Company number 3263464
Telecom Plus PLC
Report and Accounts
Year ended 31 March 2026
Registered number 3263464
Contents
Strategic report
Financial and Operational Highlights 2
At a glance 3
Investment case 4
Chairman’s Statement 6
Chief Executive’s Review 11
Financial Review 21
Principal Risks and Uncertainties 25
People and Organisation 34
Sustainability Report 39
Task Force on Climate-Related Financial Disclosures Report 57
Governance
Board of Directors 67
Corporate Governance Statement 70
Nomination Committee Report 80
Audit and Risk Committee Report 84
Directors’ Remuneration Report 88
Directors’ Report 112
Directors’ Responsibilities 118
Financial Statements
Independent Auditor’s Report to the members of Telecom Plus PLC 120
Financial Statements 134
Notes to the Financial Statements 140
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Financial and Operational Highlights
● Revenues of £1,941.1m (2025: £1,838.2m)
● Gross profit up 8.7% to £389.2m (2025: £358.1m)
● Adjusted pre-tax profit* up 4.7% to £132.2m (2025: £126.3m)
● Statutory pre-tax profit up 6.7% to £113.0m (2025: £105.9m)
● Adjusted EPS* up 3.0% to 122.8p (2025: 119.2p)
● Statutory EPS up 5.1% to 101.2p (2025: 96.3p)
● Full year dividend of 50p (2025: 94p) per share; plus £40m share
buyback equivalent to total return of 100p per share
● Net debt to adjusted EBITDA ratio at 0.9x
● Number of customers up 23.3% to 1,434,403 (2025: 1,163,608),
including 193k broadband customers acquired from the TalkTalk Group
● Number of services supplied up by 411,230 to 3,803,823 (2025:
3,392,593), including broadband services acquired from the TalkTalk
Group
● Increase in Partner numbers to 77,200 (2025: 71,710), reflecting
ongoing strong demand for our unique income opportunity
● Winner of Best Value for Money at the uSwitch 2025 Energy awards
together with Which? Recommended Provider 2025 awards for Energy
and Broadband
* Adjusted pre-tax profit (£132.2m), adjusted EBITDA (£161.8m) and Adjusted EPS exclude share incentive scheme
charges (£4.8m), the amortisation of the energy supply contract intangible asset (£11.2m), Market-Wide Half-
Hourly Settlement (“MHHS”) set up costs (£2.4m), and restructuring costs (£0.7m). The reconciliations for adjusted
pre-tax profit, adjusted EBITDA and net debt, and adjusted EPS, are set out in notes 1 and 19 respectively of the
financial statements.
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At a glance
A multiservice platform for subscription-style essential household services
A track record of growth in all conditions
The business has delivered uninterrupted growth in customer numbers for every one of its 25+
years. This has been achieved in a broad spectrum of market and macroeconomic conditions,
demonstrating the continuing strength of our business model.
Our structural cost advantage
Our unique multiservice customer proposition allows our customers to bundle many of their
essential household services together with Utility Warehouse. As a result, we receive up to four
core revenue streams per customer but have just one back office supporting all the services we
provide to them. This gives us an inbuilt and enduring cost advantage that our competitors
have been unable to replicate. We share this benefit with our customers through lower prices.
Fair pricing and loyal customers
This long-term, fair pricing approach, enhanced by top-rated customer service and the
convenience of having one account, one bill, and one app to manage all their household
services, builds loyalty to our brand amongst our customers; as a result, our typical
homeowning customers display below-market rates of churn and bad debt, further
compounding our cost advantage, and giving us the high earnings visibility typically found
within other B2C subscription style businesses.
Our unique word of mouth customer acquisition model
The key to acquiring new multiservice customers is our unique and hard-to-replicate word-of-
mouth acquisition model. Over many years we have built up a UK-wide community of over
77,000 Partners who are real advocates for our proposition. They help overcome the natural
inertia that exists to simultaneously switch multiple essential household services by personally
explaining to family, friends, work colleagues and acquaintances the convenience of a single
Utility Warehouse account for all their household services and the long-term value we offer.
This unique approach enables us to successfully grow our multiservice customer base in a way
that other customer acquisition strategies cannot replicate. Our Partners are attracted by the
opportunity to earn a second income amidst cost-of-living pressures, the flexible nature of the
work, the need to build a secure income for their retirement and by the sense of doing
something worthwhile by helping their community, friends and family save money on their
essential household services.
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Investment case
Why invest in Telecom Plus?
Our unique platform for subscription-style essential services has a clear purpose: to help
households save time and money, whilst benefitting from award-winning customer service. We
have partnerships with leading suppliers of energy, broadband, mobile and insurance and a
high-quality customer base. This leads to a high growth, predictable, capital-light and cash
generative business model supporting a clear capital allocation policy which prioritises cash
returns to shareholders through a progressive distribution policy.
1. The UK’s only integrated platform covering a broad cross section of
subscription-style essential household services
We have a unique award-winning customer proposition providing multiple essential services
(including energy, broadband, mobile and insurance) to over 1.4 million UK customers under
the Utility Warehouse brand. This provides consistently larger savings than peers and simplicity
through a single bill and point of service.
2. Significant growth opportunity
Our ability to offer lower prices than competitors, combined with award-winning customer
service, means we are able to achieve sustainable double-digit customer growth. Enhanced
investment will be targeted at growing our multiservice customer base thus increasing
customer lifetime value. We are the leading challenger in our markets and with a c.3% share of
the UK energy market, c.1% share of the broadband and mobile markets and a nascent
position in insurance there is ample opportunity for growth.
3. Differentiated route to market
Our business model is based on a unique and hard-to-replicate word-of-mouth route to market.
Our Partners refer Utility Warehouse to their friends, family and personal networks, attracting
loyal multiservice homeowner customers which other operators find hard to reach. Customer
satisfaction and loyalty gives market-leading customer lifetimes and lower bad debts. Our
Partners value the opportunity to earn an additional long-term income stream, providing a
high-quality and low-cost means of customer acquisition, while fulfilling our social purpose.
4. Structural cost advantage
We have a structural cost advantage as we have multiple revenue streams but only one set of
overheads, unlike our competitors. This allows us to offer the most attractive prices to our
multiservice customers, permitting us to improve our value for money – reinforcing our
competitive position and sustaining our growth rate.
5. Capital light business model
We do not own any infrastructure, as we are a virtual service provider meaning we do not need
significant capital expenditure to grow. We are able to offer high-quality services from the best
providers, benefiting from 20+ year relationships and long-term contracts. Our long track
record increases supplier and Partner confidence in us. Our model means we differentiate on
price, simplicity and service while not being exposed to either capacity or technology risk.
6. Proven financial track record with strong returns
We are highly cash generative due to our capital light model. We consistently generate strong
returns with a Return on Capital Employed (ROCE) above 30%. We pursue a progressive
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distribution policy with a total pay out of at least 80% of adjusted post-tax profit via dividends
and buybacks, while maintaining a conservative level of gearing appropriate for a listed
company.
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Chairman’s Statement
I am pleased to report another strong performance in FY26, with double-digit percentage
organic customer growth resulting in record profits and an increase in total cash returned to
shareholders.
Adjusted pre-tax profits increased by 4.7% to £132.2m (2025: £126.3m), which was at the
bottom end of our previously guided range of £132m-£138m following reduced energy
consumption during an unseasonably warm winter.
Our revenues increased by 5.6% to £1,941.1m (2025: £1,838.2m) driven by higher
customer numbers, partly offset by lower average energy consumption over an unseasonably
warm winter period.
These factors are reflected in our gross profit margin of 20.0% (2025: 19.5%) and the 8.7%
increase in our gross profit to £389.2m (2025: £358.1m). Adjusted earnings per share for the
year rose by 3.0% to 122.8p (2025: 119.2p). Statutory pre-tax profits rose by 6.7% to
£113.0m (2025: £105.9m), and statutory EPS rose by 5.1% to 101.2p (2025: 96.3p).
Total customer numbers increased by 23.3% to 1.43m (FY25: 1.16m), including 193k fixed-
line/broadband customers acquired from TalkTalk in order to improve our scale within this
product vertical and enable us to trial a range of cross-selling initiatives. Whilst organic
customer numbers continued their double-digit growth trajectory, increasing by 10.3% to
1.26m (FY25: 1.14m), overall service growth continued to lag behind customer growth with
single service customers growing at a faster rate than those applying for multiple services. This
primarily reflects continued strong competitive activity in the Energy and Broadband markets,
whilst Insurance services (-8.3% in FY26) have been slower than expected to recover from the
temporary pause in new Insurance sales during FY25.
Our churn rate increased slightly to 14.2% (FY25: 13.7%), reflecting the competitive dynamics
mentioned above, with the shape of the energy wholesale forward curve enabling competitors
to offer fixed price energy tariffs meaningfully below the Ofgem price cap for much of the year.
The customers we acquired from TalkTalk increased our broadband services by 193k. These
customers are expected to generate a return above post-tax WACC, even without cross selling
any other services to them. Of these customers, 160k had been migrated onto our systems by
year end, with the remainder expected to migrate by the end of the first quarter of FY27.
Initial cross-sell results remain encouraging, with 14.5k customers upgraded and cross-sold
during the year.
Across the UK, families continue to face cost-of-living pressures, and we are proud of the role
we are playing to help both customers and Partners address these challenges. Our unique
business model shares the benefits we derive from our integrated platform with our customers
(by giving them sustainable long-term savings on their essential household subscription-style
services). Meanwhile our Partner opportunity offers hard-working people, from all walks of life,
the ability to earn an additional secure long-term income. With a pension crisis looming over
the medium term, the need for this income is becoming ever more urgent, resulting in strong
ongoing interest in our Partner opportunity, and total Partner numbers increasing to 77,200
(2025: 71,710).
Recently, we took the decision to strengthen and modernise our brand, emphasising our belief
in the power of ‘people helping people’. We soft-launched this new brand identity at our ‘Power
Up’ Partner event in April 2026 which was welcomed enthusiastically by our staff and Partners,
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and look forward to rolling this out to raise our profile with both our existing customers and
amongst the general public.
I would like once again to thank our employees for their hard work and commitment in
helping to achieve another record company performance and a host of accolades. These
included being awarded “Best Value for Money” by Uswitch in their 2025 Energy Awards;
becoming the Which? Recommended Provider for both Energy and Broadband in 2025, the
first company to hold both awards simultaneously; being named Best Value Energy Supplier
by Expert Reviews, and maintaining an “Excellent” rating on Trustpilot. These reflect the
outstanding customer service delivered by our colleagues and the dedication of our Partners,
as well as the consistently strong value for money of our customer offering.
When I started Utility Warehouse almost 30 years ago, my goal was to build a business
supplying an integrated range of essential household services, delivering savings, simplicity
and best-in-class customer service. I am hugely proud of the journey we have travelled, and
the strength of our current position with over 1.4 million customers, 77,000 Partners,
revenues approaching £2bn, a strong balance sheet, record recent profitability, and
widespread independent recognition for everything we have achieved.
Recent competitive dynamics in some of our core market verticals mean that we now need to
make a conscious choice to invest more heavily than we had previously anticipated, in order
to provide the right framework for growing the business profitably and sustainably over the
next phase of our journey - and it is that adjustment that we are sharing with our
shareholders today following our recent review. I remain more confident now than I have
ever been that the best days for Utility Warehouse lie ahead.
Sustainability
Our people and communities are central to our strategy. We focus on sustainability through
building long-term relationships with customers and Partners, supporting our employees, and
conducting business responsibly. This includes considering our wider impact on society and the
environment around us, and supporting the UK’s transition to net zero.
This year we launched our Diversity, Inclusion and Belonging vision to create an inclusive
workplace where people from all walks of life can achieve their full potential. Our seven
Belonging Groups, ranging from Women in Leadership to African-Caribbean to Neurodiversity,
continue to thrive, holding regular events across the year. We are also pleased to have again
been recognised in the FTSE Women Leaders Review and to have exceeded our targets for
management roles held by women.
As UK families face ongoing cost-of-living challenges, we are proud to help customers save on
household services while offering Partners an opportunity to earn additional income. Our
research to assess the socio-economic impact of our Partner opportunity showed that 86% of
the Partners who participated felt that being able to earn flexibly through Utility Warehouse had
improved their quality of life. Additionally, 79% said that this income had provided them with a
greater sense of financial empowerment and 53% stated the boost in skills and confidence
enabled them to increase their income outside Utility Warehouse, change jobs, progress their
career or start their own business. Building on this, we launched our Utility Warehouse
Community Champion awards to recognise Partners who go above and beyond in their
communities.
We continue supporting vulnerable customers nationwide through our partnership with Citizens
Advice Plymouth, while our Electric Vehicle (EV) tariff and enhanced Smart Export Guarantee
(SEG) tariff continue to help us better serve our customers as the energy retail market evolves
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alongside the UK’s transition toward net zero. Our FY27 ESG objectives demonstrate our
ongoing commitment to sustainability, with further details available in our ESG and
Sustainability Reports.
Corporate governance
The UK Corporate Governance Code (the "Code") encourages the Chairman to report personally
on how the principles in the Code relating to the role and effectiveness of the Board have been
applied.
As a Board we are responsible to the Company's shareholders for delivering sustainable
shareholder value over the long term through effective management and good governance. A
key role of mine, as Non-Executive Chairman, is to provide strong leadership to enable the
Board to operate effectively.
We believe that open and rigorous debate around the key strategic issues, risks and
opportunities faced by the Company is important to achieving our objectives. The Company is
fortunate to have non-executive directors with diverse and extensive business experience who
actively contribute to these discussions.
Further detail on the Company's governance processes and compliance with the Code is set out
in the Corporate Governance Statement in this Annual Report.
Dividend and capital allocation
The Company continues to deliver strong underlying cash generation alongside consistent
double-digit organic customer growth.
As announced in our year end trading update on 28 April 2026, and in response to
shareholder feedback, the Board has now concluded its review of the Group’s shareholder
distribution policy.
We confirm our intention to continue distributing at least 80% of adjusted profit after tax to
shareholders. Of that, at least 50% will be by way of ordinary dividend; the balance will be
allocated to share buybacks if our forward looking adjusted PER is below 20x in the run up to
results, and if not it will be returned by way of a special dividend.
The share price used for these purposes will be calculated using the average of the closing
price for the 20 business days prior to each results announcement. The earnings used here
will be the midpoint of the range for adjusted profit before tax provided by the Company in
that announcement for the current financial year, applying the standard rate of corporation
tax (currently 25%). If no guidance is provided by the Company, the average of the
forecasts of the Company’s broker(s) will be used instead.
Based on the methodology described above, the Company’s shares are currently trading
significantly below a forward adjusted PER of 20x (equivalent to c.£16 per share on the basis
of £85m of adjusted PBT, which is the mid-point of the range we have guided towards). We
are accordingly proposing a final dividend of 12p (2025: 57p), bringing the total for the year
to 50p (2025: 94p) and a further £40m will be allocated to share buybacks, taking the total
return to shareholders for FY26 to 100p per share or c.80% of adjusted post-tax profit.
If during the course of carrying out any buyback, the price of the company’s shares exceeds
the level derived using this methodology, then the share buyback will be paused for so long
as that level is exceeded; any unused funds at the end of any financial year will then be
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distributed as a special dividend in addition to any earnings which may subsequently be
allocated to a special dividend in respect of that financial year just ended.
The proposed final dividend is subject to approval by shareholders at the Company's AGM
which will be held on 17 August 2026, this will be paid on 28 August 2026 to shareholders on
the register at the close of business on 7 August 2026.
The Board adopts a disciplined approach to the allocation of capital, with the overriding
objective being to enhance long-term shareholder value, whilst maintaining an appropriate
level of gearing; this means retaining sufficient resources within the business to ensure that
our organic growth is not constrained by lack of capital.
Board changes
We welcomed Gemma Godfrey and Phil Bunker to our Board following the AGM in August
2025. Both have strong entrepreneurial track records, and we expect Gemma and Phil to
make a valuable contribution to the Board over the coming years. I would like to extend my
thanks to Bea Hollond and Andrew Blowers, who stepped down from the Board at the AGM in
August and in December 2025 respectively, for their insights and hard work over the last
nine years as non-executive directors. Suzi Williams assumed the role of Senior Non-
executive Director following Bea Hollond’s departure.
