balance at 29 March 2025 89.3 108.8 (0.2) (3.7) 10.7 (214.2)‌‌ (9.4) \n\nConsolidated cash flow statement\n\nFor the 52 weeks ended 28 March 2026\n\n 52 weeks ended 52 weeks ended 29 March \n 28 March \n Note 2026 2025 £ million \n £ million \n Net cash inflow/(outflow) from operating activities 11 0.1 (1.5) \n Cash flows from investing activities: \n Investment in associate – (0.1) \n Proceeds from sale of IP – 16.0 \n Purchase of intangibles - software (0.2) (1.1) \n Net cash inflow/(outflow) from investing activities (0.2) 14.8 \n Cash flows from financing activities: \n Repayment of borrowings (8.1) (11.9) \n Drawdown of new facility 8.4 \n Proceeds from post administration distribution – 1.2 \n Interest paid (0.8) (3.0) \n Lease interest paid (0.1) – \n Repayments of leases (0.1) (0.3) \n Transaction costs paid on borrowings (0.6) – \n Net cash outflow from financing activities (1.4) (14.0) \n Net decrease in cash and cash equivalents (1.5) (0.7) \n Cash and cash equivalents at beginning of period 4.3 5.0 \n Cash and cash equivalents at end of period 2.8 4.3 \n\nNotes\n\n1. General information\n\nThe Group's business activities, together with factors likely to affect its\nfuture development, performance and position are set out in the Chairman's\nstatement and the financial review, and include a summary of the Group's\nfinancial position, its cash flows and borrowing facilities and a discussion\nof why the directors consider that the going concern basis is appropriate.\n\nWhilst the financial information included in this preliminary announcement\nhas been prepared in accordance with international accounting standards in\nconformity with the requirements of the Companies Act 2006, this announcement\ndoes not itself contain sufficient information to comply with all the\ndisclosure requirements of IFRS.\n\nThe financial information set out in this announcement does not constitute\nthe Group's statutory accounts for the 52-week period ended 28 March 2026 or\nthe 52-week period ended 29 March 2025, but it is derived from those accounts.\nStatutory accounts for 2025 have been delivered to the Registrar of Companies\nand those for 2026 will be delivered in August 2026. The auditor has reported\non the 2026 accounts: their report includes a material uncertainty over going\nconcern. The 2026 financial statements are available on the Group's website\n(www.mothercareplc.com).\n\n2. Accounting Policies and Standards\n\nGoing concern\n\nAs stated in the strategic report, the Group’s business activities and the\nfactors likely to affect its future development are set out in the principal\nrisks and uncertainties section of the Group financial statements. The\nfinancial position of the Group, its cash flows, liquidity position and\nborrowing facilities are set out in the financial review.\n\nThe Group entered into financing arrangements during the year with a\nconsortium of investors, the majority of which are current shareholders, to\nrefinance and vary the existing facility via a special purpose vehicle (SPV).\nThis included extending the facility’s term to 31 December 2027. The\nfacility is in default as a result of breaching financial covenants, which\ncannot be remedied, and so is repayable on demand, however, the Directors\nrecognise the improved alignment between the Company's secured creditors\n(including the pension and debt holders) and shareholders. £8.46 million was\nraised during the year with further funding of £1.54 million being raised\nafter year end via the same SPV.\n\nThe consolidated financial statements have been prepared on a going concern\nbasis. When considering the going concern assumption, the Directors of the\nGroup have reviewed a number of factors, including the Group’s trading\nresults and its continued access to sufficient borrowing facilities against\nthe Group’s latest forecasts and projections, comprising:\n* A Base Case forecast; and\n* A Sensitised forecast, which applies sensitivities against the Base Case for\nreasonably possible adverse variations in performance, reflecting the ongoing\nvolatility in our key markets.\nThe Base Case forecast is based on current retail trends and, as such, already\nincludes the impact of the conflict in the Middle East on retail sales. The\nSensitised forecast shows a further decrease in worldwide retail sales of 10%,\nas compared to the Base Case, in the remainder of the financial year to March\n2027 and for the year to March 2028, with the overhead costs assumed to remain\nconstant.\n\nIn making the assessment on going concern the Directors have assumed that the\nGroup is able to mitigate the material uncertainty surrounding the ongoing\nfinancial restructuring of the Group which includes:\n* The Group’s ability to renegotiate its Defined Benefit Pension Deficit\nRepayment plan with the Pension Trustee. The Trustee has currently  agreed to\ndefer the payment of pension contributions due to March 2027, with a new\nschedule of contributions to be put in place no later than 31 March 2027 at a\ntime and level that the Trustee considers to be affordable to the Group.\n* The loan facility of £8.46 million at year end was extended to 31 December\n2027 during the year, however, the facility is in default as a result of\nbreaching financial covenants, which cannot be remedied, and so is repayable\non demand. The facility is controlled by shareholders and further funding of\n£1.54 million has been provided post year end, demonstrating the ongoing\nsupport of the business. Management is in continual dialogue with the current\nlender and the lender has not indicated that it intends to demand immediate\nrepayment.\nThe Board’s confidence in the Group’s Base Case forecast, which indicates\nthe Group will operate with sufficient cash for at least the next 12 months,\nand the Group’s proven cash management capability supports our preparation\nof the financial statements on a going concern basis and therefore financial\nstatements do not include the adjustments that would be required if the Group\nwere unable to continue as a going concern.\n\nHowever, if trading conditions were to deteriorate beyond the level of risks\napplied in the sensitised forecast, or the Group was unable to mitigate the\nmaterial uncertainties assumed in the Base Case Forecast and the Group was not\nable to execute further cost or cash management programmes, the Group would at\ncertain points of the working capital cycle have insufficient cash. If this\nscenario were to crystallise the Group would be unable to meet liabilities as\nthey fall due and  potentially need to secure additional funding. Therefore,\nwe have concluded that, in this situation, there is a material uncertainty\nthat casts significant doubt that the Group will be able to operate as a going\nconcern without utilising uncommitted or new financing facilities.\n\nNew and amended standards adopted by the Group\n\nThe Group has applied the following amendment for the first time for its\nannual reporting period commencing on or after 1 January 2025:\n\nAmendments to IAS 21 - Lack of Exchangeability\n\nThe amendment above did not have any impact on the amounts recognised in prior\nperiods and are not expected to significantly affect the current or future\nperiods.\n\nNew standards and interpretations not yet adopted\n\nCertain amendments to accounting standards have been published that are not\nmandatory for 29 March 2026 reporting periods and have not been early adopted\nby the Group. These amendments are not expected to have a material impact on\nthe entity in the current or future reporting periods or on foreseeable future\ntransactions.\n\nRetirement benefits\n\nPayments to defined contribution retirement benefit schemes are charged as\nan expense as they fall due.\n\nFor defined benefit schemes, the cost of providing benefits is determined\nusing the Projected Unit Credit Method, with actuarial valuations being\ncarried out at each balance sheet date. Actuarial gains and losses are\nrecognised in full in the period in which they occur. They are recognised\noutside of the income statement and presented in other comprehensive income.\n\nPast service cost is recognised immediately to the extent that the benefits\nare already vested.\n\nThe retirement benefit obligation recognised in the balance sheet represents\nthe present value of the defined benefit obligation less the fair value of\nscheme assets. Any asset resulting from this calculation is limited to past\nservice cost, plus the present value of available refunds.\n\nThe Group has an unconditional right to a refund of surplus under the rules.\n\nIn consultation with the independent actuaries to the schemes, the valuation\nof the pension obligation has been updated to reflect: current market\ndiscount rates; current market values of investments and actual investment\nreturns; and also for any other events that would significantly affect the\npension liabilities. The impact of these changes in assumptions and events has\nbeen estimated in arriving at the valuation of the pension obligation.\n\nAlternative performance measures (APMs)\n\nIn the reporting of financial information, the directors have adopted various\nAPMs of historical or future financial performance, position or cash flows\nother than those defined or specified under International Financial\nReporting Standards (IFRS). A full definition is shown in the annual report.\n\nThese measures are not defined by IFRS and therefore may not be directly\ncomparable with other companies' APMs, including those in the Group's\nindustry.\n\nAPMs should be considered in addition to, and are not intended to be a\nsubstitute for, or superior to, IFRS measures.\n\nPurpose\n\nThe directors believe that these APMs assist in providing additional useful\ninformation on the performance and position of the Group because they are\nconsistent with how business performance is reported to the Board and\nOperating Board.\n\nAPMs are also used to enhance the comparability of information between\nreporting periods and geographical units by adjusting for non-recurring or\nuncontrollable factors which affect IFRS measures, to aid the user in\nunderstanding the Group's performance.\n\nConsequently, APMs are used by the directors and management for performance\nanalysis, planning, reporting and incentive setting purposes and have remained\nconsistent with prior year except where expressly stated.\n\nThe key APMs that the Group has focused on during the period are as follows:\n\nGroup worldwide sales:\n\nGroup worldwide sales are total international retail sales. Total Group\nrevenue is a statutory number and is made up of receipts from international\nfranchise partners, which includes royalty payments and the cost of goods\ndispatched to international franchise partners.\n\nConstant currency sales:\n\nThe Group reports some financial measures on both a reported and constant\ncurrency basis. Sales in constant currency exclude the impact of movements in\nforeign exchange translation. The constant currency basis retranslates the\nprevious year revenues at the average actual periodic exchange rates used in\nthe current financial year. This measure is presented as a means of\neliminating the effects of exchange rate fluctuations on the year-on-year\nreported results.\n\nLoss before adjusted items:\n\nThe Group's policy is to exclude items that are considered to be significant\nin both nature and/or quantum and where treatment as an adjusted item provides\nstakeholders with additional useful information to assess the year-on-year\ntrading performance of the Group. On this basis, the following items were\nincluded within adjusted items for the 52- week period ended 28 March 2026:\n* costs associated with restructuring and redundancies; \n* provisions related to onerous contracts;\n3. Segmental information\n\nIFRS 8 requires operating segments to be identified on the basis of internal\nreports about components of the Group that are regularly reported to the\nGroup's executive decision makers (comprising the executive directors and\nOperating Board) in order to allocate resources to the segments and assess\ntheir performance. Under IFRS 8, the Group has not identified that its\noperations represent more than one operating segment.\n\nThe results of franchise partners are not reported separately, nor are\nresources allocated on a franchise partner by franchise partner basis and\ntherefore have not been identified to constitute separate operating segments.\n\n4. Revenue\n\nRevenues are attributed to countries on the basis of the customer's location.\nDuring the year, the Group had three customers that individually represented\nmore than 10% of Group revenue. Revenue from these customers amounted to £6.1\nmillion, £2.4 million and £3.0 million respectively, representing 27%, 11%\nand 13% of total Group revenue.