Outlook
We have now delivered compound double-digit percentage organic customer growth across a
range of market conditions for close to five consecutive years. While recent competitive
dynamics have led to a reduction in average services per customer and a modestly higher
churn rate, our unique platform and word-of-mouth route to market remain a proven model for
delivering high quality, multiservice customers at scale, generating a long-term source of
growing, recurring, subscription-style revenues. In addition, our wholesale energy supply
arrangements provide valuable insulation against energy market volatility caused by events in
the Middle East.
As we set out in our trading update issued in April 2026, we have recently undertaken a review
of potential initiatives to increase services per customer, reduce churn, grow contribution per
customer and enhance customer lifetime values. We are announcing the outcome of this
review, together with our new five-year strategy, separately this morning.
This five year strategy sets out a new trajectory which aims to maximise long-term shareholder
value through increasing the attractiveness of our unique multiservice customer proposition,
scaling our Partner sales channel, building a clear, strong, and nationally recognised brand, and
improving customer service (whilst enhancing productivity) through delivering a bespoke digital
experience and rapid AI adoption throughout the business.
By the end of FY31, successful implementation of this strategy is expected to deliver:
● compound annual growth in the number of high-value multiservice customers of over
10%, such that multiservice customers increase from around 500,000 today to around
1m by the end of FY31
● adjusted profit before tax for FY31 of c.£175m with EPS increasing at a faster rate than
the growth in overall customers
● net debt to adjusted EBITDA of around 1.0x
● ROCE in excess of 30%
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● a total distribution to shareholders for FY31 of c.£100m in aggregate, of which at least
50% will be paid by way of ordinary dividend and the balance returned by either share
buybacks or special dividends.
We have seen very positive results from various early-stage trials over recent months, including
stronger multiservice growth and increased Partner activity, giving us high levels of confidence
in delivery of the strategy. We will report progress against the key operating and financial
metrics underpinning the strategy at each half-year and full-year results announcement.
Given the level of P&L investment required to deliver on our plan, we expect adjusted profit
before tax for FY27 will be meaningfully lower than we achieved for FY26, and in a range of
£80m to £90m, with net debt/adjusted EBITDA at a temporarily higher level of c.1.5x by the
year end.
During the five years to FY31, and in the absence of unforeseen circumstances, we will continue
to return at least 80% of adjusted profit after tax to shareholders each year, with at least 50%
of this being by way of ordinary dividends and the balance via share buybacks and/or special
dividends.
I would like to thank my boardroom colleagues for their support and all our staff and Partners
for their energy, determination and commitment through another excellent year of growth, and
for the significant contribution they are making to the ongoing strong performance of the
business.
Charles Wigoder
Non-Executive Chairman
22 June 2026
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Chief Executive’s Review
Over our near 30 year history, we have consistently helped households save time and money
on their essential services, which include energy, broadband, mobile and insurance. Our unique
multiservice proposition continues to deliver exactly what financially-stretched and time-poor
households are looking for; namely savings, simplicity and service. At the same time, our word-
of-mouth Partner model is inherently suited to the needs of modern society, enabling people
from all walks of life and all parts of the UK to generate an additional income in their spare
time. This fulfils their immediate cash flow needs, as well as contributing to longer-term
financial security by building up passive income.
The company has continued to perform strongly in terms of customer growth, despite
increasing competition in the energy and broadband markets, demonstrating the ability of our
subscription-style business model to deliver double-digit organic customer growth under every
wholesale energy price environment.
We grew our total customer base by 0.27m, representing a growth rate of 23.3%, whilst our
organic growth rate (excluding those customers who were acquired from TalkTalk but have not
yet been upgraded or cross-sold additional services) was 10.3%. This takes the total number of
customers we supply to a record high of 1.43m (2025: 1.16m) and our organic customer
numbers to 1.26m (FY25: 1.14m). The number of services we supplied increased by 0.41m, to
a total of 3.80m (2025: 3.39m), representing growth of 12.1%. Organic growth in services,
excluding the customers added from TalkTalk, was 7.6%. Despite a 29% increase in Mobile
services, our overall organic services growth rate during FY26 was behind our customer growth
rate, primarily reflecting continued strong competitive activity in the energy and broadband
markets, resulting in lower than expected growth in energy and organic broadband services
(1.8% and 3.8% in FY26 respectively), whilst insurance services (-8.3% in FY26) have been
slower than expected to recover from the temporary pause in new Insurance sales during FY25.
For almost 30 years we have built up a large UK-wide community of Partners; people from all
walks of life who are genuine advocates for our unique proposition. They overcome the natural
inertia that exists to simultaneously switching multiple essential household services by
personally explaining to family, friends, work colleagues and acquaintances the convenience of
a single Utility Warehouse account for all their household services, the long-term value we
offer, and the award-winning service we provide. This unique approach enables us to
successfully grow our multiservice customer base in a way that other customer acquisition
strategies cannot replicate.
Whilst the dynamics in each of our markets constantly vary, we continue to focus our efforts on
strengthening our core multiservice proposition and supporting our Partner community.
During the year, we continued to innovate and evolve our multiservice customer offering,
launching a market leading entry-level mobile tariff alongside a new multi-SIM deal on our
unlimited mobile tariff. We also introduced a ‘welcome bonus’ on the Cashback Card for new
multiservice homeowner customers, extended our 6 months free City Fibre trial and introduced
a broader range of fixed energy tariffs.
Recently, we took the decision to strengthen and modernise our brand and we launched our
new brand identity at our annual ‘Power Up’ Partner event in April 2026. Our new brand identity
emphasises our belief in the power of ‘people helping people’ and that is why we are ‘in your
corner and around the corner’ - local, human and personal. The brand focuses on simplicity and
our identity as the UK’s only multiservice provider, with a stronger and more personal visual
identity. At the same time we also introduced Cat Deeley as a new brand ambassador with wide
public appeal.
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We continue to see strong interest in our Partner opportunity, as confidence in the strength of
our customer proposition continues to build, enhanced by new initiatives and the ongoing cost
of living crisis. The total number of Utility Warehouse Partners increased during the year to
77,200 (2025: 71,710). Partners underpin our long-term growth, being a unique route to
market for referring high-quality customers in significant volumes. There are over 20 million
people in the UK with a second or third part-time income - a trend which is driven by changing
societal attitudes towards work, as well as the ongoing pensions crisis which emphasises the
need to build a sustainable retirement income, for which our Partner opportunity is a compelling
solution.
We have adopted a consistent and disciplined approach to building a long-term, sustainable and
consistently profitable business. In a year which saw an increased intensity in marketing and
customer acquisition activity across both the energy and broadband industries, we focused our
efforts on delivering on the three key business priorities for FY26 that I set out at the start of
the year:
● Making our customer proposition epic
● Transforming and digitising the customer service experience
● Scaling the UK’s leading additional income opportunity
We are pleased to have made significant progress against these priorities, laying the
foundations for further progress in the years ahead.
Making our customer proposition epic
● Our customer proposition is one of our key competitive advantages. In mobile this
included a market leading Essential Max tariff at just £5 per month and a competitive
multi-SIM Unlimited Max tariff offering at £23 per month, with up to three additional
SIMs free for six months and £10 per month thereafter. We introduced a ‘welcome
bonus’ of up to £150 on the Cashback Card for homeowner customers signing up to
multiservices, extended our 6 months free City Fibre trial and introduced a broader
range of fixed energy tariffs.
Transforming and digitising the customer service experience
● We provide award-winning customer service, which is fundamental to giving our
Partners the confidence to refer us to their friends and family and to extending our
customer lifetimes. During the year we enhanced our WhatsApp channel for customers
to enable them to get answers quickly and conveniently. We enhanced the effectiveness
of our customer service agents through the development of “agent assist” which places
accurate and concise knowledge in front of our teams when they are talking to our
customers. As a result, we are resolving our customers' queries more rapidly than
previously whilst improving our operational efficiency. Through the use of AI tools and
offshoring we are able to limit hiring for new customer service roles, thereby improving
efficiency. The strength of our customer service was recognised by becoming a Which?
Recommended Provider for both Energy and Broadband in 2025 and we were awarded
“Best Value for Money” by Uswitch in their 2025 Energy Awards.
Scaling the UK’s leading additional income opportunity
● We continued to see strong interest in our Partner opportunity, as the continuing cost of
living crisis combined with the ability to earn a unique passive income stream continue
to attract new recruits to the UK’s leading part-time income opportunity. During the year
we supported our Partners in building their businesses with new initiatives, such as the
launch of “Connectors” as a way to help them generate referrals from local community
organisations, and through the introduction of a more flexible commission structure,
giving Partners greater choice in their role. We invested in modern digital tools and
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training such as our AI-enabled Partner coach and our 24/7 Partner app. Alongside this,
streak-building initiatives, such as the “Free Energy Club” and “Achievers retreats”,
provide Partners with more benefits and opportunities than ever before.
Our business model
We have a unique, self-reinforcing and long-term business model - we are the UK’s only
integrated platform for subscription-style essential household services, spanning energy,
broadband, mobile and insurance, as well as a Cashback Card which provides extra savings at a
wide range of retailers. The discounts available to our customers increase with each service
taken and our subscription-style model leads to recurring and predictable profits and cashflow.
We bundle essential home services together to give Utility Warehouse customers peace of
mind, sustainable long-term savings, a simple single monthly bill and award-winning customer
service; these elements combine to ensure our multiservice customers stay with Utility
Warehouse for longer than our competitors. The combination of higher revenues per customer
(from taking multiple services) and lower churn generates a significantly higher average
customer lifetime value.
By having a single set of central overheads for our multiple revenue streams, we are able to
make cost savings due to operating efficiencies. This gives us a sustainable, structural cost
advantage which enables us to offer both the best value across our range of services, and
significant savings to our customers year after year.
Our Partner network gives us a unique and efficient way of acquiring hard-to-reach multiservice
homeowner customers. The perceived effort of switching multiple services can be high amongst
consumers, resulting in more conventional advertising and marketing approaches typically
failing to successfully convert customers to a relatively complex multiservice proposition. In
contrast, a conversation with a trusted Partner can provide first-hand reassurance and
explanation of the switching process, often based on the Partner’s personal experience. This
helps to overcome the natural inertia associated with switching multiple essential household
services simultaneously.
By further strengthening our market-leading proposition through continued investment, and
keeping Partners incentivised to sign up new customers in increasing volumes and with greater
consistency, we are confident we can continue successfully growing our multiservice customer
base in a way that other customer acquisition strategies cannot replicate.
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Unique platform for subscription-style essential household services
We enable customers to choose the essential services they want and combine them together to
create a unique multiservice proposition, all within one integrated platform. These services
include energy, broadband, mobile and insurance as well as a pre-paid Cashback Card.
This approach provides:
- Simplicity: a single simple bill for all their home services.
- Savings: compared with the prices they were previously paying.
- Service: an easy-to-use customer app backed up by award-winning customer support.
By offering customers the ability to receive all their essential home services on a single monthly
bill, and manage them on a single app, we deliver a straightforward and cost-effective
experience. The more services a customer takes from us, the more they save.
A key component of our business model is the long-term relationships we have built to secure
high-quality and reliable wholesale services from market-leading established industry providers,
which we then bundle together for our customers’ benefit. We source our energy from E.ON,
use Openreach and CityFibre via PXC for Broadband, and utilise the EE network (which has the
widest national coverage) for our mobile services. We have also established insurance
relationships with a number of major insurers, alongside our own insurance company, UWI.
Unique structural cost advantage
Our unique multiservice customer proposition allows customers to bundle many of their
essential household services together with us. As a result, we receive up to four revenue
streams from each of our customers but have just one back office supporting all the services
we provide to them. This gives us an inbuilt and enduring cost advantage that our competitors
have been unable to replicate and which we share with our customers year-on-year through
competitive prices.
This long-term, fair pricing approach, enhanced by award-winning customer service and the
convenience of having one bill, one account and one app to manage all their household
services, builds loyalty towards our brand; as a result, our typical homeowning customers
display below-market rates of churn and lower bad debt, compounding our cost advantage.
Unique word-of-mouth model that creates earning opportunities and drives
multiservice customer growth
The key to acquiring new multiservice customers is our unique and hard-to-replicate word-of-
mouth acquisition model. Our network of 77,200 Partners are members of their local
community: “people helping people”. This helps to build trust with potential customers when
Partners explain our multiservice proposition to them. Our Partners are motivated by the
opportunity to earn an additional income in the context of continuing cost of living pressures;
the satisfaction of helping people to save money on their essential household services; the need
to save for retirement; and a long-term structural trend towards multiple incomes which now
comprises over 20 million individuals in the UK.
They receive a monthly commission based on the services being used by the customers they
have referred, with the opportunity in some cases to receive a prepayment of some of this
future commission as a lump sum. As Partners refer more people to Utility Warehouse and
grow their Partner teams, their income stream can continue to grow, creating a truly life-
changing potential earning opportunity.
Telecom Plus PLC Page 15 of 193 31 March 2026
Registered number 3263464
Our proposition provides genuine alignment of interests between our customers, our Partners
and Utility Warehouse. Our customers benefit from cheaper bills, great service and a more
convenient way of buying their essential household services, while our Partners can build a
valuable passive income stream.
Energy
Energy service numbers increased by 1.8% to 1.77m. We have seen increased price
competition in the market over the last twelve months, with a range of discounted fixed tariffs
on offer from most suppliers. Some competitors also spent heavily on marketing and brand
building campaigns. Despite this, we have continued to grow our customer base, in an
environment where only one of the ‘Big 6’ energy suppliers increased their market share
organically.
The energy price cap was £1,849 at the start of the year, before falling to between £1,720 and
£1,758 from July to March. Wholesale energy prices rose at the end of March as the impact of
the Iran War and closure of the Strait of Hormuz was felt in oil and gas prices, with the energy
price cap due to increase in July as a result. Our wholesale energy supply contract means we
are insulated from the effects of this market volatility. The government has already taken
action to try to reduce household energy bills due to ongoing cost of living pressures,
announcing the closure of the Energy Company Obligation scheme and the temporary transfer
of 75% of Renewables Obligation costs into general taxation from 1 April 2026. The Warm
Home Discount scheme has also been extended to support customers in fuel poverty.
Ofgem is continuing to consult on various aspects of the price cap, driven in part by the new
Market-Wide Half-Hourly settlement regime, which is a key milestone in opening up ‘time of
use’ tariffs to help customers reduce their energy costs by using energy at cheaper ‘off-peak’
times of day.
Alongside our Which? Recommended Energy Provider status, in June, we were named “Best
Value for Money” at the Uswitch energy awards, demonstrating our commitment to offering
high quality and reliable services at consistently competitive prices. We were also awarded
runner up in the customer service and customer satisfaction categories, confirming our
commitment to taking great care of our customers.
We continue to maintain our position at the forefront of the smart meter rollout programme.
We met our Ofgem targets calendar 2025, with more than 77% of our customers now
benefiting from smart meters, and we remain fully committed to delivering further progress on
this vital element of the UK’s transition to net zero.
Broadband
Broadband service numbers increased by 38.9% to 0.56m (including the 193k customers
acquired from TalkTalk). Excluding the impact of the customers acquired from TalkTalk,
broadband service numbers increased 3.8%.
We successfully migrated 160k TalkTalk customers onto our systems by year end, with the
remainder expected to migrate by the end of the first quarter of FY27. Initial cross-sell results
are continuing to perform strongly, with 14.5k customers upgraded and cross-sold during the
year.
Telecom Plus PLC Page 16 of 193 31 March 2026
Registered number 3263464
Our partnership with CityFibre remains strong and we continue to benefit from the expansion of
their network footprint, as well as continuing to offer customers of the CityFibre network 6
months free.
74% of new customers are now choosing Full Fibre broadband, reflecting continued demand for
higher-speed and more reliable connectivity; with our VoIP (Voice over Internet Protocol)
product due to launch early in FY27, we expect to see a further increase in the proportion of
customers taking Full Fibre broadband.
Mobile
Our mobile service numbers increased 28.9% to 0.78m. This strong performance reflects
continued demand for our mobile offering and our growing competitiveness in the market.
Over the course of the year, we enhanced both of our core tariffs to deliver even greater value
to customers. Our ‘Essential Max’ plan now offers one of the most competitive entry-level
propositions in the market at £5 for 10GB of data. In addition, customers benefit from
additional SIMs on our Unlimited Max tariff at no extra cost for the first six months.