\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Sale of goods to franchise partners 14.1 27.1 \n Royalties income 8.3 11.8 \n Total revenue 22.4 38.9 \n\n\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Turnover by destination: \n UK 2.0 9.9 \n Europe 6.6 8.8 \n Middle East 6.4 9.3 \n Asia 7.4 10.9 \n Total revenue 22.4 38.9 \n\n5.Adjusted items\n\nThe total adjusted items reported for the 52-week period ended 29 March 2025\nis a net gain of £13.6 million (2024: £0.2 million loss). The adjustments\nmade to reported profit before tax to arrive at adjusted profit are:\n\n Adjusted items: 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Cost of sales \n Onerous contract provision (0.2) (0.6) \n Administrative expenses \n Sale of IP rights - 15.2 \n Financial asset - 0.5 \n Past service costs - (0.3) \n Restructuring and reorganisation costs included in administrative expenses (0.8) (0.8) \n (0.8) 14.6 \n Finance costs \n Restructuring costs included in finance costs (0.7) (0.4) \n Adjusted items before tax (1.7) 13.6 \n\nOnerous contract provision – £(0.2) million (2025:£(0.6) million)\n\nOnerous contract costs relating to lower contracted cost recoveries compared\nwith the actual costs incurred. \n\nSale of IP rights   £Nil million (2025: £15.2 million)\n\nIn prior year Mothercare and Reliance (our Indian Franchise partner) created a\nnew joint venture. Under the terms of arrangement, Reliance paid £16.0\nmillion to acquire a 51% interest in a new joint venture Company JVCO 2024 Ltd\nwhich held the Mothercare Intellectual property (IP) for certain Asian\ncountries, with Mothercare retaining a 49% residual shareholding. Mothercare\nearned a net income of £15.2 million from the arrangement as outlined below:\n\n IP sale £ million \n Proceeds on the sale of 51% of JVCO Ltd 16.0 \n Royalty concessions given as a result of the deal (0.4) \n Professional fees incurred on the deal (0.4) \n Net proceeds 15.2 \n\nFinancial asset – £Nil million (2025: £0.5 million)\n\nThe prior year amount relates to the true-up of the financial asset arising on\nthe revolving capital facility, which was valued at the end of financial year\n2025 based on the information available at the time, whilst assuming the\nworst-case scenario that no further distributions are to be received.\n\nPast service costs – £Nil million (2025: £(0.3) million)\n\nPast service cost in prior year was as a result of the Executive Pension\nScheme equalising Guaranteed Minimum Pensions (GMPs) for all pensioner\nmembers.\n\nRestructuring and reorganisation costs included in administrative expenses –\n£(0.8) million (2025: £(0.8) million)\n* £(0.3) million redundancy payments made to certain staff during the year;\n* £(0.3) million legal and professional fees incurred by the Pension trustee\nas a result of the refinancing of the Group’s loan facility;\n* £(0.2) million costs relating to legal fees incurred for a case against a\nformer franchise partner and legal fees relating to redundancies.\nThe prior year costs related to:\n* £(0.4) million redundancy payments made to certain staff during the year;\n* £(0.2) million legal and professional fees incurred by the Pension trustee\nas a result of the refinancing of the Group’s loan facility;\n* £(0.3) million costs incurred in de-commissioning IT equipment due to the\nnew ERP going live during the year; offset by\n* £0.1 million credit received from our registrars relating to unclaimed\ndividend\nRestructuring costs included in finance costs – £(0.7) million (2025:\n£(0.4) million)\n\nOf the current year charge £(0.6) million relates to costs linked to\nrefinancing of the Group’s existing loan facility and £(0.1) million\nrelates to certain interest charges on tax liabilities. The interest charged\non tax liabilities has been treated as an adjusted item because it arises from\ntax liabilities relating to the IP sale transaction, which was itself treated\nas an adjusted item in the prior year. The prior year charge of £(0.4)\nmillion related to costs linked to refinancing of the Group’s existing loan\nfacility.\n\n6. Net finance costs\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Other interest payable and finance charges 1.7 3.0 \n Net interest expense on liabilities/return on assets on pension 1.3 1.1 \n Interest on lease liabilities 0.1 - \n Net finance costs 3.1 4.1 \n\n7.Taxation\n\nThe charge for taxation on profit for the period comprises:\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Current tax: \n UK tax - 1.5 \n Foreign taxation 0.7 0.8 \n 0.7 2.3 \n Deferred tax: \n Origination and reversal of temporary differences - 3.5 \n Adjustment in respect of prior periods - (0.1) \n Charge for taxation on profit for the period 0.7 5.7 \n\nUK corporation tax is calculated at 25% (2025: 25%) of the estimated\nassessable profit for the period. Taxation for other jurisdictions is\ncalculated at the rates prevailing in the respective jurisdictions.\n\nThe charge for the period can be reconciled to the profit for the period\nbefore taxation per the consolidated income statement as follows:\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Profit for the period before taxation (4.3) 11.9 \n Profit for the period before taxation multiplied by the standard rate of corporation tax in the UK of 25.0% (2025: 25.0%) (1.1) 3.0 \n Effects of: \n Expenses not deductible for tax purposes - (1.2) \n Income not taxable 0.2 (4.2) \n Foreign tax credits (0.1) 0.7 \n Foreign tax 0.5 - \n Adjustments in respect of prior years - (0.1) \n Degrouping - 6.7 \n Exempt distribution (0.1) - \n Movement in deferred tax not recognised 1.3 0.8 \n Charge for taxation on profit for the period 0.7 5.7 \n\nNo deferred tax was charged directly to other comprehensive income relating to\nretirement benefit obligations (2025: £Nil) (2024: £2.0 million).\n\n8. (Losses) / earnings per share\n\n 52 weeks ended 52 weeks ended 29 March 2025 million \n 28 March \n 2026 \n million \n Weighted average number of shares in issue 563.8 563.8 \n Potential ordinary shares 11.5 \n Diluted weighted average number of shares 563.8 575.3 \n Number of shares at period end 563.8 563.8 \n £ million £ million \n (Loss) / profit for basic and diluted earnings per share (5.0) 6.2 \n Adjusted items (1.7) (8.7) \n Tax effect of above items – – \n Adjusted (loss)/profit (3.3) (2.5) \n \n Pence Pence \n Basic (losses)/earnings per share (0.9) 1.1 \n Basic adjusted (losses) per share (0.6) (0.4) \n Diluted (losses)/earnings per share (0.9) 1.1 \n Diluted adjusted (losses) per share (0.6) (0.4) \n \n Analysis of shares by class 28 March 2026 million 29 March 2025 million \n Ordinary shares at period end date 563.8 563.8 \n Antidilutive/dilutive SAYE options – 0.1 \n Antidilutive/dilutive LTIP options 9.1 11.4 \n Total 572.9 575.3 \n\nWhere there is a loss per share, the calculation has been based on the\nweighted average number of shares in issue, as the loss renders all\npotentially dilutive shares anti-dilutive.\n\n9. Investment in associates\n\nSet out below is the associate of the Group as at 28 March 2026 which in the\nopinion of the directors is material to the Group. It has share capital\nconsisting solely of shares held directly by the Group’s subsidiary\nMothercare Global Brand Limited.\n\n % ownership interest Nature of relationship Measurement method Fair value £million Carrying amount £million \n JVCo 2024 Ltd 49% Associate Equitymethod 10.8 10.8 \n\nJVCO 2024 Ltd, a company incorporated in the UK is engaged in retailing of\nclothing, equipment and other categories for parents and young children via a\nfranchisee model in the territories of India, Bhutan, Sri Lanka, Nepal and\nBangladesh. The fair value has been determined with reference to the most\nrecent arm's length transaction, which occurred in the prior year. Management\nhas assessed that there have been no significant changes in market conditions\nor the investee's circumstances since the transaction that would indicate the\ntransaction price is no longer representative of fair value. The investment is\nsubject to market, operational and country-specific risks associated with the\ninvestee's activities and the territories in which it operates. There were no\nsignificant changes in the nature of these risks during the reporting period.\n\nAt year end, the associate did not hold any contingent liabilities or\ncommitments.\n\n10. Share Capital and Share Premium\n\nThe Company has one class of ordinary shares, which carry equal voting rights,\nrights to dividends when declared and rights to participate in the\ndistribution of surplus assets on a winding up. The Company has no authorised\nshare capital. Share premium represents amounts received from shareholders\nabove the nominal value of shares issued and is subject to applicable legal\nrestrictions. There was no movement in the stated share capital during the\nyear.\n\n11. Cashflow from operating activities\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n (Loss) / profit from operations (1.2) 16.0 \n Adjustments for: \n Depreciation of property, plant and equipment 0.1 0.1 \n Amortisation of right-of-use assets 0.2 0.2 \n Amortisation of intangible assets 1.3 1.2 \n Share of profit of associate (0.1) – \n Gain on sale of subsidiary – (15.2) \n Gain on adjusted foreign currency movements (0.2) (0.1) \n Equity-settled share-based payments 0.2 0.2 \n Movement in provisions (0.2) 0.4 \n Net gain on financial derivative instruments – (0.5) \n Payments to retirement benefit schemes (0.3) (2.2) \n Charge to profit from operations in respect of retirement benefit schemes 1.3 1.4 \n Operating cash inflow before movement in working capital 1.1 1.5 \n Decrease in inventories 0.6 – \n Decrease in receivables 0.1 0.6 \n (Decrease) in payables (1.1) (2.1) \n Net cash inflow from operating activities before tax 0.7 – \n Income taxes paid (0.6) (1.5) \n Net cash inflow/(outflow) from operating activities after tax 0.1 (1.5) \n\nAnalysis of net debt\n\n 29 March 2025 £ million Cash flow £ million Other non–cash movements (1) £ million 28 March 2026 £ million \n Term loan (8.0) (0.3) (0.2) (8.5) \n Cash at bank 4.3 (1.5) – 2.8 \n IFRS 16 lease liabilities (0.8) 0.2 (0.1) (0.7) \n Net debt (4.5) (1.6) (0.3) (6.4) \n\n(1) Non-cash movements represents payment in kind (PIK) interest on the Term\nLoan and interest on the right of use liabilities\n\nThe Group had outstanding borrowings at 28 March 2026 of £8.5 million (2024:\n£8.0 million).\n\nDuring the year, the Group entered into new financing arrangements with CTM\nFunding Limited amending the existing facility with Gordon Brothers. Under the\namended agreement the existing loan with Gordon Brothers was settled and a\nlarger facility of £8.5 million was agreed. The facility’s term has also\nbeen extended to 31 December 2027. The facility now carries a coupon of 25%\nper annum, comprising an unchanged 10% per annum cash pay coupon and an\nadditional 15% per annum ‘payment in kind’ non-cash coupon.  The loan is\nsecured on the assets and shares of specific Group subsidiaries. The loan is\nsubject to covenants which include minimum royalties, minimum EBITDA and\nminimum liquidity covenants.\n\n12. Events after the balance sheet date\n\nManagement has assessed events occurring after the reporting date up to the\ndate of authorisation of these financial statements and has concluded that,\nother than the events described below and any other matters disclosed in these\nfinancial statements, there are no additional material adjusting or\nnon-adjusting events requiring recognition or disclosure.\n\nCompletion of Executive Defined Benefit Pension Scheme Buy-out\n\nAfter the reporting date, the Group completed a full buy-out of the\nliabilities of the Executive Scheme with an insurance company. As a result of\nthis transaction, all obligations relating to the Executive Scheme have been\nirrevocably transferred to the insurer, together with the scheme assets, and\nthe Group has no further legal or constructive obligation in respect of this\nscheme.\n\nThe buy-out was completed on 31 March 2026. Accordingly, the Executive Scheme\nwill be derecognised from the Group’s statement of financial position in the\nfinancial year ending 27 March 2027.\n\nThis transaction represents a non-adjusting event after the reporting period,\nas the buy-out occurred after the reporting date and does not provide evidence\nof conditions that existed at that date. Therefore, no adjustments have been\nmade to the amounts recognised in respect of the Executive Scheme in these\nfinancial statements. At the reporting date, no binding agreement or\ncontractual obligation to complete the buy-out existed, and the Group retained\nthe risks and rewards associated with the Executive Scheme.\n\nThe buy-out is expected to result in a settlement gain in the subsequent\nreporting period, being the difference between:\n* the defined benefit obligation of the executive Scheme at the date of\nsettlement; and\n* the premium paid to the insurer (including transaction costs).\nAn estimate of the financial effect of the transaction is estimated at £0.6\nmillion, which will be recognised in the income statement in the period ending\n27 March 2027.\n\nFinancing activities\n\nSubsequent to the reporting date, the Group received additional funding of\n£1.54 million from CTM Funding Ltd under its existing lending facility. This\nrepresents the remaining available balance of the facility and increases the\ntotal amount drawn from £8.5 million, which was initially advanced in\nFebruary, to the full facility limit of £10.0 million.","article_body_html":"","raw_payload":{"data":{"id":"nGNE49pDz","title":"REG-Full Year Results 2026","author":"Globe Newswire","ticker":"MTC","created":"2026-08-14T08:35:54.234Z","tickers":["MTC"],"exchange":"LSE","article_body":"Mothercare plc\n\nFull Year Results 2026\n\nMothercare plc (\"Mothercare\", \"the Company\" or \"the Group\"), the highly\ntrusted British heritage brand, that connects with the parents of newborn\nbabies and children across multiple product categories throughout their early\nlife as parents, today announces full year results for the 52-week period to\n28 March 2026. Comparatives throughout are based on the 52-week period to 29\nMarch 2025.\n\nKey Highlights\n* Worldwide retail sales by franchise partners of £180.0 million (2025:\n£280.8 million)\n* Adjusted EBITDA of £1.3 million (2025: £3.5 million)\n* Net borrowings of £5.7 million (2025: £3.7 million) at the year end\nCurrent Trading & Outlook\n* In the first nineteen weeks of FY27, the Group's Franchise Partners\nrecorded total retail sales of £58.5 million (FY26: £68.8 million), largely\nreflecting the ongoing uncertainty in the Middle East and the ending of our\narrangement with Boots in the UK.  