During the year, we also launched eSIM capability, expanding customer choice and enabling a
more seamless and flexible onboarding experience. These improvements, combined with the
strength and reliability of EE’s network, have driven sustained momentum in mobile service
growth throughout the year.
Insurance
Following positive engagement with the FCA, we resumed insurance sales at the end of April
2025. Despite this, insurance service numbers decreased by 8.3%, largely driven by a decline
in Boiler & Home Cover services, albeit with Home Insurance services returning to growth in
December.
Work is underway to re-platform our broker system which will enable more competitive pricing
and a wider underwriting footprint once launched. Combined with the launch of new products,
such as motor, travel and pet, this will enable us to reinvigorate the insurance business and
build on the exciting opportunities in this large and diverse sector.
Cashback Card
Our unique Cashback card has continued its growth, driving the outcomes that differentiate our
model, including: reduced churn, stronger brand affinity and higher customer lifetime values.
Over the past year, the cashback card program saw £10.9m returned to customers as discounts
on their bill, with our most active cardholders now saving over £460 per year.
To accelerate card take-up, we launched a new ‘three months free’ promotion whereby the
monthly fee was waived for three months, with the cashback card attachment rate
subsequently increasing from 62% to 70%. We also launched a ‘welcome bonus’ for new
multiservice customers which is loaded onto customers’ cards, which saw the attachment rate
further increase to 85%. Our rollout of open banking as a method for topping up cashback card
balances has been very successful, with over 75% of top-ups now being completed via this
route. To improve the customer experience further, we have implemented Mastercard’s
Click2Pay functionality.
Telecom Plus PLC Page 17 of 193 31 March 2026
Registered number 3263464
Supporting our customers
We gain our customers’ trust by giving them an excellent standard of service, fair treatment,
and swiftly resolving any issues they might have. One of the key objectives for our operations
and customer service teams is to deliver a proposition which our Partners can confidently refer
to their friends and family.
We continue to gain external recognition for our investment in high-quality customer service
across all sectors with Which? Recommended Provider status for both Energy and Broadband in
2025; the first company to hold both awards simultaneously. We were also awarded Best Value
for Money at the Uswitch 2025 Energy awards. To ensure that customers joining Utility
Warehouse have a great experience, we have a dedicated welcome team who can assist
customers in their first few weeks as they get our energy, mobile, broadband and insurance
services up and running, while our advanced routing technology allows us to route new
customer calls automatically to our specialist welcome advisors. Our customer agents also
focused on enhancing the level of service by updating customer details when receiving inbound
calls, in addition to resolving queries.
We continue to invest in our customer experience across all our contact points. In particular, we
are focused on enhancing our WhatsApp channel, which receives excellent feedback from our
customers. Customers can submit questions 24/7 and the channel is able to auto-resolve
queries, rather than solely routing the question to a customer services representative. It is
currently resolving nearly one in five of customer queries, generating scalable operating
efficiencies.
We have been active in welcoming and onboarding the new customers we acquired from
TalkTalk, seeking to ensure they are happy with the service levels we are providing. We have
answered queries about initial billing, supported those who received new routers and helped
them understand the new services such as energy, insurance and mobile that Utility Warehouse
can provide. We also collected renewal dates for home insurance and energy contracts to assist
in our cross-selling campaigns.
We are increasing the efficiency of our operations by offshoring some of our less complex
customer contact functions and by year end this reached c.30% of our customer facing teams,
up from under 10% at the end of FY25 and in line with our plans.
Our use of AI tools has expanded to assist our advisers in providing the very best levels of
service through the development of “agent assist” which places accurate and concise knowledge
in front of our teams when they are talking to our customers. As a result, we are resolving our
customers' queries quicker than previously, while simultaneously improving our operational
efficiency. Further innovations during the year included the ability for customers to submit
meter readings using an AI bot and run automatic broadband line tests. We are also using AI to
identify cross-sell opportunities with increased accuracy, including capturing customer renewal
dates for various services, enabling us to subsequently recontact the customer at the right
time.
Supporting vulnerable customers continues to be a focus across Utility Warehouse and we
continue to invest in the partnership between the Utility Warehouse and Citizens Advice.
Operational performance and non-financial KPIs
We had another record year with customer numbers rising by 23.3% (2025: 15.0%) to
1,434,403. Excluding the 193,000 broadband customers acquired from TalkTalk, organic growth
was 10.3%.
Telecom Plus PLC Page 18 of 193 31 March 2026
Registered number 3263464
As in FY25, our customer acquisition efforts were focused on residential customers, with our
business offering remaining closed to new customers.
Customers 2026
2025
Residential 1,424,079
1,151,071
Business 10,324
12,537
Total 1,434,403
1,163,608
The total number of services we supply to our customers grew by 12.1% (2025: 8.5%) to
3,803,823. Organic service growth was 7.6%.
Services 2026
2025
Core services
Energy 1,775,730
1,745,004
Broadband 568,647
409,358
Mobile 787,426
610,689
Insurance 112,715
122,856
Other services
Cashback Card 526,234
484,196
Legacy
telephony
33,071
20,490
Total 3,803,823
3,392,593
Note: the table above sets out the individual services supplied to customers. Legacy telephony
comprises non-geographic numbers (08xx) and landline only (no broadband) services
provided.
Following changes to our customer proposition in September 2025, organic service growth
improved in the second half of the year with energy services increasing over the course of the
year as a whole by 1.8% and broadband services by 3.8%. Mobile services increased by 28.9%
in FY26, while insurance services decreased by 8.3%.
Customers can take any combination of services they want from us - energy, broadband,
mobile or insurance; the more services a customer takes, the greater the savings they make.
There is also a clear correlation between the number of services taken and the length of time a
customer can be expected to remain with us, the total amount they will spend over that period,
and hence their lifetime value to the business.
Telecom Plus PLC Page 19 of 193 31 March 2026
Registered number 3263464
Average number of Core services per organic customer
Q1 FY25 2.61
Q2 FY25 2.57
Q3 FY25 2.56
Q4 FY25 2.52
Q1 FY26 2.50
Q2 FY26 2.46
Q3 FY26 2.46
Q4 FY26 2.45
The average number of Core services taken by customers is an important metric that underpins
long-term business sustainability: customers taking two or more Core services from us are
benefitting from a genuinely differentiated proposition, as well as greater ongoing savings,
meaning that they are less likely to leave us.
However, our annualised energy churn increased to 14.2% (2025: 13.7%), due to continued
strong competitive activity, especially in the energy and broadband markets, with the energy
wholesale forward curve enabling competitors to offer fixed price energy tariffs meaningfully
below the Ofgem price cap for much of the year.
The year ahead: our business priorities for FY27
While recent competitive dynamics have impacted our churn rate, our unique platform and
word-of-mouth route to market remain a proven model for delivering high quality, multiservice
customers at scale, generating a long-term source of growing, recurring, subscription-style
revenues. In addition, our wholesale energy supply arrangements continue to insulate us from
the current energy market volatility caused by events in the Middle East.
Our focus is on progressively increasing services per customer, reducing churn, growing
contribution per customer, and enhancing customer lifetime values, in order to maximise long-
term shareholder value. As a result, we have undertaken a review of potential initiatives to
achieve these goals, and we announced the outcome of this review, together with our new five
year strategy, separately this morning.
Our five year strategy sets out a trajectory to maximise long-term shareholder value through:
1. optimising our unique multiservice customer proposition (including price investment,
cross-selling, insurance, and small business customers initiatives)
2. scaling our Partner sales channel
3. building a nationally recognised and trusted brand
4. delivering a best-in-class digital experience coupled with a market leading cost to serve.
Telecom Plus PLC Page 20 of 193 31 March 2026
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By the end of FY27, we expect to see the first indications that our updated strategy is beginning
to build traction, with multiservice customer numbers increasing by at least 10%, a 10% uplift
in monthly active Partners, and the launch of our first motor insurance product.
Stuart Burnett
Chief Executive Officer
22 June 2026
Telecom Plus PLC Page 21 of 193 31 March 2026
Registered number 3263464
Financial Review
Overview of results
Adjusted
Statutory
2026
2025
Change
2026
2025
Change
Revenue
£1,941.1m
£1,838.2m
5.6%
£1,941.1m
£1,838.2m
5.6%
Gross profit
£389.2m
£358.1m
8.7%
£389.2m
£358.1m
8.7%
Profit before tax
£132.2m
£126.3m
4.7%
£113.0m
£105.9m
6.
7
%
Basic EPS
122.8p
119.2p
3.0%
101.2p
96.3p
5.
1
%
Dividend per share
50
p
94.0p
(4
6.8
)
%
50
p
94.0p
(4
6.8
)
%
Share buyback
£
40
m
-
-
£
40
m
-
-
Total distribution
100.0p
94.0p
6.4%
100.0p
94.0p
6.4%
Throughout this report the Group presents various alternative performance measures (‘APMs’) in addition to those
reported under IFRS. The measures presented are those adopted by the Chief Operating Decision Maker ('CODM',
deemed to be the Chief Executive Officer), together with the main Board, and analysts who follow us in assessing the
performance of the business. In order to provide a presentation of the underlying performance of the group, adjusted
pre-tax profit and adjusted basic EPS exclude share incentive scheme charges of £4.8m (2025: £3.4m), the
amortisation of the intangible asset of £11.2m (2025: £11.2m) arising from entering into the energy supply
arrangements with E.ON (formerly npower) in December 2013; this decision reflects both the relative size and non-cash
nature of these charges. Adjusted pre-tax profit and adjusted EPS also exclude one-off restructuring costs of £0.7m
(2025: £5.7m), and in FY26 £2.4m (2025: £Nil) of energy platform upgrade set up costs ahead of Market Wide Half
Hourly Settlement (“MHHS”); this decision reflects the one-off non-recurring nature of the charges. The reconciliations
for adjusted pre-tax profit and adjusted EPS are set out in notes 1 and 19 respectively of the financial statements.
Summary
FY26 represented another strong financial performance by the Group with double-digit
percentage customer growth and increased profits. The Group finished the year in a strong
financial position with gearing at 0.9x adjusted EBITDA.
Adjusted pre-tax profit increased by 4.7% to £132.2m (2025: £126.3m) on revenues of
£1,941.1m (2025: £1,838.2m). Statutory profit before tax increased by 6.7% to £113.0m
(2025: £105.9m). The increase in revenues primarily reflects higher telephony revenues during
the year, including the impact from the acquisition of customers from TalkTalk. The increase in
adjusted pre-tax profit reflects the impact of higher customer and service numbers, and a
reduction in energy usage during an unseasonably warm winter.
Distribution expenses remained broadly stable as a percentage of revenues, increasing to
£48.0m (2025: £45.7m).
Administrative expenses (excluding share incentive scheme charges, amortisation of the energy
supply agreement intangible, energy platform upgrade set up costs, and restructuring costs)
increased during the year to £156.7m (2025: £144.4m), largely due to a higher depreciation
charge (including the amortisation of customer contracts intangible assets), and higher
software costs.
The bad debt charge for the year (which is separately identified on the income statement as
impairment loss on trade receivables) increased to £41.2m (2025: £33.4m), representing 2.1%
of revenues for the year (2025: 1.8%), largely due to continued cost of living pressures and the
slow evolution of involuntary prepayment meter installation processes following the temporary
hiatus imposed by Ofgem.
Telecom Plus PLC Page 22 of 193 31 March 2026
Registered number 3263464
Adjusted earnings per share increased by 3.0% to 122.8p (2025: 119.2p), with statutory EPS
increasing by 5.1% to 101.2p (2025: 96.3p). The Board is proposing to pay a final dividend of
12p per share (2025: 57p), making a total dividend of 50p per share (2025: 94p) for the year,
whilst also commencing a share buyback programme with up to £40m allocated.
Revenues
The growth in the number of services we are supplying increased by 411,230 over the course of
the year (2025: 265,496), taking the total number of services provided to our customers to
3,803,823 (2025: 3,392,593).
The overall increase in revenues mainly reflects higher telephony and electricity revenues:
Revenues £m 2026
2025
Change
Electricity 954.0
903.1
5.6%
Gas 609.9
629.3
(3.1)%
Broadband 203.8
153.2
33.0%
Mobile 98.3
84.2
16.7%
Other 75.1
68.4
9.8%
Total Revenue 1,941.1
1,838.2
5.6%
Gross profit
Gross profit for the year increased to £389.2m (2025: £358.1m), following the growth in the
number of services we supply, partly offset by the impact from warmer weather. Our overall
gross margin for the year increased to 20.0% (2025: 19.5%), mainly reflecting a higher
proportion of telephony sales.
Distribution and administrative expenses
Distribution expenses include the costs of commission and incentives paid to Partners, together
with other direct costs associated with gathering new customers. These expenses remained
broadly stable as a percentage of revenues, increasing to £48.0m (2025: £45.7m).
Administrative expenses (excluding share incentive scheme charges, the amortisation of the
energy supply agreement intangible, energy platform upgrade set up costs, and restructuring
costs) increased during the year to £156.7m (2025: £144.4m), mainly due to a higher
depreciation charge (including the amortisation of customer contracts intangible assets), and
higher software costs.
In order to calculate adjusted profit before tax an adjustment has been made during the period
for restructuring costs of £0.7m, and exceptional IT platform costs of £2.4m associated with the
upgrade of the Company’s energy platform ahead of the implementation of Market Wide Half
Hourly Settlement, a one-off industry-wide programme.
The bad debt charge for the year increased to £41.2m or 2.1% of sales (2025: £33.4m; 1.8%),
mainly due to a continuing elevated number of customers having difficulty paying their bills.
The proportion of customers with at least two energy bills outstanding increased to 3.6%
(2025: 3.4%) across the year. This reflected continued elevated levels of customer non-
payment arising from previously high energy prices and the slow evolution of the involuntary
Telecom Plus PLC Page 23 of 193 31 March 2026
Registered number 3263464
prepayment meter installation process. Typically, any movements in bad debt levels across the
industry are recovered through increases in the relevant Ofgem price cap allowance, all of
which accrue to the Group.
Cash, capital expenditure, working capital and borrowings
The Group ended the period with a reported net debt position including lease liabilities of
£143.1m (2025: £115.9m), comprising cash of £91.5m (2025: £79.0m) less bank loans of
£232.3m (2025: £191.7m) and lease liabilities of £2.3m (2025: £3.2m). The Group’s net
debt/adjusted EBITDA ratio of 0.9x is calculated using adjusted EBITDA of £161.8m
(representing operating profit of £125.4m, plus depreciation and amortisation of £28.5m,
share incentive scheme charges of £4.8m and exceptional IT platform upgrade and
restructuring costs of £3.1m, see note 1).
The Group’s net working capital position showed a year-on-year cash outflow of £9.6m
(2025: cash outflow of £3.2m (excluding the prepayment of the purchase of customer
contracts)).
Capital expenditure of £63.6m (2025: £17.2m) related primarily to the acquisition of
customer contracts from TalkTalk and our ongoing technology investment programme.
Dividend
Following the revised shareholder distribution policy announced on 28 April 2026, a final
dividend of 12p per share (2025: 57p) will be paid on 28 August 2026 to shareholders on the
register at the close of business on 7 August 2026 and is subject to approval by shareholders
at the Company’s Annual General Meeting which will be held on 17 August 2026. This makes
a total dividend payable for the year of 50p (2025: 94p). The equivalent of a further 50p per
share, representing £40m in total, will be available for share buy-backs as per the revised
policy.
Share incentive scheme charges
Operating profit is stated after share incentive scheme charges of £4.8m (2025: £3.4m). These
relate to an accounting charge under IFRS 2 Share Based Payments (‘IFRS 2’). As a result of
the relative size of share incentive scheme charges as a proportion of our pre-tax profits
historically, and the fluctuations in the amount of this charge from one year to another, we are
continuing to separately disclose this amount within the Consolidated Statement of
Comprehensive Income for the period (and excluding these charges from our calculation of
adjusted profits and earnings) so that the underlying performance of the business can be
clearly identified in a consistent manner to that adopted during previous periods. Our current
adjusted earnings per share have also therefore been adjusted to eliminate these share
incentive scheme charges.
2026 2025 2024 2023 2022
Adjusted EBITDA
(£’000)
161,840
148,095
133,251
110,118
73,760
Net debt (£’000) (143,072) (115,865) (122,50
1)
103,424 (70,334
)
Net
debt/adjusted
EBITDA ratio
0.9x
0.8x
0.9x
-0.9x
1.0x
Telecom Plus PLC Page 24 of 193 31 March 2026
Registered number 3263464
Taxation
A full analysis of the taxation charge for the year is set out in note 5 to the financial
statements. The tax charge for the year is £32.3m (2025: £29.9m). The effective tax rate for
the year was 28.6% (2025: 28.2%), primarily reflecting the ongoing amortisation charge on
our energy supply contract intangible asset (which is not an allowable deduction for tax
purposes).
Nick Schoenfeld
Chief Financial Officer
22 June 2026
Telecom Plus PLC Page 25 of 193 31 March 2026
Registered number 3263464
Principal Risks and Uncertainties
Background
The Group faces various risk factors, both internal and external, which could have a material
impact on long-term performance. However, the Group’s underlying business model is
considered relatively low risk, with no need for management to take any disproportionate risks
in order to preserve or generate shareholder value.
The Group continues to enhance a consistent and systematic risk identification and
management process, which involves horizon scanning for emerging risks (e.g. maintaining
good relationships with industry bodies, consultants and regulators to monitor key
developments which might impact the Group, monitoring relevant press commentary, and
keeping abreast of the latest threats in relation to cyber security through industry experts and
publications), risk ranking, prioritisation and subsequent evaluation, all with a view to ensuring
significant risks have been identified, prioritised and (where possible) eliminated, and that
systems of control are in place to manage any remaining risks.
The directors have carried out a robust assessment of the Company’s emerging and principal
risks. A formal document is prepared by the executive directors and senior management team
on a regular basis detailing the key risks faced by the Group and the operational controls in
place to mitigate those risks; this document is then reviewed by the Audit and Risk Committee.
Save as set out below, the magnitude of any risks previously identified has not significantly
changed during the period.
Business model
The principal risks outlined below should be viewed in the context of the Group’s business
model as a reseller of utility services (gas, electricity, fixed line telephony, mobile telephony,
broadband and insurance services) under the Utility Warehouse and TML brands. As a reseller,
the Group does not own any of the network infrastructure required to deliver these services to
its customer base. This means that while the Group is heavily reliant on third party providers, it
is insulated from all the direct risks associated with owning and/or operating such capital-
intensive infrastructure itself.
The Group is able to secure the wholesale supply of all the services it offers at competitive
rates, enabling it to generate a consistently fair level of profitability from delivering a great
value bundled proposition to its customers. There is an alignment of interests between the
Group and its wholesale suppliers which means that it is in the interests of the suppliers to
ensure that the Group remains competitive, driving growth and maximising their benefit from
our complementary route to market. Furthermore, the Group benefits from a structural cost
advantage, due to the multiple revenue streams it receives from customers who take more
than one service type, and only having one set of overheads. The Group has alternative sources
of wholesale supply should an existing supplier become uncompetitive or no longer available.
In relation to energy specifically (representing over 80% of revenues), the Group's wholesale
costs are calculated by reference to the Ofgem price cap, which gives the Group considerable
visibility over profit margins.
The Group mainly acquires new customers via word-of-mouth referrals from a large network of
independent Partners, who are paid predominantly on a commission basis. This means that the
Group has limited fixed costs associated with acquiring new customers.
The principal specific risks arising from the Group’s business model, and the measures taken to
mitigate those risks, are set out below.
Telecom Plus PLC Page 26 of 193 31 March 2026
Registered number 3263464
Reputational risk
The Group’s reputation amongst its customers, suppliers and Partners is believed to be
fundamental to the future success of the Group. Failure to meet expectations in terms of the
services provided by the Group, the way the Group does business or in the Group’s financial
performance could have a material negative impact on the Group’s performance.
In developing new services, and in enhancing current ones, careful consideration is given to the
likely impact of such changes on existing customers.
In relation to the service provided to its customer base, reputational risk is principally mitigated
through the Group’s recruitment processes, a focus on closely monitoring staff performance,
including the use of direct feedback surveys from customers (Net Promoter Score), and through
the provision of rigorous staff training.
Responsibility for maintaining effective relationships with suppliers and Partners rests primarily
with the appropriate member of the Group’s senior management team with responsibility for
the relevant area. Any material changes to supplier agreements and Partner commission
arrangements which could impact the Group’s relationships are generally negotiated by the
executive directors and ultimately approved by the full Board.
Information and cyber security risk
The Group’s ability to deliver seamless multi-utility services is fundamentally dependent on the
integrity of our digital infrastructure and the rigorous stewardship of the data entrusted to us.
As cyber threats become increasingly automated through AI, we continue to evolve our
defences to stay ahead of more sophisticated exploitation methods. Failure to do so could result
in material loss of business, substantial legal liability, regulatory enforcement actions and
significant harm to the Group’s reputation. Consequently, continuous investment in system
resilience is critical to protecting our customers and partner data and maintaining our
operational viability.
Information security and cyber-related risks are governed by an executive-led internal
committee, ensuring strategic alignment across the business. Day-to-day risk management is
spearheaded by a dedicated security function, underpinned by our ISO 27001 accredited
Information Security Management System (“ISMS”).
Recognising the rapid emergence of generative technologies, we have established a formal AI
Governance Committee. This body is responsible for the legal and ethical oversight and risk
assessment of AI integration across the Group, ensuring that all initiatives are directly aligned
with our long-term AI Strategy. By balancing innovation with responsibility, the Committee
ensures that our use of AI adheres to strict 'Human-in-the-Loop' principles and data privacy
standards. This alignment ensures that our pursuit of operational efficiency and enhanced
customer experiences remains consistent with our risk appetite and commitment to ethical data
usage.
External oversight of the entire digital risk landscape is provided by the Audit and Risk
Committee, which reviews the effectiveness of our risk appetite and control framework.
The Security Operations Centre (“SOC”) is responsible for the real-time monitoring, detection,
and response to security events. A core priority of the SOC is ensuring that our Business
Continuity Plans (“BCPs”) and disaster recovery protocols are effective and regularly tested.
This ensures the Group remains resilient and ready to maintain essential services in the event
of a major cyber incident. Furthermore, the SOC is tasked with the ongoing maintenance and
validation of security controls across our systems, networks, and data estates.
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Our Secure Engineering and Development (“DevSecOps”) team ensures that security is an
intrinsic part of our growth, rather than an afterthought. By integrating automated security
controls and principles into every stage of the Software Development Lifecycle (“SDLC”), we
scale our defences alongside our software. This approach ensures that the proprietary
technology we build is rigorously tested and secure by design before reaching a production
environment.
The Governance Risk & Compliance (“GRC”) team manages the Group’s daily adherence to
cyber security governance and regulatory standards. This function maintains a comprehensive
policy framework applicable to all employees, contractors, and suppliers, subject to periodic
review to reflect the shifting threat landscape. To validate our posture, risk-based assessments
are conducted regularly on critical processes and assets by both internal experts and qualified
external professionals. Additionally, the GRC team manages the full lifecycle of third-party
supplier risk, ensuring that our vendors meet the same high standards of data protection and
security that we demand of ourselves.
Data privacy and protection
The Group recognises that the trust of our customers and partners is built upon the rigorous
protection of their personal and commercial data. As a multi-utility provider, we handle a
diverse range of sensitive information. We are committed to a "Privacy by Design" philosophy,
ensuring that data protection is embedded into the development of every new product, service,
and internal process from the outset.
Our privacy framework is overseen by a dedicated Data Protection Officer (“DPO”) and
supported by the Legal and Compliance teams. We maintain full alignment with the UK General
Data Protection Regulation (UK GDPR) and the Data Protection Act. To ensure accountability:
(i) ICO Engagement: We maintain our registrations as Data Controllers with the
Information Commissioner’s Office (ICO) and proactively monitor the regulatory
landscape to ensure ongoing compliance with evolving privacy standards.
(ii) Data Protection Impact Assessments (DPIAs): We conduct mandatory DPIAs for all high-
risk processing activities, particularly those involving new technologies or the large-scale
processing of customer data.
To address the risk of unauthorised access or data loss, we implement a multi-layered defence
strategy:
(i) Data Minimisation: We only gather the minimum amount of personal data required for
its intended purpose/s.
(ii) Access Governance: We enforce "Least Privilege" access controls, ensuring that personal
data is only accessible to employees whose specific roles require it, backed by
mandatory Multi-Factor Authentication (MFA).
(iii) Employee Awareness: Data privacy is a shared responsibility. All employees and
contractors undergo mandatory privacy training to ensure they remain vigilant against
data-handling risks and phishing attempts.
(iv) Continuous Testing: In addition to our internal audits, we engage independent external
consultants to perform regular penetration testing and vulnerability assessments on our
core infrastructure, ensuring our "layered" defence remains effective against current and
emerging threats.
Fraud risk
Fraud has the potential to impact the Group from a financial, regulatory and reputational
perspective, with potential exposure across the Group’s operations. There are several key fraud
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typologies the Group faces including application fraud, account takeover, first party fraud and
compromised card details. Through the use of synthetic identities and AI, the fraud landscape is
evolving.
The fraud risk the group faces is driven by the breadth of services offered across multiple
industries as well as overall increase in fraud within the UK. The group faces the same risks as
financial institutions, telecommunication and energy providers, and consumer businesses and
requires managing across this broad spectrum.
Fraud risks are overseen by the Group's Fraud Team, which sits within Legal & Compliance.
Periodic updates are provided to the Executive Leadership team and escalated to the Board as
appropriate. Updates are also provided to the Audit and Risk Committee twice yearly.
Effective controls are in place to identify and reduce incidents of fraud, actively investigate
potential fraud, and report on fraud activity and trends both internally and to the Group's
industry partners. Fraud incidents are reported to law enforcement and regulatory bodies in line
with industry expectations. The Group employs real time transaction monitoring, customer
onboarding checks as well as bespoke risk modelling. Quarterly external transaction monitoring
auditing is performed to ensure the quality of the fraud control framework.
Legislative and regulatory risk
The Group is subject to various laws and regulations across the energy, telecommunications
and financial services markets in the UK, each subject to comprehensive operating
requirements as defined by the relevant sector regulators and government departments.
Amendments to the regulatory regime in any of these sectors could have an impact on the
Group's ability to achieve its strategic goals, and any material failure to comply may result in
the Group being fined, loss of ability to operate in this area and lead to reputational damage
which could impact the Group's brand and ability to attract and retain customers.
In energy, the Group is a licensed gas and electricity supplier with a direct regulatory
relationship with Ofgem. The regulatory framework for the UK's energy retail market is subject
to continuous development, with Ofgem leading the industry through a range of consumer,
market and policy objectives. The Group is obliged to comply with retail supply procedures,
amendments to which could have an impact on operating costs. Substantial industry-wide
change programmes continue, including the rollout of smart meters and the transition to
routine half-hourly electricity metering. Ofgem's Financial Resilience reforms include a Capital
Adequacy regime requiring a minimum level of net assets per dual-fuel customer.
In telecommunications, the Group provides services under Ofcom's general authorisation
regime and has a direct regulatory relationship with Ofcom.
In financial services, Utility Warehouse Limited is authorised and regulated by the FCA as an
insurance broker and offers a Cashback Card prepaid product; Utilities Plus Limited holds
consumer credit lending permissions; and UWI is authorised by the Gibraltar Financial Services
Commission (GFSC) for insurance underwriting. Regulatory changes relating to insurance
pricing practices and the FCA's Consumer Duty have had a significant impact on the financial
services sector, and the Group continues to be informed by any clarifications and additional
guidance issued.
Across all industries political and consumer concern over costs, vulnerable customers and fuel
poverty may lead to further reviews and additional consumer protection legislation.
The Group seeks to maintain appropriate relations with Ofgem, the Department for Energy
Security and Net Zero, Ofcom, the FCA and the GFSC, engaging with officials from these
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organisations on a periodic basis to ensure they are aware of the Group's views when
consulting on proposed regulatory changes. The Group is closely involved in relevant industry
forums to engage in and prepare for regulatory change.
The Group’s Legal & Compliance team provides periodic updates to the Audit and Risk
Committee and completes horizon scanning. The team has developed and rolled out policies
and procedures across all regulated areas of the business, undertakes training across the
business, and continually monitors legal and regulatory developments. The team also conducts
compliance and assurance tests on policies and procedures.
Financing risk
The Group has debt service obligations which may place operating and financial restrictions on
the Group. This debt could have adverse consequences insofar as it: (a) requires the Group to
dedicate a proportion of its cash flows from operations to fund payments in respect of the debt,
thereby reducing the flexibility of the Group to utilise its cash to invest in and/or grow the
business; (b) increases the Group’s vulnerability to adverse general economic and/or industry
conditions; (c) may limit the Group’s flexibility in planning for, or reacting to, changes in its
business or the industry in which it operates; (d) may limit the Group’s ability to raise
additional debt in the long-term; and (e) could restrict the Group from making larger strategic
acquisitions or exploiting business opportunities.
Each of these prospective adverse consequences (or a combination of some or all of them)
could result in the potential growth of the Group being at a slower rate than may otherwise be
achieved.
Bad debt risk
Whilst the Group’s focus on multiservice homeowners acts as a mitigating factor against bad
debt, the Group has a universal supply obligation in relation to the provision of energy to
domestic customers. This means that although the Group is entitled to request a reasonable
deposit from potential new customers who are not considered creditworthy, the Group is
obliged to supply domestic energy to everyone who submits a properly completed application
form. Where customers subsequently fail to pay for the energy they have used, there is likely
to be a considerable delay before the Group is able to control its exposure to future bad debt
from them by either switching their smart meters to pre-payment mode, installing a pre-
payment meter or disconnecting their supply, and the costs associated with preventing such
customers from increasing their indebtedness are not always fully recovered.
Bad debt within the telephony industry may arise from customers using the services, or being
provided with a mobile handset, without intending to pay their supplier. The amounts involved
are generally relatively small as the Group has sophisticated call traffic monitoring systems to
identify material occurrences of usage fraud. The Group is able to immediately eliminate any
further usage bad debt exposure by disconnecting any telephony service that demonstrates a
suspicious usage profile or falls into arrears on payments.
Wholesale price risk
Whilst the Group acts as principal in most of the services it supplies to customers, the Group
does not own or operate any utility network infrastructure itself, choosing instead to purchase
the capacity needed from third parties. The advantage of this approach is that the Group is
largely protected from technological risk, capacity risk or the risk of obsolescence, as it can
purchase the precise amount of each service required to meet its customers’ needs.
Whilst there is a theoretical risk that in some of the areas in which the Group operates it may
be unable to secure access to the necessary infrastructure on commercially attractive terms, in
practice the pricing of access to such infrastructure is typically either regulated (as in the
energy market) or subject to significant competitive pressures (as in the telephony and
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broadband markets). The profile of the Group’s customers, the significant quantities of each
service they consume in aggregate, and the Group’s clearly differentiated route to market has
historically proven attractive to infrastructure owners, who compete aggressively to secure a
share of the Group’s growing business.
The supply of energy has different risks associated with it. The wholesale price can be
extremely volatile, and customer demand can be subject to considerable short-term
fluctuations depending on the weather. The Group has a long-standing supply relationship with
E.ON (formerly npower) under which the latter is responsible for undertaking the buying and
hedging of the energy supplied to the Group, and where the price paid by the Group to cover
commodity, balancing and certain other associated supply costs is set by reference to the
Ofgem published energy price cap, which is set at the start of each quarter; this may not be
competitive against the equivalent supply costs incurred by new and/or other independent
suppliers. However, if the Group did not have the benefit of this long-term supply agreement it
would need to find alternative means of protecting itself from the pricing risk of securing access
to the necessary energy on the open market and the costs of balancing.
Commercial risk
The Company uses different distribution channels to drive customer and service growth and is
also required to effectively manage customer churn given the recurring nature of the
Company’s services.
The Company must therefore remain attractive and relevant to the various distribution channels
in the face of alternative sources of income/commission arising from the growing ‘gig’ economy.
Any failure to properly manage these channels could make it more difficult for the Company to
meet its growth targets and consequently fail to meet market expectations. The identification
of alternative distribution channels and innovative commission structures/incentives is required
to mitigate the risk of obsolescence.