On a like for like basis, excluding the\nMiddle East and the UK, retail sales were positive in this initial period of\nFY27.\n* In these circumstances the recent financial perfomance has been resilient\nand we are not planning for any material changes in market conditions as we\nlook to FY27 as a whole, acknowledging the situation in the Middle East and in\nthe UK alongside our progress in other markets.\n* Our refinanced and enlarged £10.0 million debt facilities support our\nongoing efforts to engineer a more comprehensive solution to harvest the\nsignificant operational gearing retained in the business, where the current\nbusiness model could support much higher volumes and would result in the vast\nmajority of increased income falling straight to the bottom line. \n* Our priority remains to support our franchise partners around the world,\nultimately for the benefit of our own underlying business, where the strength\nof the Mothercare brand endures. \nFinancial Highlights\n* Statutory (loss) for the 52 weeks to 28 March 2026 of £5.0 million (2025:\nprofit of £6.2 million)\n* Net debt(3) at £6.4 million (2025: £4.5 million)\nOur Group\n\n 52 weeks to 52 weeks to % \n 28 Mar 29 Mar change \n 2026 2025 vs. \n £million £million last year \n Revenue 22.4 38.9 (42)% \n Adjusted EBITDA 1.3 3.5 (63)% \n Adjusted operating (loss) / profit (0.2) 2.0 (110)% \n Group adjusted (loss) after taxation (2) (3.3) (2.5) (32)% \n Statutory (loss) / profit (5.0) 6.2 (181)% \n \n\nOur franchise partners\n\n 52 weeks to 52 weeks to % \n 28 Mar 29 Mar change \n 2026 2025 vs. \n £million £million last year \n Worldwide retail sales (1)£m 80.0 230.6 (22)% \n Online retail sales £m 20.9 21.8 (4)% \n Total number of stores 331 372 (11)% \n Space (k) sq. ft. 842 915 (8)% \n \n\nClive Whiley, Chairman of Mothercare, commented:\n\n\"The recent financial performance has been resilient as we look to FY27,\nacknowledging the ongoing situation in the Middle East and the end of our\narrangement with Boots in the UK alongside our progress in other markets. We\nremain in discussions to restore critical mass, a process greatly assisted by\nour successful refinancing and better alignment of the first-charge debt\ninstrument with our equity.\"\n\nInvestor and analyst enquiries to:\n\n Mothercare plc Clive Whiley, Chairman Andrew Cook, Chief Financial Officer Email: investorrelations@mothercare.com \n Deutsche Numis (NOMAD & Joint Corporate Broker) Luke Bordewich Tel: 020 7260 1000 \n Cavendish Capital Markets Limited (Joint Corporate Broker) Matt Goode Tel: 020 7220 0500 \n\nNotes\n\nThe directors believe that alternative performance measures (\"APMs\") assist in\nproviding additional useful information on the performance and position of the\nGroup and across the period because it is consistent with how business\nperformance is reported to the Board and Operating board.\n\nAPMs are also used to enhance the comparability of information between\nreporting periods and geographical units, by adjusting for non-recurring or\nuncontrollable factors which affect IFRS measures, to aid the user in\nunderstanding the Group’s performance. Consequently, APMs are used by the\ndirectors and management for performance analysis, planning, reporting and\nincentive setting purposes. The key APMs that the Group has focused on in the\nperiod are as set out in the Annual Report.\n1. Worldwide retail sales are total retail sales by franchise partners to end\ncustomers (which are estimated and unaudited).\n2. Adjusted (loss)/profit after taxation is stated before the impact of the\nadjusting items set out in note 5.\n3. Net Debt is defined as total borrowings, cash at bank and IFRS 16 lease\nliabilities.\n4. This announcement contains certain forward-looking statements concerning\nthe Group. Although the board believes its expectations are based on\nreasonable assumptions, the matters to which such statements refer may be\ninfluenced by factors that could cause actual outcomes and results to be\nmaterially different. The forward-looking statements speak only as at the\ndate of this document and the Group does not undertake any obligation to\nannounce any revisions to such statements, expect as required by law or by any\nappropriate regulatory authority.\n5. The information contained within this announcement is deemed by the Company\nto constitute inside information for the purposes of the Market Abuse\nRegulation (EU) No 596/2014. Upon the publication of this announcement via a\nRegulatory Information Service, this inside information is now considered to\nbe in the public domain.\n6. The person responsible for the release of this announcement is Lynne\nMedini, Group Company Secretary at Mothercare plc, Westside 1, London Road,\nHemel Hempstead, HP3 9TD.\n7. Mothercare plc's Legal Entity Identifier (\"LEI\") number is\n213800ZL6RPV9Z9GFO74\nChairman's Statement\n\nAs detailed in the Preliminary Results section, full year results for the\n52-week period to 28 March 2026 (“FY26”) were in line with the unaudited\npre-close trading update issued in early April.\n\nThe Year under review\n\nWorldwide retail sales by franchise partners for FY26 were £180.0 million,\ncompared to £230.6 million for the previous financial year, a year-on-year\ndecline of 22% on a reported basis (19% at constant currency exchange rates)\nwith adjusted EBITDA of £1.3 million (FY25: £3.5 million) and an adjusted\nloss before taxation of £2.6 million (FY25: £1.7 million) notwithstanding a\ncontinued tight control of overheads delivering further cost savings of £2.1\nmillion. Online retail sales participation for the period was slightly higher\nat 12% of total retail sales (FY25: 9%).\n\nThe performance reflects variously: the end of our exclusive distribution\nrelationship with Boots at the end of 2025; foreign exchange rate impacts; the\nongoing need for franchise partners to clear old inventory; and the\nlongstanding uncertainty in our Middle Eastern markets, including the more\nrecent impact of the Iran war in the last month of the period.\n\nNet borrowings were £5.7 million at the year-end (March 2025: £3.7 million)\nand the pension scheme deficit remains at £35 million as at 30 June 2026,\nwhich is the latest available estimate (March 2025: £35 million) on a\ntechnical provisions basis.\n\nCore Objectives\n\nAs highlighted in my previous Chairman’s statements, we have struggled to\nreverse the dis-economies of scale associated with the more than halving of\nour franchise partners’ store footprint over the last six years due to the\npandemic, the Ukraine conflict and the uncertainty in the Middle East. This\nled to the transition of the business to an asset light global franchising\nbusiness to focus upon our core international franchise and brand management\ncompetencies, as evidenced more recently by new agreements in both South Asia\nand Turkey.\n\nThe underlying strength of the business is nonetheless demonstrated by the\nfact that excluding the Middle East and the UK, our total retail sales on a\nlike for like basis were positive for the full year to March 2026. We continue\nto believe that there remains a greater opportunity for the brand and a new\npartner in the UK, and negotiations with potential new partner continue.\n\nWe intend to utilise both the new South Asian region joint venture, and recent\nrefinancing, alongside the new license agreement with ebebek (in Turkey) as a\ncatalyst to redouble our efforts to capitalise upon the possibilities to grow\nthe future global presence of the Mothercare brand: through connections with\nother businesses, the development of our branded product ranges and\nlicensing within and beyond our existing perimeters.\n\nThese objectives are designed to rebalance the Mothercare brand IP value in a\nway that also promotes growth in our royalty income: ultimately improving\nprofitability and the covenant of the underlying business for actuarial\npension and stock market rating purposes alike.\n\nJoint Venture\n\nIn October 2024 we announced a joint venture with an entry valuation of c£30\nmillion for the South Asian region with Reliance Brands Ltd (\"Reliance\"), a\nwholly owned subsidiary of Reliance Industries Ltd, a Fortune 500 company and\nthe largest private sector corporation in India, which:\n* underlined the inherent value of the Mothercare brand;\n* created an invigorated partnership in the South Asian region with Reliance,\none of the world's largest, leading and respected business groups which will\nbring symbiotic and synergistic benefits; and\n* significantly de-leveraged the business to finally allow a concentration\nupon the Company's future development.\nWe retain a residual 49% shareholding in a new joint venture company, JVCO\n2024 Ltd (\"JVCo\"), covering Mothercare's franchise operations in India, Nepal,\nSri Lanka, Bhutan and Bangladesh, which was granted perpetual rights for the\nuse of the Mothercare brand and related intellectual property in those\nregions.\n\nWhilst we temporarily receive revenues at lower rates than previously,\nReliance have confirmed their aspirations for the reinvigorated business to\nsignificantly grow revenue levels, and we believe it is possible for them to\ngrow their retail sales to around £300 million in five years, supported by a\nstore opening programme targeting fifty new stores in the region in 2026. We\nalso expect to benefit from both sourcing fees (supplying the joint venture\nwith product) together with the value creation accruing to our residual 49%\nequity stake in JVCo.\n\nRefinancing & Pension Schemes\n\nOn 20 February 2026, we announced the successful and timely refinancing of the\nGroup’s debt facilities and the deferral of contributions to the Group’s\npension schemes, both of which are detailed further in the Financial Review\nsection.\n\nMore importantly this aligned the first-charge debt instrument more closely\nwith our equity stakeholders, which is fundamental in the event of requiring\nfurther waivers to our covenant tests as we remain in discussions to restore\nand optimize critical mass.\n\nManagement & Board changes\n\nWe have a PLC Board that we believe is appropriate for a company of our size,\nnature and circumstances. Our Non-Executive Directors have relevant skills,\ncontinue to directly contribute to the ongoing change process, are regularly\nappraised and are encouraged to interface with the Operating Board.\n\nThe day-to-day management of the Group continues to be run by the Chief\nFinancial Officer and the Operating Board, with oversight from me as Chairman.\nWe continue to anticipate the appointment of a new Chief Executive Officer to\nbe fulfilled as a natural consequence of the strategic discussions currently\nin train.\n\nDividend Policy\n\nThe Company has not paid a dividend since February 2012. The Directors\nunderstand the importance of optimising value for shareholders and is acutely\naware of the funds dedicated to reducing the pensions deficit in the\ninterim.  It is the Directors' intention to return to paying a dividend when\nit is financially prudent for the Group to do so.\n\nSummary and Outlook\n\nOur results for last year reflect the underlying profitability and cash\ngeneration of our asst-light franchise system and the impact of the continuing\nuncertainty on our franchise partners’ operations in the Middle East, where\nany longer-term impact upon supply chains is still unclear at this stage. \n\nThe refinancing of our debt facilities in February 2026 bought additional time\nto engineer a more comprehensive solution to harvest the significant\noperational gearing retained in the business where the current business model\ncould support much higher volumes and would result in the vast majority of\nincreased income falling straight to the bottom line.\n\nIn these circumstances the recent financial performance has been resilient and\nwe are not planning for any material changes in market conditions as we look\nto FY27 as a whole, acknowledging the potential impact of the continuing\ndisruption from events in the Middle East.\n\nGiven the external factors influencing some of the Company’s key operating\nmarkets, our immediate priority remains to support our franchise partners,\nultimately for the benefit of our own underlying business, where the strength\nof the Mothercare brand endures.\n\nAccordingly, we remain in discussions to restore critical mass, a process\ngreatly assisted by the recent refinancing and alignment of the first-charge\ndebt instrument with our equity.\n\nI would like to thank all of our colleagues and stakeholders for their support\nand efforts, once again in difficult circumstances, and the board remains\ndetermined to optimise the brand IP for the benefit of all stakeholders.\n\nClive Whiley\n\nChairman\n\nMothercare plc\n\nPreliminary Results\n\nFINANCIAL AND OPERATIONAL REVIEW\n\nWorldwide retail sales by our franchise partners were £180.0 million (2025:\n£230.6 million) a decline of 22% year on year, or 19% at constant currency.\nThe decline largely resulted from the longstanding uncertainty in our Middle\nEastern markets, including the more recent impact of the war in Iran, together\nwith phasing out of the UK market as we ended our exclusive distribution\nrelationship with Boots at the end of 2025.\n\nThe underlying strength of the business is demonstrated by the fact that\nexcluding the Middle East and the UK, where we continue to believe that there\nremains a greater opportunity for the brand with a new partner in the UK, on a\nlike for like basis our total retail sales were positive for the full year to\nMarch 2026.