Competitive risk
The Group operates in highly competitive markets and significant service innovations by others
or increased price competition could impact future profit margins, growth rates and Partner
productivity. In order to maintain its competitive position, there is a consistent focus on
improving operational efficiency. New service innovations are monitored closely by senior
management, and the Group is generally able to respond within an acceptable timeframe where
it is considered desirable to do so, by sourcing comparable features and benefits using the
infrastructure of its existing suppliers. The increasing proportion of customers who are
benefiting from the genuinely unique multi-utility solution that is offered by the Group, and
which is unavailable from any other known supplier, further reduces any competitive threat.
The Directors anticipate that the Group will face continued competition in the future as new
companies enter the market and alternative technologies and services become available. The
Group’s services and expertise may be rendered obsolete or uneconomic by technological
advances or novel approaches developed by one or more of the Group’s competitors. The
existing approaches of the Group’s competitors or new approaches or technologies developed
by such competitors may be more effective or affordable than those available to the Group.
There can be no assurance that the Group will be able to compete successfully with existing or
potential competitors or that competitive factors will not have a material adverse effect on the
Group’s business, financial condition or results of operations. However, as the Group’s customer
base continues to rise, competition amongst suppliers of services to the Group is expected to
increase. This has already been evidenced by various volume-related growth incentives which
have been agreed with some of the Group’s largest wholesale suppliers. This should also ensure
that the Group has direct access to new technologies and services available to the market.
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Infrastructure risk
The provision of services to the Group’s customers is reliant on the efficient operation of third-
party physical infrastructure. There is a risk of disruption to the supply of services to customers
through any failure in the infrastructure, e.g. gas shortages, power cuts or damage to
communications networks. However, as the infrastructure is generally shared with other
suppliers, any material disruption to the supply of services is likely to impact a large part of the
market as a whole and it is unlikely that the Group would be disproportionately affected. In the
event of any prolonged disruption isolated to the Group’s principal supplier within a particular
market, services required by customers could in due course be sourced from another provider.
The development of localised energy generation and distribution technology may lead to
increased peer-to-peer energy trading, thereby reducing the volume of energy provided by
nationwide suppliers. As a nationwide retail supplier, the Group’s results from the sale of
energy could therefore be adversely affected.
Similarly, the construction of ‘local monopoly’ fibre telephony networks to which the Group’s
access may be limited as a reseller could restrict the Group’s ability to compete effectively for
customers in certain areas.
Smart meter rollout risk
The Group is reliant on third party suppliers to fully deliver its smart meter rollout programme
effectively. In the event that the Group suffers delays to its smart meter rollout programme,
the Group may be in breach of its regulatory obligations and therefore become subject to fines
from Ofgem. In order to mitigate this risk, the Group dual-sources (where practicable) the
third-party metering and related equipment they use.
The Group may also be indirectly exposed to reputational damage and litigation from the risk of
technical complications arising from the installation of smart meters or other acts or omissions
of meter operators, e.g. the escape of gas in a customer’s property causing injury or death.
The Group mitigates this risk through using established, reputable third-party suppliers.
Energy industry estimation risk
A significant degree of estimation is required in order to determine the actual level of energy
used by customers and hence what should be recognised by the Group as sales. There is an
inherent risk that the estimation routines used by the Group to recognise sales do not in all
instances fully reflect the actual usage of customers. However, this risk is mitigated by the
relatively high proportion of customers who provide meter readings on a periodic basis, and the
high level of penetration the Group has achieved in its installed base of smart meters.
Gas leakage within the national gas distribution network
The operational management of the national gas distribution network is outside the control of
the Group, including the management of gas leakage from the network, however in common
with all other licensed domestic gas suppliers the Group is responsible for meeting its pro-rata
share of the total leakage cost. There is a risk that the level of leakage in future could be higher
than historically experienced, and above the level currently expected.
Underwriting risk
Operating the Group's in-house insurer gives rise to some underwriting risk - principally the risk
that claims costs or frequency exceed expectations, that risks are mispriced, or that
catastrophe events generate losses beyond anticipated levels. The principal drivers of
underwriting risk include the Group's exposure to catastrophic risks - such as storm, flood and
freeze events
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The Group mitigates underwriting risk through a number of controls. Existing lines of business
are migrated to the in-house insurer (UWI Limited) only where the Group has several years of
trading history and sufficient scale to maintain low volatility and predictable returns. The Group
uses conservative levels of reinsurance - including protection for catastrophe risks such as
storm, flood and freeze. Real-time and proprietary data enable accurate risk pricing and active
management of overall portfolio exposure. The Group also maintains and grows its existing
home insurance panel so that the in-house insurer can selectively target risk profiles suitable
for its balance sheet, such as properties with lower rebuild costs and limited CAT peril exposure.
Underwriting performance is reviewed by the business on a weekly basis with matters escalated
to the UWI Claims and Underwriting Committee on a monthly basis and the UWI Board on a
quarterly basis, as appropriate, in accordance with its corporate governance framework. UWI’s
CEO submits a quarterly report to the Group Board which includes underwriting performance
and capital position.
Acquisition risk
The Group may invest in other businesses, taking a minority, majority or 100% equity
shareholding, or through a joint venture partnership. The Group may also acquire batches of
customer contracts from other suppliers. Such acquisitions may not deliver the anticipated
returns (e.g. through the increased cross-selling of services), and may require additional
funding in future. This risk is mitigated through conducting appropriate pre-acquisition due
diligence where relevant.
Climate change risk
Climate change has the potential to significantly impact the future of our planet and the Group's
operations, financial performance and reputation. No business is immune from the risks
associated with climate change as it acts as a driver of other risks and impacts government
decision-making, consumer demand and supply chains. Development of climate-related policy,
regulatory changes and shifts in consumer sentiment could impact the Group’s ability to
achieve its financial goals and result in increased compliance costs or reputational damage.
The key drivers of climate change risk include transition risks - arising from evolving climate
policy, regulatory change and shifts in consumer sentiment away from carbon-intensive
products and services - and physical risks from extreme weather events that could affect the
Group’s operations and supply chain. The Group’s decarbonisation trajectory is also influenced
by the pace of decarbonisation of the UK energy grid and by key suppliers' decarbonisation
plans, as modelled using the UK government's published projections. As an agile reseller
without its own generation or network infrastructure, the Group is strategically resilient and
insulated from more severe direct physical risks.
Climate change is designated as a standalone principal risk for the business, and the General
Counsel is assigned as owner for managing this risk. The Environmental Social and Governance
(ESG) Strategy Committee — consisting of the ESG Board Champion, CEO, CFO, Company
Secretary, Executive Leadership Team and senior management — is updated by the ESG
Working Group on climate issues, which are then assessed and used to inform the Group's
strategy as needed. The Group has a dedicated Head of Sustainability and continues to use
external specialists as needed. The Group continues to implement the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD) and the requirements of the
Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022.
The Group is committed to achieving net zero greenhouse gas emissions on or before 2050,
across Scopes 1, 2 and 3. Following evaluation of its emissions and trajectory in FY23, the
Group committed to an interim target of reducing emissions by 63% across Scopes 1, 2 and 3
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by 2035 from an FY22 baseline, in line with a 1.5°C trajectory. The Group's targets are to be
validated by the Science-Based Targets Initiative (SBTi) following finalisation of its revised
corporate reporting standard, and the Group will track and disclose progress against them. The
Group also continues to monitor the development of new climate reporting regulations.
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People and Organisation
FY26 was a year of real momentum for our people. At the start of April 2025, we launched our
new business priorities — the "Big Things". Our fourth priority, "Powered by our DNA", was the
engine behind much of what follows: a year defined by a continued drive towards a high-
performance mindset — and brought to life through some landmark moments for our people.
The return of Elevate as our flagship leadership event, our first-ever Good-Hearted Go-Getter
Awards at The Big Get Together, an evolved Purple Deal, and the introduction of annual
business planning as a genuinely cross-functional exercise were the standout chapters of a busy
year for our people.
We put people first
Heartbeat
In August 2025 we launched a new monthly Heartbeat Pulse Survey, giving us a continuous
read on employee engagement and our DNA. Powered by Peakon, the platform puts feedback
into the flow of daily working life — People Leaders have direct access to their team dashboards,
making it easier to have honest, timely conversations.
The numbers at a glance
Aggregated Participation: 91%
DNA Index (Aggregated Favourability): 65% (Rising from 62% at launch)
Engagement Score (Aggregated Average): 6.8/10
Supporting individual needs
Launched on 1 September 2025, our new Supporting Individual Needs Policy gives People
Leaders a clearer framework for balancing performance management with proactive support for
disability, neurodivergence, and personal challenges. The shift is an important one: away from
requiring clinical expertise or a medical diagnosis, and towards practical workplace adjustments
that help our people do their best work. It means managers can set fair expectations and
maintain productivity while responding with the nuance that individual circumstances deserve.
The Purple Deal
Pay
All roles at Utility Warehouse are fully benchmarked using Willis Towers Watson salary data.
We've moved away from a blanket pay review approach to one that's aligned with the market,
using additional data and context to stay competitive. This year we introduced a compensation
management tool that supports salary range transparency - giving People Leaders the
confidence to have clear, factual pay conversations with their teams.
We also introduced a new performance-based bonus scheme for employees — a meaningful step
in our journey towards rewarding impact rather than tenure. Two approaches have been
introduced:
Bi-annual scheme for employees in customer or partner-facing roles at career level 1,
receiving a fixed cash amount every six months based on their local scorecard
delivery.
Annual scheme for all other roles, with bonus tied to both company and individual
objectives — paid proportionally in cash and share options.
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Benefits
This year we introduced three new benefits and enhanced three existing ones — Dental
insurance, Will Writing, and Health Assessments - to give our people more flexibility and choice.
Wellbeing
Our wellbeing offering continues to evolve, covering everything from nutrition guidance to crisis
support. Financial wellbeing remains a standout — our 'Talk Money Week' event is now a firm
fixture in the Utility Warehouse calendar.
Two key areas that were highlighted within the Heartbeat responses in Operations were:
Employee health and wellbeing is a priority at Utility Warehouse: 7.1 out of 10.
My manager cares about my wellbeing: 8.7 out of 10.
‘My manager cares about my wellbeing’ also scored 8.7 out of 10 for the overall company.
Recognition
Recognition has taken real strides this year. For our Go Getter Awards — launched in October
2024 — nominations more than doubled to over 400 across six categories. Even our Partners
got involved! Winners were celebrated and received a cash bonus at our end-of-year gathering,
The Big Get Together, in December (more on these awards later in the report).
Our peer-to-peer and manager-to-employee platform Perkbox continues to thrive, with over 1.9
million Reward points awarded to employees in the past 12 months.
We work together
UW Champions and Employee Forum
The UW Champions programme has matured into a meaningful link between employees and
senior leadership. A significant milestone this year was achieving full representation across
every business function — ensuring our 14-person cohort reflects the breadth and balance of
the whole organisation.
Key activity in FY26 included:
Four Employee Forums led by Executive Leadership Team (ELT) members, providing
a direct channel for Champions and the wider business to share views on pressing
topics.
The launch of reverse mentoring pairings between Champions and the ELT, helping
senior leaders better understand the lived employee experience.
Essential feedback provided on our brand evolution, DIB strategy, Heartbeat
approach, and people policies.
Champions acting as cultural advocates, selecting the finalists for our end-of-year
awards.
Three development workshops for the cohort, covering: facilitation, mentoring, and
networking skills.
Diversity, inclusion and belonging (DIB)
Since launching our DIB strategy in July 2025, we’ve focused on a simple goal: building a
culture where diversity of thought accelerates performance at Utility Warehouse. We kicked
things off with our People Leaders, then rolled the vision out to the whole company during
National Inclusion Week in September. We’ve introduced several initiatives this year to keep the
momentum going:
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Leadership growth: We trialled a reverse mentoring programme with our Executive
Leadership Team and launched new inclusive leadership modules on Spark. This
included our ‘Making Inclusive Decisions’ workshops to help leaders tackle
unconscious bias, and a new ‘Understanding Neurodiversity’ module to help them
lead with a needs-led approach.
Diversity of thought at scale: At Elevate, our leadership conference, 300 leaders
put theory into practice. Using design thinking techniques, they generated over 2,500
ideas to solve real business problems, eventually narrowing these down to four
creative solutions for the business.
Celebrating inclusion: We created the Belonging Champion ‘Good-hearted Go-
getter’ award to recognise people who go the extra mile to make Utility Warehouse
inclusive.
Employee-led impact: Our seven Belonging Groups continue to provide vital
support and community. They’ve worked closely with the People team to help launch
our Supporting Individual Needs Policy and our new approach to performance.
Measuring our DIB progress
Following the launch of our DIB strategy in July, a baseline for Diversity of Thought was
established using our monthly Heartbeat surveys. On a scale of one to 10, our 'Diversity of
Thought' score has remained steady, moving from 7.8 in August 2025 to 7.9 in March 2026. Our
'Belonging' score has also seen a healthy lift from 6.9 to 7.1 in the same period.
We’ve made great strides in senior leadership representation. In the FTSE Women Leaders
Review, we ranked 4th among all FTSE 250 companies for progress made over the last five
years, with an increase of 22.22%. We are also the only FTSE 250 business to feature in the top
five for the Utilities sector.
While we continue to meet the Parker Review target of having at least one minority ethnic board
director, we know there’s more to do. Our focus moving forward will be on sharpening our
internal targets to ensure our progress is reflected at every level of the business.
Elevate
In December 2025, we brought our leadership community together for Elevate - a full day event
with over 300 of our People Leaders, built around one big idea: connected leadership for focused
growth.
The day combined keynote sessions from our ELT, an exclusive reveal of our new brand, an
inspiring talk from Sarah Furness on leadership, resilience, and performance under pressure,
and a Create-a-Thon that put real business challenges in leaders' hands.
Our leaders left with real clarity, shared purpose, and a collective sense of responsibility for
what comes next. The feedback said it all, with leaders rating the overall experience 8.9 out of
10.
The Big Get Together and Good-Hearted Go-Getter Awards
We rounded off Elevate with “The Big Get Together” — our end-of-year celebration for all
employees. This year we refreshed the format, introducing a sit-down dinner and debuting our
brand-new “Good-Hearted Go-Getter Awards”.
With over 400 nominations across six categories, from Customer Champion to the new
Belonging Champion Award, the awards were a brilliant showcase of the talent and heart that
runs through this business. The event scored 4.68 out of 5 overall, with likelihood to attend next
year hitting 4.8 — a format we'll be building on.
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We deliver progress
Spark
In FY26 we expanded our learning and development platform beyond learning content to include
objectives-setting, the ability to capture structured 1-2-1 conversations with Leaders, and
Continuous Professional Development (CPD) recording. This enabled high levels of engagement,
including:
67% of our people accessed Spark monthly during FY26
82% of our People Leaders accessed Spark monthly
371 events were delivered across the year to 2,422 people
173 coaching sessions throughout the year
Spark Speaks
Our internal speaker series, Spark Speaks, continued to connect people leaders with the wider
business. This year, we ran two seasons of four to five talks each, with an average attendance
of 140 leaders per session. Topics spanned servant leadership, design thinking, privacy, partner
engagement, innovation, and customer loyalty. Across all sessions, leaders gave the programme
a NPS (net promoter score) of 78 and rated every session above 4.5 out of 5 for inspiration and
strategic connection.
Impact & performance
We continued our focus on performance, making sure we set the expectation with all our people
that they have objectives agreed and captured within our platform - laying the foundations to
formalise our approach and link it to the way we reward our people.
91.4% of People Leaders had active objectives
84.5% of All Employees had active objectives
We took our performance approach to the next stage in FY26, launching a new holistic way of
viewing — and rewarding — performance. We call it 'Impact and the 3 C's'.
The conversation started in December at Elevate, where we spent dedicated time with our
People Leaders exploring what real impact looks like at Utility Warehouse. That groundwork
meant that by Q4, when we trained all People Leaders on the framework — built around Clarity,
Curiosity, and Consequence — it landed with context and conviction. This approach will come
into full effect in FY27, giving leaders a consistent structure for meaningful impact
conversations.
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Talent
We’re lucky to have incredible people working at Utility Warehouse, and as a business it’s
important that we continue to attract and develop great talent.
Key measures:
We continue to prioritise the growth of our own people through internal mobility:
45% internal hires
Our employer brand remains strong in a competitive market: 92% offer acceptance
rate
Diversity in hiring
We remained committed to building diverse teams throughout the year:
Female representation: 39% of roles filled by women, up from 38% in FY25.
Underrepresented groups: 39% of roles filled by candidates from underrepresented
minority groups.
Data transparency: 17% of candidates chose to opt out of sharing diversity data.
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Sustainability Report
ESG approach and strategy
We remain committed to fulfilling our environmental, social, and governance (ESG)
responsibilities and objectives, which are integral to the way we operate. We do this by being a
responsible and resilient company that delivers returns to investors over the long term, whilst
minimising any negative impact on the environment, and having a positive impact on the
people we interact with.
The Board has ultimate responsibility for our ESG strategy and tracks our progress towards our
objectives. Carla Stent, Chair of the Audit and Risk Committee, is our ESG Board Champion.
Our CEO, Stuart Burnett, has responsibility for overseeing our ESG strategy. Our General
Counsel has operational responsibility for ESG, including managing and delivering on our ESG
strategy, and is supported by our Head of Sustainability. The company also has an ESG
Strategy Committee comprising the General Counsel (Chair), ESG Board Champion, CEO, CFO,
Executive Leadership Team, the Company Secretary and Head of Sustainability. This group
meets quarterly to discuss our ESG strategy, goals, initiatives and progress, thus ensuring a
robust governance framework, accountability of targets and initiatives by relevant business
owners, and transparent tracking of progress against targets.
During FY26, we continued to build on the comprehensive review and refresh of our ESG
Framework and Reporting Structure undertaken in FY25. We utilised the results of our double
materiality assessment, last updated in FY24. Our ESG Framework continues to put
'community' and the power of 'people helping people' at the heart of how we deliver impact,
whilst contributing to our wider business goals and embedding ESG across Utility Warehouse.
During the year, we made progress in developing and refining the metrics that allow us to
measure and track our impact across our unique business model, reflecting our continued
commitment to implementing our refreshed framework. Our ESG framework consists of the
following four pillars: Utility Warehouse, Partners, Customers, and Society.
A detailed summary of our double materiality assessment, and our overall approach, can be
found in our ESG Report, available at telecomplus.co.uk.
Utility Warehouse
Our operations and employees are at the heart of Utility Warehouse and are fundamental to
how we enable our Partners and serve our customers. Our culture and management of
regulatory obligations underpin all that we do.
In FY23, we developed our long-term and interim net zero targets based on detailed modelling
of our emissions trajectory. We remain committed to achieving net zero emissions by 2050
across Scopes 1, 2 and 3; reducing our emissions by 63% by 2035 across Scopes 1, 2 and 3;
and obtaining validation of our targets by the Science Based Targets Initiative (SBTi).
Our employees are integral to our business, and we continue to embed our distinct Utility
Warehouse culture to attract, grow and retain great people. We are committed to the health,
safety and wellbeing of our people - this is outlined and promoted through our Health, Safety &
Wellbeing Policy Statement, and our Health & Safety Policy, which was reviewed and updated
during FY26. The People section of this report provides further detail on our employee agenda,
including Diversity, Inclusion and Belonging (DIB) at Utility Warehouse.
Effective governance is important to ensure long-term sustainable growth whilst complying with
regulatory requirements. Conducting business in a fair, accountable, and sustainable manner is
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critical to the continued success of the Company. Our systems and processes are built and
developed to ensure high standards of compliance, data security, and business continuity. We
have a zero-tolerance approach to bribery and corruption, which is embedded through our Anti-
Bribery & Corruption Policy and training. Our policy describes our values and approach to
counter bribery and corruption, and was updated in FY26.
In FY26, we also published our Fraud Risk Management Policy, reinforcing our commitment to
operating with honesty and integrity and reflecting our obligations under the Economic Crime
and Corporate Transparency Act 2023, which introduced a corporate offence of failure to
prevent fraud. The policy sets out our zero-tolerance approach to fraud, the responsibilities of
all those working for and on our behalf, and the prevention and detection measures we have
implemented to protect the Company and our customers.
Our Supply Chain Policy and Supplier Code of Conduct set out the standards we expect our
suppliers to adhere to, including respecting human rights and a zero-tolerance approach to
bribery and corruption. These were reviewed and updated during FY26.
We have a Whistleblowing Policy to encourage staff to report suspected wrongdoing (including
human rights violations, and bribery and corruption matters), and an independent
whistleblowing hotline provided by SafeCall. Our Whistleblowing Policy was reviewed and
updated during FY26.
We are pleased to report on the progress against our FY26 Utility Warehouse commitments:
FY26 Objective Description Status Progress during
FY26
Decrease our
greenhouse gas
emissions,
achieving net zero
by 2050
Achieve net zero
across Scopes 1, 2
and 3 by 2050
On track We remain
committed to
obtaining validation
of our targets by
the Science Based
Targets Initiative
(SBTi) (following
finalisation of its
revised corporate
reporting standard),
and tracking and
disclosing progress
against them.
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Reduce emissions
by 63% across
Scopes 1, 2 and 3
by 2035
On track Our Scope 1 and 2
emissions remain
below our 1.5°
emissions reduction
pathway with a
90% reduction on
our FY22 baseline.
Our Scope 3
emissions have
increased by 53%
from our FY22
baseline, due to
significant customer
growth.
Maintain 100%
renewable
electricity for our
Utility Warehouse-
owned buildings
Achieved Our Utility
Warehouse-owned
buildings are on a
renewable
electricity tariff.
Evolve our distinct
Utility Warehouse
culture, powered by
our DNA, to attract,
develop and keep
great people
Roll out our
updated monthly
employee pulse
survey to better
monitor sentiment,
support devolution
of responsibility
and action down to
functional team /
local level, and
allow us to more
quickly adjust our
approach in
response to
feedback by the
end of FY26
Achieved Our updated
Heartbeat process
was rolled out and
has been live since
August 2025. The
new survey is now
deployed every
month to all people.
With only five
questions for each
person, distributed
in a way that
ensures we get a
response across all
questions. This
provides us more
regular and
actionable data
moving forward and
provides all leaders
with live
dashboards.
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Continue to achieve
at least 40% of
management roles
held by female
employees and
30% of
management roles
held by ethnically
diverse employees
Partially achieved Of management
roles: 41.15%
female employees
28.51% ethnically
diverse employees
(In FY26,
organisational
restructuring led to
a reduction in our
overall
management
headcount. This
contraction,
combined with
limited external
hiring and natural
attrition, decreased
the representation
of ethnic minority
leaders).
Activate and embed
our Diversity,
Inclusion and
Belonging vision
and strategy by
end of FY26 with a
key focus on
driving inclusive
leadership and
accelerating the
impact of our
Belonging Groups
Achieved We launched our
updated DIB Vision
to all employees in
September 2025,
including a
Belonging Groups
reset. All seven
groups continue to
actively work on
their agendas.
Maintain
compliance with
our regulatory and
reporting
obligations, and
monitor
forthcoming ESG
disclosure
requirements
Monitor the UK
Government’s
consultation of
IFRS S1 and S2,
and evolve our
disclosure approach
in preparation for
these forthcoming
obligations
Ongoing Following the
adoption of the UK
Sustainability
Reporting
Standards (“SRS”)
standard on a
voluntary basis, we
will continue to
monitor the FCA’s
consultation on UK
listing rules and
prepare for the
forthcoming
obligations.
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Continue to embed
our decentralised
ESG governance
structure
Achieved Through our
governance
structures we
continue to drive
accountability for
meeting our ESG
obligations and
commitments.
Embed our
refreshed culture
and DNA into our
governance
framework by the
end of FY26
Achieved Our core corporate
policies have been
updated to
integrate a greater
focus on our DNA
and culture. For
example, our 'Keep
it simple' behaviour
is at the forefront of
our updated fraud
prevention training,
which uses practical
examples to clearly
demonstrate the
behaviours
expected of our
people.
Looking ahead to our FY27 ESG Framework and Reporting Structure, our Utility Warehouse
pillar will focus on delivering on the following commitments:
FY27 Objective Description
Decrease our greenhouse gas emissions,
achieving net zero by 2050
Achieve net zero across Scopes 1, 2 and
3 by 2050.
Reduce emissions by 63% across Scopes
1, 2 and 3 by 2035.
Maintain 100% renewable electricity for
our Utility Warehouse-owned buildings.
Evolve our distinct Utility Warehouse
culture, powered by our DNA, to attract,
develop and keep great people
Build and maintain a high performing
culture, increasing performance
accountability by implementing our new
performance ratings and performance
based bonus scheme - that measure the
level of impact our individuals and teams
have on our business results and reward
appropriately.
Continue to embed our Diversity,
Inclusion, and Belonging (DIB) vision and
strategy, utilising our monthly Heartbeat
survey to monitor how we are doing by
tracking employee feedback on belonging
and diversity of thought.
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Continue to exceed the FTSE Women
Leaders Review targets by maintaining at
least 40% female representation on the
Board and at least 40% across senior
leadership roles (Exec and Exec direct
reports).
Continue to meet the Parker Review
targets for board-level ethnic diversity.
Maintain compliance with our regulatory
and reporting obligations, and monitor
forthcoming ESG disclosure requirements
Monitor the FCA’s consultation and final
policy on the UK SRS and evolve our
governance and disclosure approach in
preparation for these forthcoming
obligations.
Partners
Our community of self-employed Partners continues to be instrumental in our growth.
Our FY24 research into the socio-economic impact of our UW Partner opportunity provided
insights into how being a UW Partner gives people an opportunity to earn around life’s
commitments, boosts income, builds confidence, and enables people to achieve more.
● 86% said that being able to earn more flexibly through UW had improved their quality of
life;
● 79% said the income they had received from UW had provided them with a greater
sense of financial empowerment;
● 65% had found that being part of UW had made them feel more comfortable in
professional or social settings; and
● 53% stated that being a UW Partner had allowed them to increase their earnings outside
of UW, change jobs, progress their career, or start their own business.
We are pleased to report on the progress against our FY26 Partner commitments:
FY26 Objective Description Status Progress during FY26
As Utility
Warehouse's product
offering evolves in
line with the UK's
energy transition,
ensure our Partners
remain confident and
equipped to promote
our services to their
networks
Continue to develop
training for Partners
as our products
develop
Achieved We provided Utility
Warehouse Partners with
training materials on our
energy products, including
pricing updates, our EV
and SEG tariffs, and other
key updates on our energy
products. This can be
accessed via our dedicated
Partner portal and Ask Mii
(our always on support
tool).
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Promote the social
impact of being a
Partner, helping more
people to access the
financial and
professional growth,
and the community
benefits on offer
Leverage the
findings from our
FY24 social impact
study in our Partner
proposition refresh
to further drive the
positive impact of
the Utility
Warehouse Partner
opportunity
Ongoing Findings have fed into our
brand strategy, Partner
proposition, and our ESG
Framework.
Communicate the
Partner model and its
benefits in a way that
helps to attract new
Partners
Integrate findings
from our Partner
social impact work
into our Partner
marketing materials,
to demonstrate a
more complete
picture of the social
benefits on offer
from becoming a
Utility Warehouse
Partner
Ongoing We have also utilised the
findings in our social media
campaigns and how we
developed and launched
our Community Champion
awards.
Ensure robust
governance and
transparency of the
Partner model
Continue to
transparently
communicate the
mechanics and
benefits of the Utility
Warehouse Partner
model
Ongoing We provide information on
our company website and
dedicated Partner Portal to
transparently communicate
the mechanics and benefits
of the Utility Warehouse
Partner model.
Looking ahead to our FY27 ESG Framework and Reporting Structure, our Partner pillar will focus
on the following commitments:
FY27 Objective Description
Promote the social impact of being a
Partner, helping more people to access
the financial and professional growth,
and the community benefits on offer
Continue to integrate findings from our
Partner social impact work into our Brand
strategy and Partner proposition / marketing
to further drive the social benefits and
positive impact of becoming a Utility
Warehouse Partner.
Ensure robust governance and
transparency of the Partner model
Continue to transparently communicate the
mechanics and benefits of the Utility
Warehouse Partner model.
Customers
We help our customers to get on with more important things in their lives than managing their
bills by delivering consistently fair value and great service.
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We are pleased to report on the progress against our FY26 Customer commitments:
FY26 Objective Description Status Progress during
FY26
Develop our
product offering
with the right
solutions for our
customers as the
UK's energy
transition evolves
Continue to review
our energy
transition product
offering in line with
evolving customer
demand
Ongoing We continue to
offer our customers
EV and SEG tariffs
and are monitoring
the evolving energy
landscape to ensure
our energy
transition products
remain aligned with
customer needs.
Exceed our Ofgem
specified target for
total smart meter
installation during
calendar year 2025
Achieved We exceeded both
our electricity meter
installation target
with 29,529
electricity meters
installed vs a target
of 2,400 and our
gas meter
installation target
with 28,164 gas
meters installed vs
a target of 16,751.
Utility Warehouse
pledges to plant a
tree on behalf of all
new customers who
take three or more
core services, and
employees who
reach their fifth
anniversary with
Utility Warehouse
Achieved Over FY26 we
committed (based
on our tree planting
pledge) to plant
62,252 trees. Our
total FY26 tree
planting activities
(exceeding our tree
planting
commitment)
consisted of:
93,558 trees
planted by Stump
Up For Trees,
45,555 trees
planted by the
National Trust, and
17,072 planted by
Moor Trees.
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Celebrate the social
impact of Utility
Warehouse’s
proposition for our
customers
Reviewing the
social impact of
Utility Warehouse’s
proposition for
customers by the
end of FY27
On track In FY26, a cross-
functional group
commenced work to
understand the
social impact of our
unique proposition
for our customers.
This work will be
completed in FY27.
Protect vulnerable
customers,
including through
our Citizens Advice
partnership
Continue to support
specific needs of
vulnerable
customers through
our specialist
support teams
Ongoing Continuing to
support our
vulnerable
customers,
particularly in the
context of the rising
cost of living,
remains a key
priority within our
ESG agenda. Key
initiatives to
support this aim
include specialist
customer support
teams and
partnership with
Citizens Advice
Plymouth to support
customers across
the country.
Support the
deployment of the
Utility Warehouse-
funded £5 million
Hardship Fund over
FY24-FY26
Achieved The £5 million fund
has now been fully
deployed to support
customers.
Continue to support
vulnerable
customers through
The UW Foundation
donations to the
Fuel Bank
Foundation
Achieved In FY26 The UW
Foundation donated
£30,000 to the Fuel
Bank Foundation.
Looking ahead to our FY27 ESG Framework and Reporting Structure, our Customer pillar will
focus on the following commitments:
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FY27 Objective Description
Develop our product offering with the
right solutions for our customers as the
UK's energy transition evolves
Continue to review our energy transition
product offering in line with evolving
customer demand.
Exceed our Ofgem agreed target for total
smart meter installation during calendar
year 2026.
Utility Warehouse pledges to plant a tree
on behalf of all new customers who take
three or more core services, and
employees who reach their fifth
anniversary with Utility Warehouse.
Celebrate the social impact of Utility
Warehouse’s proposition for our
customers
Reviewing the social impact of Utility
Warehouse’s proposition for customers
by the end of FY27.
Protect vulnerable customers, including
through Citizens Advice and the Hardship
Fund
Continue to support specific needs of
vulnerable customers through our
specialist support teams.
Continue to support vulnerable
customers through Utility Warehouse
Foundation donations to the Fuel Bank
Foundation.
Society
Our position as a trusted multiservice provider is important to us. We recognise both the
impacts we can have on society and the ways in which changes in society can influence us.
Through our UW Foundation (UWF), we continue to contribute to charitable initiatives and
encourage our employees and Partners to give back through volunteering and charity
fundraising, which can be matched by the UW Foundation.
We are pleased to report on the progress against our FY26 Society commitments:
FY26 Objective Description Status Progress during
FY26
Put people at the
heart of Utility
Warehouse's
approach to the
energy transition,
enabling Utility
Warehouse, our
Partners and our
customers to
benefit
By the end of FY27,
conduct research to
identify the ways in
which Utility
Warehouse’s
unique model can
help overcome the
barriers to the
energy transition
On track This project will be
a focus in FY27.
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Be at the heart of
communities,
including through
charitable giving
Develop and embed
new Utility
Warehouse
Community
Champion awards
initiative for Utility
Warehouse
Partners by the end
of FY26
Achieved In FY26 we
launched our new
Utility Warehouse
Community
Champion awards
at our April 2025
Power Up event
presenting our first
champions with
their award.
Following a
nomination process,
three further
Champions were
awarded at Amplify
in September 2025.