\n\nThe loss from operations in the year was £1.2 million (2025: £16.0 million\nprofit). To better understand the underlying results, the Group uses a non-\nstatutory reporting measure of adjusted profit, to show results before any\none-off significant non- trading items. In the current year this primarily\ninvolves adjusting for restructuring and reorganisation costs which are\nnon-recurring, resulting in £1.7 million added back. In prior year £13.6\nmillion was subtracted predominantly related to the India sale of IP rights. \nThese adjusting items, together with depreciation and amortisation of £1.5\nmillion (2025: £1.5 million), result in an adjusted EBITDA for the year of\n£1.3 million (2025: £3.5 million).\n\nThe Group recorded a loss for the 52 weeks to 28 March 2026 of £5.0 million\n(2025: £6.2 million profit). The adjusted loss for the year was £3.3 million\n(2025: £2.5 million). The adjusting items are detailed in note 6.\n\nWhilst revenues decreased by £16.5 million, adjusted cost of sales decreased\nby £11.5 million, resulting in an adjusted gross profit reduction of £5.3\nmillion. This was primarily driven by the reduction of royalties by £3.5\nmillion, as a result of the lower retail sales together with the impact of the\nIndia JV deal.\n\nAdministrative expenses before adjusted items were £10.4 million, a reduction\nof £2.1 million compared to the previous year. The largest reduction was IT\ncosts of £1.4 million driven by continued savings generated by the new ERP\nsystem and reduced cost of IT support, with further savings driven by tight\ncontrol of overheads, most notably across payroll, professional fees and\npension costs.\n\nRetail space at the end of the year was 0.8 million sq. ft. from 331 stores\n(2025: 0.9 million sq. ft. from 372 stores).\n\nFINANCING\n\nIn February 2026, prior to the balance sheet date, the Group entered into a\nnew financing arrangement with a consortium of investors through a special\npurpose vehicle, CTM Funding Ltd, to refinance and amend its existing debt\nfacility. The previous £8.0 million Gordon Brothers facility was repaid and\nreplaced with a new facility provided by CTM Funding Ltd.\n\nRichard Griffiths, a substantial shareholder in Mothercare, is one of the\nconsortium of investors, contributing £5.0 million to and the majority\nshareholder in CTM Funding. The Directors recognise the improved alignment\nbetween the Company’s secured creditors (including the pension and debt\nholders) and shareholders.\n\nThe new facility initially provided funding of £8.46 million. The maturity of\nthe facility has been extended to 31 December 2027, providing the Group with\ngreater medium-term funding comfort. After the year end additional funding of\n£1.54 million has been raised via the same special purpose vehicle.\n\nThe amended facility carries a total coupon of 25% per annum, comprising a 10%\ncash coupon, consistent with the previous facility, together with an\nadditional 15% payment in-kind (PIK) coupon, which accrues to the loan balance\nand is non-cash in nature.\n\nAt the year-end Mothercare had total cash of £ 2.8 million (March 2025: £4.3\nmillion), against the £8.5 million (March 2025: £8.0 million) of the\nGroup’s revised loan facility. The facility was fully drawn up to the new\nfinancing agreement in February 2026 and remained fully drawn to year end.\n\nThe facility is in default as a result of breaching financial covenants, which\ncannot be remedied, and so is repayable on demand. However, the facility is\ncontrolled by shareholders and additional funding of £1.54 million has been\nraised post year end, which demonstrates the ongoing support provided to the\nbusiness.\n\nPENSION SCHEME CONTRIBUTIONS\n\nAt 28 March 2026, there were two defined benefit schemes, both of which have\nbeen closed to new members, the Staff Scheme and the Executive Scheme.\nFollowing the full actuarial triennial valuation at 31 March 2023, the deficit\non the Staff Scheme was £35.0 million, resulting from assets of £197.6\nmillion and liabilities of £232.6 million, the Executive Scheme was in\nsurplus, with assets of £81.2 million and liabilities of £80.5 million. The\nschemes are independent and so the small surplus on the Executive Scheme\ncannot be used to set off the deficit on the Staff Scheme.\n\nAfter the reporting date, the Group completed a full buy-out of the\nliabilities of the Executive Scheme with an insurance company. As a result of\nthis transaction, all obligations relating to the Executive Scheme have been\nirrevocably transferred to the insurer, together with the scheme assets, and\nthe Group has no further legal or constructive obligation in respect of this\nscheme. The buy-out was completed on 31 March 2026. Accordingly, the Executive\nScheme will be derecognised from the Group’s statement of financial position\nin the financial year ending 27 March 2027.\n\nThe deficit on the Staff Scheme to be funded at 31 March 2023 of £35.0\nmillion was a significant reduction from the total deficit of £124.6 million\nat 31 March 2020: the Staff Scheme deficit of £101.7 million, from assets of\n£278.0 million and liabilities of £379.7 million and the Executive Scheme\ndeficit of £22.9 million, from assets of £105.7 million and liabilities of\n£128.6 million. The 31 March 2026 valuation will take place over the coming\nyear.\n\nThese deficits are on an actuarial technical provisions basis, which is used\nto determine the contributions required and produces different figures from\nthose included in the balance sheet, which are required to be from applying\nIAS 19 and resulted in the £20.1 million liability on the balance sheet in\nrelation to the pension schemes as at 28 March 2026 (£21.1 million as at 29 \nMarch 2025)\n\nThe annual contributions previously agreed for the Staff Scheme in the year to\nMarch 2026 and March 2027 were £3 million in each year,  a total of £6\nmillion. However, in order to support the Company’s cash flows whilst it is\nexploring growth opportunities, the Trustee agreed to defer these\ncontributions to March 2027, with a revised schedule of contributions to be\nagreed by 31 March 2027. This will include a resumption of contributions from\n19 April 2027 at a level that the Trustee considers to be affordable to the\nGroup.\n\nPrior to the contributions deferral the following annual contributions for the\nStaff Scheme and the costs for both schemes, which had been agreed with the\nTrustee, for the years ending in March are as follows: 2026 and 2027 - £3.0\nmillion: 2028 and 2029 - £4.0 million; 2030 and 2031 £5.0 million; 2032 -\n£6.0 million and 2033 £0.5 million.\n\nOPERATING MODEL\n\nThe Group continues to work towards its goal of becoming an asset light\nbusiness. We continue to use our tripartite agreement (‘TPA’) process,\nwhereby the franchise partners commit to paying the manufacturing partners for\nthe product when due and in return the manufacturing partners are generally\nwilling to offer improved credit terms.\n\nWe have subsequently further improved the TPA model whereby the franchise\npartner is invoiced directly by the manufacturing partner. This allows the\nmanufacturing partners the opportunity to obtain credit insurance in relation\nto the franchise partners’ debt, which due to MGB’s limited trading\nhistory was sometimes difficult to obtain for invoices raised to MGB.\nAdditionally, this model removes the Group’s exposure to the debt and\nworking capital requirement for these products. Where this is the case, under\nIFRS 15 the Group is the agent in the transaction – previously the Group was\nthe principal. Hence for these products the creditors and stock are not\nrecognised by the Group and whilst the associated revenue and cost of sales is\nexcluded there is no material impact on the absolute margin earned. The\nresponsibility for design, quality control and choice of manufacturing partner\nfor these products are unchanged and remains with the Group. The impact in\n2026 of partners newly adopting the direct invoice model versus prior year is\nreduced revenue of £1.9 million with a corresponding reduction in cost of\nsales of £1.9 million (£0.9  million impact in prior year).\n\nFor those orders where the franchise partner is not invoiced directly, the\nmajority are covered by letters of credit, bank or other guarantees to reduce\nour bad debt exposure.\n\nAdditionally, for orders which are not invoiced directly, we have moved the\ncurrency of the payments from our franchise partners to match the currency\npaid to our manufacturing partners, hence removing a significant amount of\nforeign exchange exposure.\n\nBALANCE SHEET\n\nNet liabilities increased by £1.5 million during the year, reflecting the\ncontinued impact of challenging retail conditions, lower levels of trading\nactivity and the effect of financing arrangements entered into prior to the\nyear end.\n\n 28 March 2026 29 March 2025 £ million n \n £ million \n Investment in associate 10.8 10.8 \n Intangible fixed assets 6.7 7.8 \n Retirement benefit obligations liability (20.1) (21.1) \n Net borrowings (excluding IFRS 16 lease liabilities) (5.7) (3.7) \n Trade and other receivables 4.0 4.1 \n Trade and other payables (5.0) (6.2) \n Current tax liabilities (1.2) (1.3) \n Other net liabilities (0.4) 0.2 \n Net liabilities (10.9) (9.4) \n \n Share capital and premium 198.1 198.1 \n Reserves (209.0) (207.5) \n Total equity (10.9) (9.4) \n\nNON-CURRENT ASSETS\n\nTotal non-current assets reduced during the year, principally as a result of\ndepreciation and amortisation. Property, plant and equipment and right of use\nassets decreased by £0.3 million, primarily reflecting the depreciation of\nexisting assets, while intangible assets reduced by £1.1 million following\nthe normal annual amortisation charge.\n\nTRADE AND OTHER RECEIVABLES\n\nTrade and other receivables decreased by £0.1 million, largely due to timing\nof trade activity around the year end.\n\nTRADE AND OTHER PAYABLES\n\nTrade and other payables reduced by £1.2 million, reflecting both the lower\nlevel of trading during the year and timing of activity around year end.\nAccruals decreased by £0.4 million, trade payables reduced by £0.4 million,\nand advance receipts from customers and other payables decreased by £0.3\nmillion. Tax liabilities remained broadly consistent with the prior year,\ndecreasing marginally by £0.1 million.\n\nINVENTORY\n\nYear-on-year inventory levels decreased to nil, from £0.6 million in prior\nyear, as the Group continued to benefit from its tripartite supply arrangement\nwith suppliers and franchise partners. This model enables products to be\nshipped directly from suppliers to franchise partners, reducing working\ncapital requirements and warehouse inventory while supporting efficient\nfulfilment. The reduced working capital requirement as a result of this model\ncombined with favourable timing of shipments at year end resulted in a nil\nstock balance.\n\nBORROWINGS AND CASH AND CASH EQUIVALENTS\n\nNet borrowings increased by £2.0 million during the year to £5.7 million.\nThis primarily reflected the refinancing of the Group's borrowing facilities\ntogether with lower cash generation from trading. Cash and cash equivalents of\n£2.8 million decreased by £1.5 million versus prior year, driven principally\nby the reduced level of trading activity. In addition, the Group incurred\nfacility arrangement fees of £0.1 million associated with the new financing\narrangements.\n\nPENSION OBLIGATIONS\n\nThe Group's defined benefit pension deficit improved during the year, reducing\nfrom £21.1 million to £20.1 million.\n\nScheme liabilities decreased from £248.3 million to £239.7 million,\nprincipally reflecting favourable movements in financial assumptions,\nincluding an increase in the discount rate, which resulted in a gain on\nliabilities of £13.9 million.\n\nScheme assets decreased from £227.2 million to £219.6 million, primarily due\nto lower-than-expected investment returns, giving rise to an asset experience\nloss of £5.7 million. Overall, the schemes recorded an actuarial gain of\n£3.3 million during the year.\n\n 52 weeks ending 52 weeks ended 53 weeks ended \n £ million 28 March 2026* 29 March 2025 30 March 2024 \n Income statement \n Running costs (0.8) (1.3) (1.4) \n Net (expense) / income for interest on liabilities / return on assets (1.3) (1.3) (1.2) \n Past service cost – – (0.3) \n Net charge (2.1) (2.6) (2.9) \n Cash funding \n Regular contributions – – – \n Deficit contributions – (0.3) (2.1) \n Total cash funding – (0.3) (2.1) \n Balance sheet** \n Fair value of schemes' assets n/a 219.6 227.2 \n Present value of defined benefit obligations n/a (239.7) (248.3) \n Net deficit n/a (20.1) (21.1) \n\n(*)Forecast based on the Trustee’s agreement to extend the deferral to March\n2027.\n(**)The forecast fair value of schemes' assets and present value of defined\nbenefit obligations is dependent upon the movement in external market factors,\nwhich have not been forecast by the Group for 2026 and therefore have not been\ndisclosed.\n\nINCOME STATEMENT\n\n 52 weeks to 52 weeks to 29 March 2025 £million \n 28 March 2026 \n £million \n Revenue 22.4 38.9 \n Adjusted EBITDA (EBITDA before exceptionals) 1.3 3.5 \n Depreciation and amortisation (1.5) (1.5) \n Adjusted profit before interest and taxation (0.2) 2.0 \n Adjusted net finance costs (2.4) (3.7) \n Adjusted (loss) before taxation (2.6) (1.7) \n Adjusted (costs) / income (1.7) 13.6 \n (Loss) / profit before taxation (4.3) 11.9 \n Taxation (0.7) (5.7) \n Total (loss) / profit (5.0) 6.2 \n Earnings per share - basic (0.9)p 1.1p \n Adjusted (loss)/earnings per share - basic (0.6)p (0.4)p \n\nFOREIGN EXCHANGE\n\nThe main exchange rates used to translate International retail sales are set\nout below:\n\n 52 weeks ended 52 weeks ended \n 28 March 2025 29 March 2025 \n Average: \n Saudi riyal 5.02 4.78 \n Emirati dirham 4.92 4.68 \n Kuwaiti dinar 0.410 0.391 \n Qatari riyal 4.88 4.65 \n Indonesian rupiah 22,229 20,415 \n Indian rupee 118.2 107.8 \n Euro 1.16 1.19 \n Closing: \n Saudi riyal 4.97 4.84 \n Emirati dirham 4.90 4.72 \n Kuwaiti dinar 0.406 0.398 \n Qatari riyal 4.87 4.72 \n Indonesian rupiah 22,642 21,345 \n Indian rupee 125.3 111.1 \n Euro 1.15 1.19 \n\nThe principal currencies that impact the translation of International sales\nare shown below. The net effect of currency translation caused worldwide\nretail sales and profit to decrease by £7.9 million (2025: £10.6 million)\nand £0.4 million (2025: £0.5 million) respectively as shown below:\n\n Worldwide sales £ million Adjusted loss £ million \n Saudi riyal (1.1) (0.1) \n Emirati dirham (1.0) (0.1) \n Kuwaiti dinar (0.7) (0.1) \n Qatari riyal (0.6) – \n Indonesian rupiah (2.2) (0.1) \n Indian rupee (1.6) – \n Euro 0.6 – \n Other currencies (1.2) - \n (7.9) (0.4) \n\nNET FINANCE COSTS\n\nNet finance costs decreased by £1.0 million compared with the prior year,\nprimarily reflecting a significant reduction in borrowing costs following the\nGroup's refinancing activities. In the current year, interest was charged on a\nloan principal of £8.0 million at a reduced interest rate of 11.5% for 11\nmonths of the year resulting in the loan interest expense decreasing by £1.3\nmillion to £1.7 million. The loan principal increased in February 2026 to\n£8.46 million at an all-in rate of 25%. In prior year, the Group’s\nborrowings peaked at £19.9 million with associated interest rates reaching\n19% resulting in a relatively higher interest of £3.0 million driven by both\nthe quantum of debt and cost of funding. Part of the loan was repaid in\nOctober 2024 reducing the principal amount to £8.0 million.\n\nNet interest on pension obligations increased by £0.2 million year on year,\ndue to the interest cost on liabilities exceeding the return on assets.\n\nPROFIT FOR THE PERIOD\n\nFor the current financial 52 week period ended 28 March 2026, the total\nstatutory loss after tax for the Group is £5.0 million (2025: £6.2 million\nprofit).\n\nTAXATION\n\nThe tax charge on adjusted result/loss was £0.7 million (2025: £0.8\nmillion), comprising primarily withholding taxes which arises on overseas\nroyalty income notwithstanding the overall loss.\n\nThere was no tax charge relating to adjusted items in the current year. In the\nprior year, the tax charge on adjusted items was £4.9 million, comprising a\ncurrent tax charge of £1.4 million arising on the disposal of intellectual\nproperty and a charge of £3.4 million relating to the utilisation of\nrecognised tax losses against the gain arising on the transfer of intellectual\nproperty to the Group's Indian subsidiary.\n\nThe total statutory tax charge for the year was £0.7 million (2025: £5.7\nmillion).\n\nEARNINGS PER SHARE\n\nStatutory loss per share was 0.9 pence (2025: earnings per share of 1.1\npence). Adjusted basic loss per share was 0.6 pence (2025: adjusted loss per\nshare of 0.4 pence).\n\nCASHFLOW\n\nOperating cash flow improved by £1.6 million during the year, generating a\nnet cash inflow of £0.1 million compared with a net cash outflow of £1.5\nmillion in the prior year. This improvement was principally driven by stronger\nworking capital performance, with a net working capital outflow of £0.4\nmillion compared with £1.5 million in the prior year, reflecting continued\ncost management initiatives and tight control of debtors.\n\nNet cash used in investing activities was £0.2 million (2025: net cash\ngenerated of £14.8 million). The prior year included proceeds of £16.0\nmillion from the disposal of the Group's interest in JVCO 2024 Ltd, whereas\ncurrent year investing activity primarily comprised capital expenditure on\nasset additions.\n\nNet cash used in financing activities was £1.4 million (2025: £14.0\nmillion). During the year, the Group completed the refinancing of its debt\nfacilities, resulting in a net cash inflow of £0.3 million. In the prior\nyear, financing cash flows were principally impacted by the part repayment of\n£11.9 million of the loan facility.\n\nOverall, net cash inflows from operating activities of £0.1 million were more\nthan offset by net cash outflows from investing activities of £0.2 million\nand financing activities of £1.4 million, resulting in a net decrease in cash\nand cash equivalents of £1.5 million during the year.\n\nGOING CONCERN\n\nThe Group’s business activities and the factors likely to affect its future\ndevelopment are set out in the principal risks and uncertainties section of\nthe Group financial statements. The financial position of the Group, its cash\nflows, liquidity position and borrowing facilities are set out in the\nfinancial review.\n\nThe Group entered into financing arrangements during the year with a\nconsortium of investors, the majority of which are current shareholders, to\nrefinance and vary the existing facility via a special purpose vehicle (SPV).\nThis included extending the facility’s term to 31 December 2027. The\nfacility is in default as a result of breaching financial covenants, which\ncannot be remedied, and so is repayable on demand, however, the Directors\nrecognise the improved alignment between the Company's secured creditors\n(including the pension and debt holders) and shareholders. £8.46 million was\nraised during the year with further funding of £1.54 million being raised\nafter year end via the same SPV.\n\nThe consolidated financial statements have been prepared on a going concern\nbasis. When considering the going concern assumption, the Directors of the\nGroup have reviewed a number of factors, including the Group’s trading\nresults and its continued access to sufficient borrowing facilities against\nthe Group’s latest forecasts and projections, comprising:\n* A Base Case forecast; and\n* A Sensitised forecast, which applies sensitivities against the Base Case for\nreasonably possible adverse variations in performance, reflecting the ongoing\nvolatility in our key markets.\nThe Base Case forecast is based on current retail trends and, as such, already\nincludes the impact of the conflict in the Middle East on retail sales. The\nSensitised forecast shows a further decrease in worldwide retail sales of 10%,\nas compared to the Base Case, in the remainder of the financial year to March\n2027 and for the year to March 2028, with the overhead costs assumed to remain\nconstant.\n\nIn making the assessment on going concern the Directors have assumed that the\nGroup is able to mitigate the material uncertainty surrounding the ongoing\nfinancial restructuring of the Group, which includes:\n* The Group’s ability to renegotiate its Defined Benefit Pension Deficit\nRepayment plan with the Pension Trustee. The Trustee has currently  agreed to\ndefer the payment of pension contributions due to March 2027, with a new\nschedule of contributions to be put in place no later than 31 March 2027 at a\ntime and level that the Trustee considers to be affordable to the Group; and\n* The loan facility of £8.46 million at year end was extended to 31 December\n2027 during the year, however, the facility is in default as a result of\nbreaching financial covenants, which cannot be remedied, and so is repayable\non demand. The facility is controlled by shareholders and further funding of\n£1.54 million has been provided post year end, demonstrating the ongoing\nsupport of the business. Management remains in constant dialogue with the\ncurrent lender and the lender has not indicated that it intends to demand\nimmediate repayment.\nThe Board’s confidence in the Group’s Base Case forecast, which indicates\nthe Group will operate with sufficient cash for at least the next 12 months,\nand the Group’s proven cash management capability supports our preparation\nof the financial statements on a going concern basis and therefore financial\nstatements do not include the adjustments that would be required if the Group\nwere unable to continue as a going concern.\n\nHowever, if trading conditions were to deteriorate beyond the level of risks\napplied in the sensitised forecast, or the Group was unable to mitigate the\nmaterial uncertainties assumed in the Base Case Forecast and the Group was not\nable to execute further cost or cash management programmes, the Group would at\ncertain points of the working capital cycle have insufficient cash. If this\nscenario were to crystallise the Group would be unable to meet liabilities as\nthey fall due and  potentially need to secure additional funding. Therefore,\nwe have concluded that, in this situation, there is a material uncertainty\nthat casts significant doubt that the Group will be able to operate as a going\nconcern without utilising uncommitted or new financing facilities.\n\nTREASURY POLICY AND FINANCIAL RISK MANAGEMENT\n\nThe Board approves the Group's treasury policies, with day-to-day treasury\nactivities managed by senior management within the limits of those approved\npolicies.\n\nThe principal financial risks to which the Group is exposed are foreign\ncurrency risk, interest rate risk and credit risk. Where appropriate,\ncost-effective and practicable, the Group uses financial instruments,\nincluding derivative instruments, to manage these risks. However, the Group's\nprimary approach is to minimise exposures through natural hedging wherever\npossible. The Group does not undertake speculative transactions in\nderivatives, foreign currencies or other financial instruments.\n\nFOREIGN CURRENCY RISK\n\nThe Group operates internationally and is exposed to foreign currency risk,\nprincipally in relation to the US dollar. Foreign exchange risk arises on\nfuture commercial transactions and recognised monetary assets and liabilities\ndenominated in currencies other than the Group's functional currency, which is\npounds sterling.\n\nInternational sales to franchisees are invoiced principally in Pounds sterling\nor US dollars. US dollar sales provide a partial natural hedge against the\nGroup's US dollar-denominated product purchases, reducing the overall net\ncurrency exposure. The tripartite purchasing arrangements has increased the\nlevel of currency matching between purchases and sales, further enhancing the\nGroup's natural hedge and reducing exposure to foreign exchange volatility.\n\nINTEREST RATE RISK\n\nThe Group's principal exposure to interest rate risk relates to its £8.5\nmillion term loan. The facility carries a cash interest coupon of 10% per\nannum together with a 15% payment-in-kind (\"PIK\") coupon. The PIK interest\naccrues monthly, is capitalised into the outstanding principal balance and\nbecomes payable on repayment of the facility. Accordingly, increases in the\noutstanding loan balance resulting from the PIK coupon give rise to additional\nfinancing costs and future cash flow obligations, which is the key exposure\nrather than variability in market interest rates.\n\nCREDIT RISK\n\nCredit risk arises from cash and cash equivalents and credit exposures to\ncustomers including outstanding receivables.\n\nThe Group has no significant concentrations of credit risk.\n\nCredit risk is managed on a Group basis. For banks and financial institutions,\nonly independently rated parties with a minimum, rating of ‘A’ are\naccepted.\n\nTrade credit risk is managed through established credit control procedures.\nCredit assessments are performed for new customers using external credit\nreference agencies where appropriate, and individual credit limits are\nestablished and monitored on an ongoing basis. The Group applies the IFRS 9\nsimplified approach to measuring expected credit losses, recognising a\nlifetime expected credit loss allowance for trade receivables. Expected credit\nlosses are measured using provision matrices based on shared credit risk\ncharacteristics and the ageing of receivables. Trade receivables are written\noff when there is no reasonable expectation of recovery, for example where a\ncustomer has failed to engage with the Group regarding repayment or where all\nappropriate recovery actions have been exhausted.\n\nSHAREHOLDERS’ FUNDS\n\nAt 28 March 2026, the Group reported a net liabilities position of £10.9\nmillion (2025: £9.4 million), reflecting a £1.5 million increase in the\ndeficit during the year. The movement principally reflects the loss for the\nyear of £5.0 million, partially offset by an actuarial gain of £3.3 million\nrecognised in respect of the Group's defined benefit pension scheme. The\nreduction in shareholders' funds also reflects the impact of challenging\ntrading conditions during the year, especially in the Middle East arising from\nregional geopolitical instability.\n\nDIRECTORS' RESPONSIBILITIES STATEMENT\n\nThe 2026 Annual Report and Accounts, which will be issued in August 2026,\ncontains a responsibility statement which sets out that as at the date of\napproval of the Annual Report on 13 August 2026, in the case of each director\nin office at the date the Directors' report is approved:\n* so far as the director is aware, there is no relevant information of which\nthe Group's and parent Company's auditors are unaware; and\n* they have taken all the steps that they ought to have taken as a director in\norder to make themselves aware of any relevant audit information and to\nestablish that the Group's and parent Company's auditors are aware of that\ninformation.