Continue to
encourage our
employees to give
back to causes they
care about through
our employee fund-
matching schemes
Ongoing In FY26 we had 27
employee fund-
matching requests,
with £13,407 raised
by Utility
Warehouse
employees and
£10,048 matched
by The UW
Foundation. In our
payroll giving
scheme £15,506
was donated by
Utility Warehouse
employees and
£7,249 was
matched by The UW
Foundation.
Contribute
£350,000 to The
UW Foundation and
tree planting /
energy transition
/community
initiatives during
FY26
Achieved £350,000 was
donated to The UW
Foundation and tree
planting initiatives.
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Across our essential
home services,
advocate for policy
and regulation that
puts people first
Advocate for
energy policy and
regulation that will
put people first by
the end of FY26
Achieved We engaged
constructively with
Ofgem,
Government and
industry
stakeholders to
promote energy
policies that
support fair bills, a
real fuel poverty
solution, and better
regulatory
outcomes for
consumers.
Looking ahead to our FY27 ESG Framework and Reporting Structure, our Society pillar will focus
on the following commitments:
FY27 Objective Description
Put people at the heart of Utility
Warehouse's approach to the energy
transition, enabling Utility Warehouse,
our Partners and our customers to
benefit
By the end of FY27, conduct research to
identify the ways in which Utility
Warehouse’s unique model can help
overcome the barriers to the energy
transition.
Be at the heart of communities, including
through charitable giving
Broaden our Community Champion
initiative by awarding two Utility
Warehouse Partner Community
Champions and two Utility Warehouse
employee Community Champions during
FY27.
Continue to encourage our employees to
give back to causes they care about
through our employee fund-matching
schemes.
Contribute £200,000 to The UW
Foundation during FY27.
Across our essential home services,
advocate for policy and regulation that
puts people first
Advocate for energy policy and regulation
that puts people first.
Carbon reporting - Greenhouse gas (“GHG”) emissions statement
In the table below, we provide an overview of our Scope 1, 2 and 3 GHG emissions. We report
in line with the Greenhouse Gas Protocol and ISO 14064 Part 1 2018. We will continue to
develop our carbon accounting and approach to measurement more generally as we seek to
track our climate-related risks and opportunities more closely.
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FY26
FY25
1 April 202
5
to 31 March
2026
1 April 2024 to 31 March
2025
UK and
offshore
Global
(excluding UK
and offshore)
UK and
offshore
Global
(excluding
UK and
offshore)
Emissions from activities for
which the company own or
control including combustion of
fuel & operation of facilities tCO
2
e
(Scope 1)
244.25
N/A
51.67
N/A
Emissions from purchase of
electricity, heat, steam and
cooling purchased for own use
tCO
2
e (Scope 2, location-based
methodology)
487.11
N/A
1,042.11
N/A
Emissions from purchase
of electricity, heat, steam
and cooling purchased for
own use tCO
2
e (Scope 2,
market-based
methodology)
44.75
N/A
11.00
N/A
Total gross Scope 1 & Scope 2
emissions tCO2e (all) Scope 2,
(location-based methodology)
731.35
1,093.78
Total gross Scope 1 & Scope 2
emissions tCO
2
e (all) Scope 2,
(market-based methodology)
289.00
62.68
Energy consumption used to
calculate above emissions (kWh)
2,997,392.07
N/A
5,263,238.12
N/A
Gas (kWh)
230,737.36
N/A
215,284.32
N/A
Electricity (kWh)
2,740,909.26
N/A
5,023,631.24
N/A
Transport fuels (kWh)
25,745.44
N/A
24,322.56
N/A
Total gross Scope 1 & Scope 2
emissions by unit
turnover/revenue (tCO2e/£M)
(Scope 2 location-based
methodology)
0.38
0.60
Total gross Scope 1 & Scope 2
emissions by unit
turnover/revenue (tCO
2
e/£M)
(Scope 2 market-based
methodology)
0.15
0.034
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Methodology
GHG Protocol & ISO14064 Part
1 2018 and Carbon Reduce
GHG Protocol & ISO14064 Part
1 2018 and Carbon Reduce
Emissions from other activities
tCO
2
e (Scope 3)
3,358,432.99
3,305,432.67
Total gross Scope 3 emissions
tCO
2
e
3,358,432.99
3,305,432.67
Total gross Scope 1, Scope 2 &
Scope 3 emissions tCO2e (Scope
2 location-based methodology)
3,359,164.34
3,306,526.45
Total gross Scope 1, Scope 2 &
Scope 3 emissions tCO
2
e (Scope
2 market-based methodology)
3,358,721.98
3,305,495.35
Total gross GHG emissions per
unit turnover/revenue
(tCO2e/£M) (Scope 2 location-
based methodology)
1730.59
1798.83
Total gross GHG emissions per
unit turnover/revenue
(tCO
2
e/£M) (Scope 2 market-
based methodology)
1,730.36
1,798.27
Third Party verification
Verified to ISO14064 Part 1
2018 and Carbon Reduce
Verified to ISO14064 Part 1
2018 and Carbon Reduce
This statement has been prepared and verified (to limited assurance) in accordance with the
requirements of the measure-step of the Toitū carbon marks, which is based on the
Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004) and ISO
14064 part 1 2018 Specification with Guidance at the Organization Level for Quantification and
Reporting of Greenhouse Gas Emissions and Removals. It meets the requirements of the
Streamlined Energy & Carbon Report framework.
Our GHG reporting year is the same as our financial year. We use the operational control
methodology.
Our reporting covers: our UK-based Scope 1 (direct emissions from our own operation); Scope
2 (indirect emissions from the generation of purchased energy) which is calculated following
location and market based methodology; and Scope 3 emission sources, covering the following
GHG protocol categories purchased goods and services, fuel and energy related activities, waste
generated in operations, leased assets, use of sold products, commuting and business travel.
We use the Location-based method for Scope 2 emissions accounting – as defined in the Scope
2 Guidance amendment to the Corporate Standard (https://ghgprotocol.org/) and the Market-
based method for Scope 2 emissions accounting – as defined in the Scope 2 Guidance
amendment to the Corporate Standard (https://ghgprotocol.org/).
We restate historical years’ data when we think subsequent information is materially significant
(e.g. replacing estimates with measured figures). This year we have not had to restate any
historical years’ data.
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Carbon and energy efficiency initiatives
This year we have continued to improve the efficiency of our direct energy use and reduce
overall scope 1 and 2 carbon emissions. We continued to refine how we use our office spaces in
line with our flexible working model. While a rise in refrigerant gas emissions from building
cooling systems led to an increase in our overall Scope 1 emissions, our underlying direct
energy consumption declined by 43.05% compared to FY25. This significant reduction was
driven by targeted efficiency initiatives, including tightening Building Management System
(BMS) controls, upgrading to LED lighting, decommissioning redundant appliances (such as
fridges and vending machines), and consolidating our office space utilisation.
Non-financial and sustainability statement
Pursuant to the provisions outlined in sections 414CA and 414CB of the Companies Act 2006,
which specify the criteria for non-financial and sustainability reporting, the following table
summarises our alignment with the required reporting:
Environmental matters Page
Sustainable growth 39
Business resilience 11
Corporate social responsibility 39
Streamlined energy and carbon reporting 50
Climate-related financial disclosures
Task Force on Climate-related Financial Disclosures 57
People
People policies 34
Description of principal risks
Business model 25
Principal risks 25
Other matters
Anti-corruption and bribery policies 39
Social matters 39
Leadership and governance 70
Non-financial performance indicators 11
Section 172(1) Statement
Background
The Companies Act 2006 (the “Companies Act”) sets out a number of general duties which
directors owe to the Company. New legislation has been introduced to help shareholders better
understand how directors have discharged their duty to promote the success of the Company,
while having regard to the matters set out in section 172(1)(a) to (f) of the Companies Act. In
the current financial year, the directors continued to exercise all their duties, while having regard
to these and other factors as they managed and governed the Company on behalf of its
shareholders.
Engaging with key stakeholders
The success of the Company is dependent on building positive relationships with all our key
stakeholders to deliver long-term sustainable success.
The table below sets out details of engagement with key stakeholders.
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Stakeholder Details
Shareholders As owners of the Company, we rely on the support of shareholders
and their views are important to the Board.
The executive directors have an open dialogue with our shareholders
through one-to-one meetings, group presentations with analysts,
and at the Annual General Meeting. Discussions with shareholders
cover a wide range of topics including financial performance,
strategy and outlook. The non-executive directors engage with
institutional shareholders on matters of governance and
remuneration.
Shareholder feedback, along with details of significant movements in
the shareholder base, are regularly reported to and discussed by the
Board and, where appropriate, their views are sought as part of
certain decision-making processes, e.g. shareholders have
previously been consulted in relation to new remuneration
arrangements and amendments made where appropriate.
Partners The Company relies on the Partners within its independent
distribution network for referring Utility Warehouse to new
customers.
Communication with our Partners is a key focus for the business and
is conducted through various meetings, forums and large-scale
conferences.
Where appropriate, Partner feedback is sought when significant
changes are being considered to the operation of the distribution
network.
People Employees are key to the Company delivering award-winning
services to customers.
There are many ways we engage with and listen to our employees
including weekly email updates, employee surveys, forums, and
face-to-face briefings.
Key areas of focus include company development and strategy,
health and well-being, development opportunities, pay and benefits.
Regular reports about what is important to our employees are made
to the CEO ensuring consideration is given to employee needs, e.g.
during the period, regular listening sessions within each Function
and our employee Belonging Groups were held as set out in the
People section of this report.
Customers We build long-lasting relationships with our customers as evidenced
by our low levels of churn.
We devote considerable resources to understanding customer
requirements and soliciting feedback from them on ways to improve
our offer and services. We use this knowledge to inform our strategy
of helping customers to “stop wasting time and money” by offering
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savings, simplicity and service across all the household services we
are providing to them.
Suppliers As a reseller we are required to work closely with our key suppliers
to ensure that we are delivering the best possible combination of
value and service to our customers; our success in achieving this is
demonstrated by the numerous endorsements and consistent
recommendations we receive from Which?.
The interests of our suppliers are strongly aligned to our own as the
number of customers we are able to attract has a direct impact on
their own financial performance and market share. This generates
close and supportive relationships with our key suppliers which are
fostered through regular interaction at a senior management level.
Community We are committed to building positive relationships within the
communities where we operate.
We are a significant employer in the local communities around our
offices and support a number of charitable activities. Our UW
Foundation furthers these endeavours.
Our Partner opportunity allows a range of people from communities
across the UK to advance their lives, driving our strategy to help
Partners to “get on in life”.
Regulators We operate in highly regulated markets and understand the
importance of maintaining a constructive working relationship with
Ofgem, Ofcom, the FCA and the GFSC, who between them are
responsible for the regulation of the diverse range of services we
offer.
We engage with officials from these regulators as necessary to make
them aware of the Company’s views when they are consulting on
proposed regulatory changes, or if there are competition issues that
need to be raised with them.
Further s172 factors
Further information as to how the Board has had regard to the s172 factors:
Section 172 factor Key examples Page
The likely consequences of any
decisions in the long-term
Sustainability Report 39
The interests of the Company’s
employees
People & Organisation Report 34
Fostering business relationships
with suppliers, customers and
others
Chief Executive’s Review 11
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The impact of the Company’s
operations on the community and
the environment
Sustainability Report 39
Maintaining a reputation for high
standards of business conduct
Sustainability Report
Corporate Governance Statement
39
70
The need to act fairly between
members of the Company
Corporate Governance Statement
Directors’ Report
70
112
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Task Force on Climate-Related Financial Disclosures Report
We recognise that climate change is the single biggest environmental threat to the future of our
planet. Companies have an important role to play in reducing the effects of harmful greenhouse
gas GHG emissions in our atmosphere and ensuring that we meet a 1.5°C target in line with
the Paris Agreement.
As a multi-service provider of essential home services, we must play our part and that is why
we are committed to implementing the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD). We acknowledge the importance of TCFD in helping us to manage
the impact of climate change on our operations, as well as advance towards our net zero
target
1
.
Our climate-related financial disclosures in this section (together with the information cross-
referenced within this section) are consistent with the recommendations and recommended
disclosures of the TCFD, including the TCFD all-sector guidance, and in compliance with the
requirements of LR 6.6.6R.(8) (UK Listing Rules). This disclosure also complies with the
requirements of the Companies Act 2006 as amended by the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022.
Compliance summary table
Paragraph Consistent
Y/N
Governance Paragraph 1
(a) Describe the board’s oversight of
climate-related risks and opportunities
Table 1
Paragraph 1.1 to 1.4
Y
(b) Describe management’s role in
assessing and managing climate-related
risks and opportunities
Paragraph 1.3 to 1.5 Y
Strategy Paragraph 2
a) Describe the climate-related risks and
opportunities the organisation has
identified over the short, medium and
long term
Paragraph 2.1 to 2.9,
table 2, table 3, and
table 4
Y
(b) Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy and
financial planning
Paragraph 2.10 to
2.12, table 2 and
table 3
Y
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or
lower scenario
Paragraph 2.11 Y
1
"net zero " as used herein means the Science-Based Targets Initiative (“SBTi”) net zero definition, from the SBTi
net zero Standard (https://sciencebasedtargets.org/resources/files/Net-Zero-Standard.pdf) pursuant to which
we are committed to (a) reducing our scope 1, 2 and 3 greenhouse gas (GHG) emissions to zero or a residual level
consistent with a 1.5°C pathway and (b) will neutralise the impact of any residual emissions by permanently
removing an equivalent volume of GHG emissions.
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Risk management Paragraph 3
(a) Describe the organisation’s processes
for
identifying and assessing climate-related
risks
Paragraph 3.1 and
3.2
Y
(b) Describe the organisation’s processes
for managing climate-related risks
Paragraph 3.2 and
3.4
Y
(c) Describe how processes for
identifying, assessing and managing
climate-related risks are integrated into
the organisation’s overall
risk management
Paragraph 3.1 and
3.3
Y
Metrics and targets Paragraph 4
(a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk
management process
Paragraph 4.1 and
4.3
Y
(b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks
Paragraph 4.1.1 Y
(c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets
Paragraph 4.2 Y
1 Governance
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1.1 The Board has ultimate responsibility for climate-related risks and opportunities. The
Chair of the Audit & Risk Committee is our ESG Board Champion. Our CEO has
responsibility for overseeing our ESG strategy (including climate-related issues) and
attends the quarterly ESG Strategy Committee to ensure oversight at Board level.
Further, to assist the Board in monitoring and overseeing progress against climate
related goals and targets, the General Counsel (as the chair of the ESG Strategy
Committee and a member of the Executive Leadership Team), prepares Board updates
on climate-related matters, including climate targets and TCFD. During FY26 the Board
received three updates on climate issues including: climate transition planning; findings
related to climate change risk (highlighted as part of the Group key risk assessment and
internal controls review); and climate related stakeholder feedback.
1.2 The Audit and Risk Committee monitors climate-related risk management and internal
controls as part of the Group’s risk management policies. The internal controls in respect
of climate change are reviewed and updated annually by the General Counsel and the
Head of Sustainability. The controls were most recently updated in March 2026 and were
reviewed and approved by the Audit & Risk Committee in April 2026. Once approved by
the Audit & Risk Committee, the key risks and internal controls are submitted to the
Board for review and approval.
1.3 The ESG Strategy Committee supports the Board in its strategic and operational oversight
of climate change. The Committee considers, monitors, and has overall responsibility for the
implementation of climate-related targets and initiatives, as well as associated risks. To embed
climate change strategy and risk management across the business, the ESG Strategy
Committee is composed of a cross section of stakeholders from Board to management level.
The ESG Strategy Committee is chaired by the General Counsel and consists of the ESG Board
Champion, CEO, CFO, Company Secretary, Executive Leadership Team, and Head of
Sustainability. It is attended by members of the Business Leadership Group and the ESG
Working Group. This ensures collaboration and effective reporting between functions with
responsibility for strategic oversight of climate-related matters and those tasked with managing
the implementation of climate-related matters.
1.4 The Committee meets and receives updates from the ESG Working Group on climate-
related matters every quarter. Climate targets, initiatives, objectives, and actions are
considered, debated, and assessed within the context of the Company’s business plans,
budgets and strategy in this cross-function open forum. Where necessary, key Board members,
Executive Leadership Team members and relevant management engage in more detailed
discussions and planning on climate-related issues (for example, net zero transition planning,
consumer demand for green products, and legislative changes and reporting requirements).