\nConsolidated income statement\n\nFor the 52 weeks ended 28 March 2026\n\n 52 weeks ended 28 March 2026 52 weeks ended 29 March 2025 \n Note Before Adjusted items (1) Total Before Adjusted items Adjusted items (1) Total \n adjusted \n items \n £ million £ million £ million £ million £ million £ million \n Revenue 4 22.4 – 22.4 38.9 – 38.9 \n Cost of sales (12.6) (0.2) (12.8) (24.1) (0.6) (24.7) \n Gross profit 9.8 (0.2) 9.6 14.8 (0.6) 14.2 \n Share of profit from associate 0.1 – 0.1 \n Administrative (expense)/income (10.4) (0.8) (11.2) (12.5) 14.6 2.1 \n Impairment gain/(loss) on receivables 0.3 – 0.3 (0.3) – (0.3) \n (Loss) / profit from operations (0.2) (1.0) (1.2) 2.0 14.0 16.0 \n Finance costs 6 (2.4) (0.7) (3.1) (3.7) (0.4) (4.1) \n (Loss) / profit before taxation (2.6) (1.7) (4.3) (1.7) 13.6 11.9 \n Taxation 7 (0.7) – (0.7) (0.8) (4.9) (5.7) \n (Loss) / profit for the period (3.3) (1.7) (5.0) (2.5) 8.7 6.2 \n (Loss) / profit for the period attributable to equity holders of the parent (3.3) (1.7) (5.0) (2.5) 8.7 6.2 \n Earnings per share \n Basic 8 (0.9)p 1.1p \n Diluted 8 (0.9)p 1.1p \n1. Adjusted items are considered to be one-off or significant in nature and\n/or value. Excluding these items from profit metrics provides readers with\nhelpful additional information on the performance of the business across the\nperiods because it is consistent with how business performance is reviewed by\nthe Board.\n \n\nConsolidated statement of comprehensive income\n\nFor the 52 weeks ended 28 March 2026\n\n Note 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Profit for the period (5.0) 6.2 \n Items that will not be reclassified subsequently to the income statement: \n Remeasurement of net defined benefit liability: \n Actuarial gain on defined benefit pension schemes 3.3 3.7 \n Fair value gain on intellectual property 9 – 10.7 \n Deferred tax relating to items not reclassified – – \n 3.3 14.4 \n Items that may subsequently be reclassified to the Group income statement: \n Retranslation of net assets of overseas subsidiaries (0.1) \n Total other comprehensive income for the year 3.3 14.3 \n Total comprehensive (expense) / income for the period wholly attributable to equity holders of the parent (1.7) 20.5 \n\nConsolidated balance sheet\n\nAs at 28 March 2026\n\n 28 March 29 March \n Note 2026 2025 £ million \n £ million \n Non-current assets \n Investment in associate 9 10.8 10.8 \n Intangible assets 6.7 7.8 \n Property, plant and equipment 0.1 0.2 \n Right-of-use leasehold assets 0.6 0.8 \n Deferred tax assets 0.1 0.1 \n 18.3 19.7 \n Current assets \n Inventories – 0.6 \n Trade and other receivables 4.0 4.1 \n Current tax assets – – \n Cash and cash equivalents 2.8 4.3 \n 6.8 9.0 \n Total assets 25.1 28.7 \n Current liabilities \n Trade and other payables (5.0) (6.2) \n Lease liabilities (0.2) (0.1) \n Current tax liabilities (1.2) (1.3) \n Provisions (0.4) (0.6) \n Borrowings 11 (8.5) – \n (15.3) (8.2) \n Non-current liabilities \n Borrowings 11 – (8.0) \n Lease liabilities (0.5) (0.7) \n Provisions (0.1) (0.1) \n Retirement benefit obligations (20.1) (21.1) \n (20.7) (29.9) \n Total liabilities (36.0) (38.1) \n Net liabilities (10.9) (9.4) \n Equity attributable to equity holders of the parent \n Share capital 10 89.3 89.3 \n Share premium account 10 108.8 108.8 \n Own shares (0.2) (0.2) \n Translation reserve (3.8) (3.8) \n Revaluation reserve 9 10.7 10.7 \n Retained loss (215.7) (214.2) \n Total equity (10.9) (9.4) \n\nConsolidated statement of changes in equity\n\nFor the 52 weeks ended 28 March 2026\n\n Share capital £ million Share premium account £ million Own shares £ million Translation reserve £ million Revaluation reserve £ million Retained earnings £ million Total equity £ million \n Balance at 29 March 2025 89.3 108.8 (0.2) (3.8) 10.7 (214.2) (9.4) \n Loss for the period – – – – – (5.0) (5.0) \n Other comprehensive income: \n Retranslation of net assets of overseas subsidiaries – – – – – – – \n Remeasurement of defined benefit schemes – – – – – 3.3 3.3 \n Total other comprehensive income – – – – – 3.3 3.3 \n Total comprehensive income – – – – – (1.7) (1.7) \n Transactions with owners \n Share-based payments – – – – – 0.2 0.2 \n Balance at 28 March 2026 89.3 108.8 (0.2) (3.8) 10.7 (215.7) (10.9) \n\nFor the 52 weeks ended 29 March 2025\n\n Share capital £ million Share premium account £ million Own shares £ million Translation reserve £ million Revaluation reserve £ million Retained earnings £ million Total equity £ million \n Balance at 30 March 2024 89.3 108.8 (0.2) (3.7) – (224.3) (30.1) \n Profit for the period – – – – – 6.2 6.2 \n Other comprehensive income: \n Retranslation of net assets of overseas subsidiaries – – – (0.1) – – (0.1) \n Remeasurement of defined benefit schemes – – – – – 3.7 3.7 \n Fair value gain – – – – 10.7 – 10.7 \n Total other comprehensive income – – – (0.1) 10.7 3.7 14.3 \n Total comprehensive income – – – (0.1) 10.7 9.9 20.5 \n Transactions with owners \n Share-based payments – – – – – 0.2 0.2 \n Balance at 29 March 2025 89.3 108.8 (0.2) (3.7) 10.7 (214.2)‌‌ (9.4) \n\nConsolidated cash flow statement\n\nFor the 52 weeks ended 28 March 2026\n\n 52 weeks ended 52 weeks ended 29 March \n 28 March \n Note 2026 2025 £ million \n £ million \n Net cash inflow/(outflow) from operating activities 11 0.1 (1.5) \n Cash flows from investing activities: \n Investment in associate – (0.1) \n Proceeds from sale of IP – 16.0 \n Purchase of intangibles - software (0.2) (1.1) \n Net cash inflow/(outflow) from investing activities (0.2) 14.8 \n Cash flows from financing activities: \n Repayment of borrowings (8.1) (11.9) \n Drawdown of new facility 8.4 \n Proceeds from post administration distribution – 1.2 \n Interest paid (0.8) (3.0) \n Lease interest paid (0.1) – \n Repayments of leases (0.1) (0.3) \n Transaction costs paid on borrowings (0.6) – \n Net cash outflow from financing activities (1.4) (14.0) \n Net decrease in cash and cash equivalents (1.5) (0.7) \n Cash and cash equivalents at beginning of period 4.3 5.0 \n Cash and cash equivalents at end of period 2.8 4.3 \n\nNotes\n\n1. General information\n\nThe Group's business activities, together with factors likely to affect its\nfuture development, performance and position are set out in the Chairman's\nstatement and the financial review, and include a summary of the Group's\nfinancial position, its cash flows and borrowing facilities and a discussion\nof why the directors consider that the going concern basis is appropriate.\n\nWhilst the financial information included in this preliminary announcement\nhas been prepared in accordance with international accounting standards in\nconformity with the requirements of the Companies Act 2006, this announcement\ndoes not itself contain sufficient information to comply with all the\ndisclosure requirements of IFRS.\n\nThe financial information set out in this announcement does not constitute\nthe Group's statutory accounts for the 52-week period ended 28 March 2026 or\nthe 52-week period ended 29 March 2025, but it is derived from those accounts.\nStatutory accounts for 2025 have been delivered to the Registrar of Companies\nand those for 2026 will be delivered in August 2026. The auditor has reported\non the 2026 accounts: their report includes a material uncertainty over going\nconcern. The 2026 financial statements are available on the Group's website\n(www.mothercareplc.com).\n\n2. Accounting Policies and Standards\n\nGoing concern\n\nAs stated in the strategic report, the Group’s business activities and the\nfactors likely to affect its future development are set out in the principal\nrisks and uncertainties section of the Group financial statements. The\nfinancial position of the Group, its cash flows, liquidity position and\nborrowing facilities are set out in the financial review.\n\nThe Group entered into financing arrangements during the year with a\nconsortium of investors, the majority of which are current shareholders, to\nrefinance and vary the existing facility via a special purpose vehicle (SPV).\nThis included extending the facility’s term to 31 December 2027. The\nfacility is in default as a result of breaching financial covenants, which\ncannot be remedied, and so is repayable on demand, however, the Directors\nrecognise the improved alignment between the Company's secured creditors\n(including the pension and debt holders) and shareholders. £8.46 million was\nraised during the year with further funding of £1.54 million being raised\nafter year end via the same SPV.\n\nThe consolidated financial statements have been prepared on a going concern\nbasis. When considering the going concern assumption, the Directors of the\nGroup have reviewed a number of factors, including the Group’s trading\nresults and its continued access to sufficient borrowing facilities against\nthe Group’s latest forecasts and projections, comprising:\n* A Base Case forecast; and\n* A Sensitised forecast, which applies sensitivities against the Base Case for\nreasonably possible adverse variations in performance, reflecting the ongoing\nvolatility in our key markets.\nThe Base Case forecast is based on current retail trends and, as such, already\nincludes the impact of the conflict in the Middle East on retail sales. The\nSensitised forecast shows a further decrease in worldwide retail sales of 10%,\nas compared to the Base Case, in the remainder of the financial year to March\n2027 and for the year to March 2028, with the overhead costs assumed to remain\nconstant.\n\nIn making the assessment on going concern the Directors have assumed that the\nGroup is able to mitigate the material uncertainty surrounding the ongoing\nfinancial restructuring of the Group which includes:\n* The Group’s ability to renegotiate its Defined Benefit Pension Deficit\nRepayment plan with the Pension Trustee. The Trustee has currently  agreed to\ndefer the payment of pension contributions due to March 2027, with a new\nschedule of contributions to be put in place no later than 31 March 2027 at a\ntime and level that the Trustee considers to be affordable to the Group.\n* The loan facility of £8.46 million at year end was extended to 31 December\n2027 during the year, however, the facility is in default as a result of\nbreaching financial covenants, which cannot be remedied, and so is repayable\non demand. The facility is controlled by shareholders and further funding of\n£1.54 million has been provided post year end, demonstrating the ongoing\nsupport of the business. Management is in continual dialogue with the current\nlender and the lender has not indicated that it intends to demand immediate\nrepayment.\nThe Board’s confidence in the Group’s Base Case forecast, which indicates\nthe Group will operate with sufficient cash for at least the next 12 months,\nand the Group’s proven cash management capability supports our preparation\nof the financial statements on a going concern basis and therefore financial\nstatements do not include the adjustments that would be required if the Group\nwere unable to continue as a going concern.\n\nHowever, if trading conditions were to deteriorate beyond the level of risks\napplied in the sensitised forecast, or the Group was unable to mitigate the\nmaterial uncertainties assumed in the Base Case Forecast and the Group was not\nable to execute further cost or cash management programmes, the Group would at\ncertain points of the working capital cycle have insufficient cash. If this\nscenario were to crystallise the Group would be unable to meet liabilities as\nthey fall due and  potentially need to secure additional funding. Therefore,\nwe have concluded that, in this situation, there is a material uncertainty\nthat casts significant doubt that the Group will be able to operate as a going\nconcern without utilising uncommitted or new financing facilities.\n\nNew and amended standards adopted by the Group\n\nThe Group has applied the following amendment for the first time for its\nannual reporting period commencing on or after 1 January 2025:\n\nAmendments to IAS 21 - Lack of Exchangeability\n\nThe amendment above did not have any impact on the amounts recognised in prior\nperiods and are not expected to significantly affect the current or future\nperiods.\n\nNew standards and interpretations not yet adopted\n\nCertain amendments to accounting standards have been published that are not\nmandatory for 29 March 2026 reporting periods and have not been early adopted\nby the Group. These amendments are not expected to have a material impact on\nthe entity in the current or future reporting periods or on foreseeable future\ntransactions.\n\nRetirement benefits\n\nPayments to defined contribution retirement benefit schemes are charged as\nan expense as they fall due.\n\nFor defined benefit schemes, the cost of providing benefits is determined\nusing the Projected Unit Credit Method, with actuarial valuations being\ncarried out at each balance sheet date. Actuarial gains and losses are\nrecognised in full in the period in which they occur. They are recognised\noutside of the income statement and presented in other comprehensive income.\n\nPast service cost is recognised immediately to the extent that the benefits\nare already vested.\n\nThe retirement benefit obligation recognised in the balance sheet represents\nthe present value of the defined benefit obligation less the fair value of\nscheme assets. Any asset resulting from this calculation is limited to past\nservice cost, plus the present value of available refunds.\n\nThe Group has an unconditional right to a refund of surplus under the rules.\n\nIn consultation with the independent actuaries to the schemes, the valuation\nof the pension obligation has been updated to reflect: current market\ndiscount rates; current market values of investments and actual investment\nreturns; and also for any other events that would significantly affect the\npension liabilities. The impact of these changes in assumptions and events has\nbeen estimated in arriving at the valuation of the pension obligation.\n\nAlternative performance measures (APMs)\n\nIn the reporting of financial information, the directors have adopted various\nAPMs of historical or future financial performance, position or cash flows\nother than those defined or specified under International Financial\nReporting Standards (IFRS). A full definition is shown in the annual report.\n\nThese measures are not defined by IFRS and therefore may not be directly\ncomparable with other companies' APMs, including those in the Group's\nindustry.\n\nAPMs should be considered in addition to, and are not intended to be a\nsubstitute for, or superior to, IFRS measures.\n\nPurpose\n\nThe directors believe that these APMs assist in providing additional useful\ninformation on the performance and position of the Group because they are\nconsistent with how business performance is reported to the Board and\nOperating Board.\n\nAPMs are also used to enhance the comparability of information between\nreporting periods and geographical units by adjusting for non-recurring or\nuncontrollable factors which affect IFRS measures, to aid the user in\nunderstanding the Group's performance.\n\nConsequently, APMs are used by the directors and management for performance\nanalysis, planning, reporting and incentive setting purposes and have remained\nconsistent with prior year except where expressly stated.\n\nThe key APMs that the Group has focused on during the period are as follows:\n\nGroup worldwide sales:\n\nGroup worldwide sales are total international retail sales. Total Group\nrevenue is a statutory number and is made up of receipts from international\nfranchise partners, which includes royalty payments and the cost of goods\ndispatched to international franchise partners.\n\nConstant currency sales:\n\nThe Group reports some financial measures on both a reported and constant\ncurrency basis. Sales in constant currency exclude the impact of movements in\nforeign exchange translation. The constant currency basis retranslates the\nprevious year revenues at the average actual periodic exchange rates used in\nthe current financial year. This measure is presented as a means of\neliminating the effects of exchange rate fluctuations on the year-on-year\nreported results.\n\nLoss before adjusted items:\n\nThe Group's policy is to exclude items that are considered to be significant\nin both nature and/or quantum and where treatment as an adjusted item provides\nstakeholders with additional useful information to assess the year-on-year\ntrading performance of the Group. On this basis, the following items were\nincluded within adjusted items for the 52- week period ended 28 March 2026:\n* costs associated with restructuring and redundancies; \n* provisions related to onerous contracts;\n3. Segmental information\n\nIFRS 8 requires operating segments to be identified on the basis of internal\nreports about components of the Group that are regularly reported to the\nGroup's executive decision makers (comprising the executive directors and\nOperating Board) in order to allocate resources to the segments and assess\ntheir performance. Under IFRS 8, the Group has not identified that its\noperations represent more than one operating segment.\n\nThe results of franchise partners are not reported separately, nor are\nresources allocated on a franchise partner by franchise partner basis and\ntherefore have not been identified to constitute separate operating segments.\n\n4. Revenue\n\nRevenues are attributed to countries on the basis of the customer's location.\nDuring the year, the Group had three customers that individually represented\nmore than 10% of Group revenue. Revenue from these customers amounted to £6.1\nmillion, £2.4 million and £3.0 million respectively, representing 27%, 11%\nand 13% of total Group revenue.\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Sale of goods to franchise partners 14.1 27.1 \n Royalties income 8.3 11.8 \n Total revenue 22.4 38.9 \n\n\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Turnover by destination: \n UK 2.0 9.9 \n Europe 6.6 8.8 \n Middle East 6.4 9.3 \n Asia 7.4 10.9 \n Total revenue 22.4 38.9 \n\n5.Adjusted items\n\nThe total adjusted items reported for the 52-week period ended 29 March 2025\nis a net gain of £13.6 million (2024: £0.2 million loss). The adjustments\nmade to reported profit before tax to arrive at adjusted profit are:\n\n Adjusted items: 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Cost of sales \n Onerous contract provision (0.2) (0.6) \n Administrative expenses \n Sale of IP rights - 15.2 \n Financial asset - 0.5 \n Past service costs - (0.3) \n Restructuring and reorganisation costs included in administrative expenses (0.8) (0.8) \n (0.8) 14.6 \n Finance costs \n Restructuring costs included in finance costs (0.7) (0.4) \n Adjusted items before tax (1.7) 13.6 \n\nOnerous contract provision – £(0.2) million (2025:£(0.6) million)\n\nOnerous contract costs relating to lower contracted cost recoveries compared\nwith the actual costs incurred. \n\nSale of IP rights   £Nil million (2025: £15.2 million)\n\nIn prior year Mothercare and Reliance (our Indian Franchise partner) created a\nnew joint venture. Under the terms of arrangement, Reliance paid £16.0\nmillion to acquire a 51% interest in a new joint venture Company JVCO 2024 Ltd\nwhich held the Mothercare Intellectual property (IP) for certain Asian\ncountries, with Mothercare retaining a 49% residual shareholding. Mothercare\nearned a net income of £15.2 million from the arrangement as outlined below:\n\n IP sale £ million \n Proceeds on the sale of 51% of JVCO Ltd 16.0 \n Royalty concessions given as a result of the deal (0.4) \n Professional fees incurred on the deal (0.4) \n Net proceeds 15.2 \n\nFinancial asset – £Nil million (2025: £0.5 million)\n\nThe prior year amount relates to the true-up of the financial asset arising on\nthe revolving capital facility, which was valued at the end of financial year\n2025 based on the information available at the time, whilst assuming the\nworst-case scenario that no further distributions are to be received.\n\nPast service costs – £Nil million (2025: £(0.3) million)\n\nPast service cost in prior year was as a result of the Executive Pension\nScheme equalising Guaranteed Minimum Pensions (GMPs) for all pensioner\nmembers.\n\nRestructuring and reorganisation costs included in administrative expenses –\n£(0.8) million (2025: £(0.8) million)\n* £(0.3) million redundancy payments made to certain staff during the year;\n* £(0.3) million legal and professional fees incurred by the Pension trustee\nas a result of the refinancing of the Group’s loan facility;\n* £(0.2) million costs relating to legal fees incurred for a case against a\nformer franchise partner and legal fees relating to redundancies.\nThe prior year costs related to:\n* £(0.4) million redundancy payments made to certain staff during the year;\n* £(0.2) million legal and professional fees incurred by the Pension trustee\nas a result of the refinancing of the Group’s loan facility;\n* £(0.3) million costs incurred in de-commissioning IT equipment due to the\nnew ERP going live during the year; offset by\n* £0.1 million credit received from our registrars relating to unclaimed\ndividend\nRestructuring costs included in finance costs – £(0.7) million (2025:\n£(0.4) million)\n\nOf the current year charge £(0.6) million relates to costs linked to\nrefinancing of the Group’s existing loan facility and £(0.1) million\nrelates to certain interest charges on tax liabilities. The interest charged\non tax liabilities has been treated as an adjusted item because it arises from\ntax liabilities relating to the IP sale transaction, which was itself treated\nas an adjusted item in the prior year. The prior year charge of £(0.4)\nmillion related to costs linked to refinancing of the Group’s existing loan\nfacility.\n\n6. Net finance costs\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Other interest payable and finance charges 1.7 3.0 \n Net interest expense on liabilities/return on assets on pension 1.3 1.1 \n Interest on lease liabilities 0.1 - \n Net finance costs 3.1 4.1 \n\n7.Taxation\n\nThe charge for taxation on profit for the period comprises:\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Current tax: \n UK tax - 1.5 \n Foreign taxation 0.7 0.8 \n 0.7 2.3 \n Deferred tax: \n Origination and reversal of temporary differences - 3.5 \n Adjustment in respect of prior periods - (0.1) \n Charge for taxation on profit for the period 0.7 5.7 \n\nUK corporation tax is calculated at 25% (2025: 25%) of the estimated\nassessable profit for the period. Taxation for other jurisdictions is\ncalculated at the rates prevailing in the respective jurisdictions.\n\nThe charge for the period can be reconciled to the profit for the period\nbefore taxation per the consolidated income statement as follows:\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n Profit for the period before taxation (4.3) 11.9 \n Profit for the period before taxation multiplied by the standard rate of corporation tax in the UK of 25.0% (2025: 25.0%) (1.1) 3.0 \n Effects of: \n Expenses not deductible for tax purposes - (1.2) \n Income not taxable 0.2 (4.2) \n Foreign tax credits (0.1) 0.7 \n Foreign tax 0.5 - \n Adjustments in respect of prior years - (0.1) \n Degrouping - 6.7 \n Exempt distribution (0.1) - \n Movement in deferred tax not recognised 1.3 0.8 \n Charge for taxation on profit for the period 0.7 5.7 \n\nNo deferred tax was charged directly to other comprehensive income relating to\nretirement benefit obligations (2025: £Nil) (2024: £2.0 million).\n\n8. (Losses) / earnings per share\n\n 52 weeks ended 52 weeks ended 29 March 2025 million \n 28 March \n 2026 \n million \n Weighted average number of shares in issue 563.8 563.8 \n Potential ordinary shares 11.5 \n Diluted weighted average number of shares 563.8 575.3 \n Number of shares at period end 563.8 563.8 \n £ million £ million \n (Loss) / profit for basic and diluted earnings per share (5.0) 6.2 \n Adjusted items (1.7) (8.7) \n Tax effect of above items – – \n Adjusted (loss)/profit (3.3) (2.5) \n \n Pence Pence \n Basic (losses)/earnings per share (0.9) 1.1 \n Basic adjusted (losses) per share (0.6) (0.4) \n Diluted (losses)/earnings per share (0.9) 1.1 \n Diluted adjusted (losses) per share (0.6) (0.4) \n \n Analysis of shares by class 28 March 2026 million 29 March 2025 million \n Ordinary shares at period end date 563.8 563.8 \n Antidilutive/dilutive SAYE options – 0.1 \n Antidilutive/dilutive LTIP options 9.1 11.4 \n Total 572.9 575.3 \n\nWhere there is a loss per share, the calculation has been based on the\nweighted average number of shares in issue, as the loss renders all\npotentially dilutive shares anti-dilutive.\n\n9. Investment in associates\n\nSet out below is the associate of the Group as at 28 March 2026 which in the\nopinion of the directors is material to the Group. It has share capital\nconsisting solely of shares held directly by the Group’s subsidiary\nMothercare Global Brand Limited.\n\n % ownership interest Nature of relationship Measurement method Fair value £million Carrying amount £million \n JVCo 2024 Ltd 49% Associate Equitymethod 10.8 10.8 \n\nJVCO 2024 Ltd, a company incorporated in the UK is engaged in retailing of\nclothing, equipment and other categories for parents and young children via a\nfranchisee model in the territories of India, Bhutan, Sri Lanka, Nepal and\nBangladesh. The fair value has been determined with reference to the most\nrecent arm's length transaction, which occurred in the prior year. Management\nhas assessed that there have been no significant changes in market conditions\nor the investee's circumstances since the transaction that would indicate the\ntransaction price is no longer representative of fair value. The investment is\nsubject to market, operational and country-specific risks associated with the\ninvestee's activities and the territories in which it operates. There were no\nsignificant changes in the nature of these risks during the reporting period.\n\nAt year end, the associate did not hold any contingent liabilities or\ncommitments.\n\n10. Share Capital and Share Premium\n\nThe Company has one class of ordinary shares, which carry equal voting rights,\nrights to dividends when declared and rights to participate in the\ndistribution of surplus assets on a winding up. The Company has no authorised\nshare capital. Share premium represents amounts received from shareholders\nabove the nominal value of shares issued and is subject to applicable legal\nrestrictions. There was no movement in the stated share capital during the\nyear.\n\n11. Cashflow from operating activities\n\n 52 weeks ended 52 weeks ended 29 March 2025 £ million \n 28 March \n 2026 \n £ million \n (Loss) / profit from operations (1.2) 16.0 \n Adjustments for: \n Depreciation of property, plant and equipment 0.1 0.1 \n Amortisation of right-of-use assets 0.2 0.2 \n Amortisation of intangible assets 1.3 1.2 \n Share of profit of associate (0.1) – \n Gain on sale of subsidiary – (15.2) \n Gain on adjusted foreign currency movements (0.2) (0.1) \n Equity-settled share-based payments 0.2 0.2 \n Movement in provisions (0.2) 0.4 \n Net gain on financial derivative instruments – (0.5) \n Payments to retirement benefit schemes (0.3) (2.2) \n Charge to profit from operations in respect of retirement benefit schemes 1.3 1.4 \n Operating cash inflow before movement in working capital 1.1 1.5 \n Decrease in inventories 0.6 – \n Decrease in receivables 0.1 0.6 \n (Decrease) in payables (1.1) (2.1) \n Net cash inflow from operating activities before tax 0.7 – \n Income taxes paid (0.6) (1.5) \n Net cash inflow/(outflow) from operating activities after tax 0.1 (1.5) \n\nAnalysis of net debt\n\n 29 March 2025 £ million Cash flow £ million Other non–cash movements (1) £ million 28 March 2026 £ million \n Term loan (8.0) (0.3) (0.2) (8.5) \n Cash at bank 4.3 (1.5) – 2.8 \n IFRS 16 lease liabilities (0.8) 0.2 (0.1) (0.7) \n Net debt (4.5) (1.6) (0.3) (6.4) \n\n(1) Non-cash movements represents payment in kind (PIK) interest on the Term\nLoan and interest on the right of use liabilities\n\nThe Group had outstanding borrowings at 28 March 2026 of £8.5 million (2024:\n£8.0 million).\n\nDuring the year, the Group entered into new financing arrangements with CTM\nFunding Limited amending the existing facility with Gordon Brothers. Under the\namended agreement the existing loan with Gordon Brothers was settled and a\nlarger facility of £8.5 million was agreed. The facility’s term has also\nbeen extended to 31 December 2027. The facility now carries a coupon of 25%\nper annum, comprising an unchanged 10% per annum cash pay coupon and an\nadditional 15% per annum ‘payment in kind’ non-cash coupon.  The loan is\nsecured on the assets and shares of specific Group subsidiaries. The loan is\nsubject to covenants which include minimum royalties, minimum EBITDA and\nminimum liquidity covenants.\n\n12. Events after the balance sheet date\n\nManagement has assessed events occurring after the reporting date up to the\ndate of authorisation of these financial statements and has concluded that,\nother than the events described below and any other matters disclosed in these\nfinancial statements, there are no additional material adjusting or\nnon-adjusting events requiring recognition or disclosure.\n\nCompletion of Executive Defined Benefit Pension Scheme Buy-out\n\nAfter the reporting date, the Group completed a full buy-out of the\nliabilities of the Executive Scheme with an insurance company. As a result of\nthis transaction, all obligations relating to the Executive Scheme have been\nirrevocably transferred to the insurer, together with the scheme assets, and\nthe Group has no further legal or constructive obligation in respect of this\nscheme.\n\nThe buy-out was completed on 31 March 2026. Accordingly, the Executive Scheme\nwill be derecognised from the Group’s statement of financial position in the\nfinancial year ending 27 March 2027.\n\nThis transaction represents a non-adjusting event after the reporting period,\nas the buy-out occurred after the reporting date and does not provide evidence\nof conditions that existed at that date. Therefore, no adjustments have been\nmade to the amounts recognised in respect of the Executive Scheme in these\nfinancial statements. At the reporting date, no binding agreement or\ncontractual obligation to complete the buy-out existed, and the Group retained\nthe risks and rewards associated with the Executive Scheme.\n\nThe buy-out is expected to result in a settlement gain in the subsequent\nreporting period, being the difference between:\n* the defined benefit obligation of the executive Scheme at the date of\nsettlement; and\n* the premium paid to the insurer (including transaction costs).\nAn estimate of the financial effect of the transaction is estimated at £0.6\nmillion, which will be recognised in the income statement in the period ending\n27 March 2027.\n\nFinancing activities\n\nSubsequent to the reporting date, the Group received additional funding of\n£1.54 million from CTM Funding Ltd under its existing lending facility. This\nrepresents the remaining available balance of the facility and increases the\ntotal amount drawn from £8.5 million, which was initially advanced in\nFebruary, to the full facility limit of £10.0 million."},"type":"article","timestamp":"2026-08-14T08:35:54.367305347Z","server_sent_at_ms":1786696554367},"received_at":"2026-08-14T08:35:54.902Z","source_url":null},"analysis":{"id":"108079","press_release_id":"119090","analysis_json":{"industry":{"label":"Specialty Retail","sector":"Consumer Discretionary"},"redFlags":["Facility is in default due to breached financial covenants and is repayable on demand","Material uncertainty casts significant doubt on the Group's ability to continue as a going concern","Statutory loss of £5.0 million swung from £6.2 million profit","Revenue declined 42% year-over-year","High cost of debt with 25% total coupon (10% cash + 15% PIK)","Net debt increased to £6.4 million from £4.5 million","Pension scheme deficit remains at £35 million"],"eventType":"earnings","narrative":"Mothercare reported a statutory loss of £5.0 million for FY26, reversing a £6.2 million profit in the prior year, as revenue dropped 42% to £22.4 million. The decline was driven by the end of its UK distribution relationship with Boots, ongoing uncertainty in the Middle East, and foreign exchange impacts. Adjusted EBITDA fell to £1.3 million from £3.5 million.\n\nThe company completed a refinancing in February 2026, securing a £10 million facility from CTM Funding Ltd with a 25% total coupon, replacing the previous Gordon Brothers facility. However, the facility is currently in default regarding financial covenants, raising material uncertainty over the company's status as a going concern.\n\nCurrent trading for the first 19 weeks of FY27 shows franchise retail sales down to £58.5 million from £68.8 million. Management noted resilience ex-Middle East/UK and reiterated no material changes planned for market conditions in FY27 overall, supported by the new debt facility and pending pension deficit discussions.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"Mothercare swings to loss as revenue collapses 42%; financing in default casts doubt on going concern."},"keyFigures":{"revenue":22400000,"guidance":"Not planning for material changes in market conditions for FY27 as a whole, acknowledging Middle East and UK situation.","customDimensions":{"total_cash":2800000,"debt_facility":10000000,"adjusted_ebitda":1300000,"cash_interest_rate":0.1,"franchise_retail_sales":180000000}},"quotedText":"The facility is in default as a result of breaching financial covenants, which cannot be remedied, and so is repayable on demand.","namedEntities":{"people":[{"name":"Clive Whiley","role":"Chairman"},{"name":"Andrew Cook","role":"Chief Financial Officer"},{"name":"Lynne Medini","role":"Group Company Secretary"}],"products":[],"companies":[{"name":"Mothercare plc","ticker":"MTC"},{"name":"Boots","relationship":"former distribution partner"},{"name":"Reliance Brands Ltd","relationship":"joint venture partner"},{"name":"Reliance Industries Ltd","relationship":"joint venture parent"},{"name":"ebebek","relationship":"license partner"},{"name":"CTM Funding Ltd","relationship":"lender"},{"name":"Gordon Brothers","relationship":"former lender"},{"name":"Deutsche Numis","relationship":"NOMAD & Broker"},{"name":"Cavendish Capital Markets Limited","relationship":"Broker"}],"dollarAmounts":[{"amount":"£180.0 million","context":"Worldwide retail sales by franchise partners FY26"},{"amount":"£280.8 million","context":"Worldwide retail sales by franchise partners FY25"},{"amount":"£1.3 million","context":"Adjusted EBITDA FY26"},{"amount":"£5.7 million","context":"Net borrowings at year end FY26"},{"amount":"£3.7 million","context":"Net borrowings at year end FY25"},{"amount":"£58.5 million","context":"Franchise Partners retail sales first 19 weeks FY27"},{"amount":"£10.0 million","context":"Refinanced debt facilities"},{"amount":"£5.0 million","context":"Statutory loss FY26"},{"amount":"£6.2 million","context":"Statutory profit FY25"},{"amount":"£6.4 million","context":"Net debt FY26"},{"amount":"£22.4 million","context":"Revenue FY26"},{"amount":"£38.9 million","context":"Revenue FY25"},{"amount":"£80.0 million","context":"Worldwide retail sales FY26 (table)"},{"amount":"£230.6 million","context":"Worldwide retail sales FY25 (table)"},{"amount":"£35 million","context":"Pension scheme deficit"},{"amount":"c£30 million","context":"Joint venture entry valuation"},{"amount":"£8.0 million","context":"Previous Gordon Brothers facility"},{"amount":"£8.46 million","context":"New CTM Funding facility initial amount"},{"amount":"£1.54 million","context":"Additional funding raised post year end"},{"amount":"25%","context":"Total coupon on amended facility"},{"amount":"£2.8 million","context":"Total cash at year end"},{"amount":"£8.5 million","context":"Group's revised loan facility"},{"amount":"£35.0 million","context":"Deficit on Staff Scheme at 31 March 2023"}]},"materialImpact":{"score":4,"reasoning":"Mothercare swung from a statutory profit of £6.2M to a loss of £5.0M, with revenue down 42%. The company is in breach of financial covenants, operating under a material uncertainty regarding going concern despite a recent debt refinancing."},"tickerRelevance":{"others":[],"primary":"MTC"},"globalImportance":20,"audienceRelevance":25,"eventTypeSecondary":["restructuring","debt_offering"],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"earnings_miss_and_distress","sectorWeight":"consumer_discretionary","distress_signals":"covenant_breach_going_concern_risk"}},"event_type":"earnings","event_type_secondary":["restructuring","debt_offering"],"sentiment":"bearish","material_impact_score":4,"narrative":"Mothercare reported a statutory loss of £5.0 million for FY26, reversing a £6.2 million profit in the prior year, as revenue dropped 42% to £22.4 million. The decline was driven by the end of its UK distribution relationship with Boots, ongoing uncertainty in the Middle East, and foreign exchange impacts. Adjusted EBITDA fell to £1.3 million from £3.5 million.\n\nThe company completed a refinancing in February 2026, securing a £10 million facility from CTM Funding Ltd with a 25% total coupon, replacing the previous Gordon Brothers facility. However, the facility is currently in default regarding financial covenants, raising material uncertainty over the company's status as a going concern.\n\nCurrent trading for the first 19 weeks of FY27 shows franchise retail sales down to £58.5 million from £68.8 million. Management noted resilience ex-Middle East/UK and reiterated no material changes planned for market conditions in FY27 overall, supported by the new debt facility and pending pension deficit discussions.","key_figures":{"revenue":22400000,"guidance":"Not planning for material changes in market conditions for FY27 as a whole, acknowledging Middle East and UK situation.","customDimensions":{"total_cash":2800000,"debt_facility":10000000,"adjusted_ebitda":1300000,"cash_interest_rate":0.1,"franchise_retail_sales":180000000}},"named_entities":{"people":[{"name":"Clive Whiley","role":"Chairman"},{"name":"Andrew Cook","role":"Chief Financial Officer"},{"name":"Lynne Medini","role":"Group Company Secretary"}],"products":[],"companies":[{"name":"Mothercare plc","ticker":"MTC"},{"name":"Boots","relationship":"former distribution partner"},{"name":"Reliance Brands Ltd","relationship":"joint venture partner"},{"name":"Reliance Industries Ltd","relationship":"joint venture parent"},{"name":"ebebek","relationship":"license partner"},{"name":"CTM Funding Ltd","relationship":"lender"},{"name":"Gordon Brothers","relationship":"former lender"},{"name":"Deutsche Numis","relationship":"NOMAD & Broker"},{"name":"Cavendish Capital Markets Limited","relationship":"Broker"}],"dollarAmounts":[{"amount":"£180.0 million","context":"Worldwide retail sales by franchise partners FY26"},{"amount":"£280.8 million","context":"Worldwide retail sales by franchise partners FY25"},{"amount":"£1.3 million","context":"Adjusted EBITDA FY26"},{"amount":"£5.7 million","context":"Net borrowings at year end FY26"},{"amount":"£3.7 million","context":"Net borrowings at year end FY25"},{"amount":"£58.5 million","context":"Franchise Partners retail sales first 19 weeks FY27"},{"amount":"£10.0 million","context":"Refinanced debt facilities"},{"amount":"£5.0 million","context":"Statutory loss FY26"},{"amount":"£6.2 million","context":"Statutory profit FY25"},{"amount":"£6.4 million","context":"Net debt FY26"},{"amount":"£22.4 million","context":"Revenue FY26"},{"amount":"£38.9 million","context":"Revenue FY25"},{"amount":"£80.0 million","context":"Worldwide retail sales FY26 (table)"},{"amount":"£230.6 million","context":"Worldwide retail sales FY25 (table)"},{"amount":"£35 million","context":"Pension scheme deficit"},{"amount":"c£30 million","context":"Joint venture entry valuation"},{"amount":"£8.0 million","context":"Previous Gordon Brothers facility"},{"amount":"£8.46 million","context":"New CTM Funding facility initial amount"},{"amount":"£1.54 million","context":"Additional funding raised post year end"},{"amount":"25%","context":"Total coupon on amended facility"},{"amount":"£2.8 million","context":"Total cash at year end"},{"amount":"£8.5 million","context":"Group's revised loan facility"},{"amount":"£35.0 million","context":"Deficit on Staff Scheme at 31 March 2023"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-14T08:39:11.258Z","global_importance":20,"audience_relevance":25,"importance_components":{"tickerTier":"small-cap","eventGravity":"earnings_miss_and_distress","sectorWeight":"consumer_discretionary","distress_signals":"covenant_breach_going_concern_risk"}},"durationMs":196333,"modelName":"glm-4.7"}}