1.5 The ESG Working Group is the management level group that manages the day-to-day
climate-related risks and issues on behalf of the ESG Strategy Committee. The ESG Working
Group meets every six weeks to monitor progress on actions and reports back to the ESG
Strategy Committee on a quarterly basis. The Working Group is led by our Head of
Sustainability who, along with our General Counsel, manages the Company’s climate-related
issues with assistance from specialist external consultants, as required.
2 Strategy
2.1 As a reseller of utility services (energy, broadband, mobile and insurance), we do not own
or operate any energy generation assets or telecommunications networks / infrastructure.
Primarily, our business involves the bundling of services that we procure from wholesale
providers and reselling them, predominantly to consumers, via our technology platform. As a
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reseller, our risks and opportunities are different to those faced by other companies in the same
industry sectors who own and operate assets or infrastructure. We have identified the actual
and potential impact of climate change risks and opportunities on the business in the context of
this unique business model, rather than the risks and opportunities present in the sectors in
which we operate more generally.
2.2 In FY22 we engaged external climate experts to assist us with conducting a qualitative
climate scenario analysis to identify the actual and potential impacts of climate-related risks
and opportunities on our business, and to understand the associated effects, our resilience, and
mitigation measures. This climate scenario analysis was refreshed in FY24 to consider changes
to our business, the external context, and regulatory reporting since FY22.
2.3 The refresh included the addition of a ‘middle of the road’ plausible scenario, to align with
the latest guidance on climate scenario analysis. The refresh also considered insurance specific
risks in proportion to the relative importance of UWI Limited (our in-house insurer which
represents under 1% of our FY26 revenue) to the overall group. We plan to refresh this analysis
in FY28 to align with the final UK Sustainability Reporting Standards (SRS), assuming no
material changes to our business operations or the broader regulatory context in the interim.
2.4 We considered physical and transitional risks and opportunities which may arise in the short
(<2029), medium (2029-2034) and long term (>2034-2050). We are satisfied these refreshed
timeframes are appropriate and relevant for the business as: the short term covers our viability
assessment period and, along with the medium term, aligns with the timeframe in which we
might expect some transition risks to arise, while the long term reflects the realistic period in
which we might expect physical climate related risks to manifest. These timeframes are
consistent with the qualitative scenario analysis we have performed. Furthermore, these
timeframes align with those used by our key suppliers which, as resellers of their services, we
are linked to.
2.5 We used three plausible scenarios rooted in the commonly used Shared Socio-economic
Pathway and Representative Concentration Pathway, in line with leading practice and in
common with the methodology used by the Intergovernmental Panel on Climate Change:
Scenario 1: Steady path to sustainability (RCP1.9 / SSP1 - 1.5°C) A world which warms
by 1.5°C, where the systemic orderly decarbonisation of industry is prioritised, economic
models are reformed, and consumer attitudes shift - this scenario focuses on a world
which rises to the challenge of tackling climate change, and focuses on transition risks
associated with the rapid changes needed by 2030 to cut emissions in line with the Paris
Agreement;
Scenario 2: Middle of the road (RCP4.5 / SSP2 - 2.5°C) A world which warms by 2.5°C,
where decarbonisation is delayed and disorderly, and social fragmentation and inequality
is widened between the globally connected elite and lower income communities - this
scenario focuses on increasing inequalities and stratification both across and within
countries, led by highly unequal investments in human capital, and increasing disparities
in economic opportunity and political power; and
Scenario 3: Fossil-fuelled global growth RCP8.5 / SSP5 - 4°C) A world which warms by
4°C with a continued global dependency on fossil fuels, worst case warming, and
significant implications of deteriorating climate - this scenario focuses on systematic
failure to address climate change. It assumes limited policy or regulatory support for
decarbonisation and focuses on several physical risks.
2.6 Scenario Analysis Result and Mitigation
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2.6.1 In the tables below we have set out the risks and opportunities we analysed in greater
detail and ranked as high priority as part of our refreshed FY24 climate scenario analysis.
Priority was determined by reference to business importance and stakeholder feedback. Whilst
physical climate change risks are typically some of the most severe climate-related risks faced
by owners and operators of assets and infrastructure in the utility sectors, because of our
reseller model we are not directly impacted by physical risks to the same extent as other
operators in the same sectors. Therefore, whilst physical risks were considered, they are not
ranked as high priority. As noted above, our risks and opportunities have been identified
specifically in relation to our business model as a reseller, rather than across the energy,
telecommunications and financial services sectors.
2.6.2 Risks
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2.6.3 Opportunities
2.7 In FY23, to further understand the potential impacts, we quantified the risk from failure to
respond to shifting consumer sentiment for green products and services, and the opportunity
which arises from a shift in consumer sentiment for green products and services. Only this risk
was quantified because there was no meaningful or appropriate way to quantify our other risks
or opportunities.
2.8 As with the qualitative analysis, this analysis used three scenarios. Data was leveraged
from the Intergovernmental Panel on Climate Change (IPCC) over three time horizons (2030,
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2040 and 2050) specific to this risk, and includes a 2°C or lower scenario per the
recommendations of the TCFD. The scenarios considered were:
1. Steady path to sustainability RCP1.9 / SSP1 - 1.5°C
2. Middle of the road RCP4.5 / SSP2 - 2.5°C
3. Fossil-fuelled global growth RCP8.5 / SSP5 - 4°C
The analysis to quantify the potential impacts of the risk and opportunity considers how future
revenue growth may be impacted. The consumer sentiment shift agnostic base case used in the
analysis assumed that the Group delivers on the Board’s medium-term ambition to welcome an
additional one million customers to Utility Warehouse. The analysis considers the respective
potential risk, and additional opportunity to achieve this growth from shifting consumer
sentiment for green products and services.
2.9 Potential risks and opportunities
2.10 Key risk and opportunity:
2.10.1 The quantitative analysis indicates that under both a ‘Steady Path to Sustainability’ and
a ‘Middle of the Road’ scenario there is a risk in the short to medium term that, if we do not
respond to a potential shift in consumer sentiment, fewer customers will sign up to our services
due to their preference for low carbon products. Under both scenarios there are also
opportunities to cater for consumers looking for green products and services. The risk and
opportunity reduce in the long term as the energy grid decarbonises.
2.11 Our resilience:
2.11.1 As a result of our flexible reseller model, the Group’s strategy is inherently resilient to
this risk, as we can respond to shifts in customer sentiment quickly to keep pace with the
market. We aim to develop our product offering with the right solutions for our customers as
the UK's energy transition evolves. We continue to offer our Electric Vehicle (EV) tariffs and our
enhanced Smart Export Guarantee (SEG) tariff.
2.11.2 In addition, to help consumers reduce their own emissions, we are committed to
increasing the uptake of smart meters in our customer base. We also offer energy efficiency
advice on our website and via a dedicated energy efficiency telephone line (which provides
independent advice to consumers and businesses). As part of our transition plans (outlined
below), we will continue to develop our product offering to ensure continued strategic resilience
to this risk, and further consider any opportunity.
2.12 Net zero transition plans:
2.12.1 In FY23 we developed our initial net zero transition plan, which is summarised here
(with further detail in our ESG Report). Scope 1 and 2 GHG emissions comprise, in aggregate,
well under 1% of our overall footprint. The majority of our Scope 3 emissions are associated
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with the energy we acquire through our wholesale agreement with E.ON and resell to our
customers, with our energy services comprising 95.88% of our total footprint. We have
committed to achieving net zero by 2050, across scopes 1, 2 and 3 from a FY22 emissions
baseline. Our interim target is to reduce emissions by 63% across Scopes 1, 2, and 3 by 2035.
We remain committed to obtaining validation of our targets by the Science Based Targets
Initiative (SBTi) (following finalisation of its revised corporate reporting standard), and tracking
and disclosing progress against them.
2.12.2 Our FY26 scope 1 emissions were 244.25 tonnes CO2e from emissions associated with
heating and cooling our buildings and a small vehicle fleet of 9 vehicles, of which 5 are already
hybrid or electric vehicles. We have identified potential interventions to decarbonise the
remainder of these emissions and will continue to further develop these plans in line with our
property strategy. On Scope 2, we procure renewable electricity for Utility Warehouse owned
buildings and commit to do so going forward. To decarbonise our value chain emissions we will
work closely with our key suppliers, including E.ON (our wholesale energy supplier), to
minimise our Scope 3 emissions wherever possible. However, our key focus is to continue to
support our customers through the energy transition by developing and offering appropriate
products and energy efficiency advice. As part of this, we will continue to support our
customers to be more energy efficient through smart meter installation. We continue to monitor
the U.K. SRS requirements regarding transition plans and will align our plans and future
disclosures accordingly.
3 Risk management
3.1 The identification, assessment and management of climate-related risks are integrated into
our wider risk management framework, which is detailed on pages 25 to 33 of this Report.
Within this framework we consider the significance of climate risks in relation to other business
risks.
3.2 To determine materiality of climate change risk we considered stakeholder views,
qualitative considerations at executive/senior level, and potential impacts on the business.
These considerations also inform how we make decisions to mitigate, transfer, accept or control
climate risks.
3.3 The Audit & Risk Committee has overall responsibility for management and oversight of our
risk management framework. The size and scope of the climate change risk was evaluated in
FY22 and was re-designated as a controlled principal risk following qualitative climate scenario
analysis which highlighted that climate change risk could manifest in several different ways
across multiple time horizons. The General Counsel, as the nominated climate risk owner,
updates the risk evaluation and key controls annually. The key controls are then reviewed and
approved by the Audit & Risk Committee and Board each year to ensure that climate risk is
effectively scoped, and there is appropriate oversight and controls in place.
3.4 As set out in the governance section above, to implement climate change risk mitigations
the ESG Working Group actions outputs from the ESG Strategy Committee. The ESG Working
Group tracks market drivers, internal data, and actions on our climate risks and opportunities.
Tracking includes, for example, the number of our customers on our EV and SEG tariffs;
engagement with key suppliers; transition planning; and existing and emerging regulatory
requirements. The Working Group reports back to the ESG Strategy Committee on a quarterly
basis. This, along with qualitative assessment and consideration of stakeholder importance, and
our ability to respond to climate related issues, assists the ESG Strategy Committee with
prioritisation and management of risks and opportunities.
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4 Metrics and targets
4.1 To help us assess our risks and opportunities, we tracked the following metrics throughout
the year:
4.1.1 Our carbon reporting on Scope 1, 2 and 3 emissions follows the Greenhouse Gas Protocol
and our FY26 Scope 1 and Scope 2 emissions have been externally verified (limited assurance)
to ISO14064 Part 1 2018 through Achilles Information Limited’s Carbon Reduce Programme.
Our Greenhouse gas emissions statement is set out on page 51.
4.1.2 Total gross Scope 1 and Scope 2 emissions by unit turnover/revenue is tracked and
available on page 52.
4.1.3 Total gross GHG emissions per unit turnover/revenue (tCO2e/£M) is available on page 52.
4.1.4 The importance of: (i) reducing greenhouse gas emissions; and (ii) energy efficiency
advice to our stakeholders was analysed as part of our environment, social and governance
double materiality assessment (a full assessment was undertaken in FY23, with a refresh in
FY24). These topics ranked third and fourth, respectively. This assessment underpins our wider
ESG strategy so is reported on in detail in our ESG Report.
4.1.5 We monitor market trends, industry updates, regulatory updates, and conduct our own
research (including feedback from our Partner network), to ensure we are able to respond to
changing consumer trends and markets. We continue to offer our Electric Vehicle (EV) tariffs
and enhanced our Smart Export Guarantee (SEG) tariff. In FY26 8,497 customers signed up for
our EV tariffs, an 185.70% increase on FY25.
4.1.6 In the calendar year 2025 we exceeded both our electric installation target with 29,529
electricity smart meters installed versus a target of 2,400 and our gas installation target with
28,164 gas smart meters installed versus a target of 16,751. In line with industry regulations,
this target is for a calendar year (rather than a financial year). Exceeding the smart meter
rollout target was incorporated into the Telecom Plus Incentive Plan (“TPIP”) (as detailed on
page 104 of the FY26 Annual Report), helping to ensure executive financial incentives are tied
to climate actions. Our penetration rate of 76.45% exceeds the industry average of 70%.
4.1.7 The number of customers visiting our energy efficiency webpage increased to 33,669
visits in calendar year 2025, up from 15,649 in the previous year. This significant increase is
likely due to continued cost of living challenges and focus on energy costs resulting in more
consumers seeking advice. In addition, our dedicated phone line (provided by Scarf), had 171
calls in the calendar year 2025, a decrease from the 475 calls received in the calendar year
2024. (Due to the mechanics of the data capture, this metric is reported for the previous
calendar year, rather than the financial year).
4.1.8 To ensure more agile and actionable insights, in August 2025 we transitioned our
employee 'Heartbeat' survey from an annual format to a monthly continuous feedback model.
All employees now receive five questions per month. The ESG sentiment question is surfaced on
a quarterly rotation, ensuring every employee has the opportunity to respond once per quarter,
while leaders are provided with live dashboards to monitor data in real time.
Between August 2025 and the end of the reporting period, this new process achieved a 92%
aggregated participation rate overall, and an 82% aggregated participation rate specifically for
the question: ‘I am proud of Utility Warehouse's efforts to have a positive social and
environmental impact on people, communities, and society.’ Responses to this ESG metric
indicated:
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Board of Directors
The Hon. Charles Wigoder
Non-Executive Chairman
Appointed
13 February 1998
Skills and experience
Charles qualified as a
Chartered Accountant with
KPMG in 1984 and was
subsequently employed by
Kleinwort Securities as an
investment analyst in the
media and communication
sectors. Between 1985 and
1988, he was head of
corporate finance and
development at Carlton
Communications PLC and then
Quadrant Group PLC. In March
1988 he left Quadrant Group
to set up The Peoples Phone
Company PLC, where he
served as CEO; it was
subsequently purchased by
Vodafone in December 1996.
He joined the Company as
CEO in February 1998,
becoming Executive Chairman
in 2010 and Non-Executive
Chairman in 2022.
External appointments
None
Suzi Williams
Senior Non-Executive Director
Appointed
23 July 2020
Skills and experience
As Chief Brand & Marketing
officer at BT, Suzi was part of
the team who transformed
the business, prior to which
she held senior leadership
roles at Capital Radio Group,
Orange, the BBC, KPMG
Consulting and Procter &
Gamble Europe. Suzi was an
independent non-executive
director at the AA PLC until
its successful sale to private
equity in March 2021, and an
independent non-executive
director at JD Sports Fashion
PLC until November 2024.
External appointments
Suzi is a senior board advisor
on brand and marketing. She
is an independent non-
executive at Zegona
Communications where she is
Chair of the Remuneration
and Nomination Committee.
Stuart Burnett
Chief Executive Officer
Appointed
23 July 2020
Skills and experience
Stuart was promoted to Co-
CEO in 2021, after two years
as COO,
becoming sole CEO in
August 2024.
He joined the Company in
2016 as Legal & Compliance
Director and then moved on to
become Commercial Director,
managing all commercial
activity, including our key
commercial relationships and
customer proposition, before
becoming COO in 2019. Stuart
began his career as a
corporate lawyer at Slaughter
& May after reading law at
Oxford University. He then
worked in senior roles at RSA
Insurance Group PLC and TSB
Banking Group PLC, prior to
joining the Company.
External appointments
None
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Nick Schoenfeld
Chief Financial Officer
Appointed
7 January 2015
Skills and experience
Nick joined the Company in
January 2015 as Chief
Financial Officer. Since 2006,
Nick was Group Finance
Director of Hanover
Acceptances, a substantial
diversified private company
with holdings in the food
manufacturing, real estate,
and agribusiness sectors. He
was previously employed at
Kingfisher plc, where he was
responsible for the group's
financial planning and analysis
functions. Prior to this, he held
senior strategic and
development roles within
Castorama and the Walt
Disney Company, having
started his career as a
management consultant at the
Boston Consulting Group. Nick
has an MBA from the Harvard
Business School.
External appointments
None
Phil Bunker
Non-Executive Director
Appointed
6 August 2025
Skills and experience
Phil is a highly experienced
insurance leader with a strong
entrepreneurial background
who has had both executive
and non-executive roles at
some of the UK's most
successful insurance
businesses. Phil started his
insurance career at Lloyd's of
London before moving to NIG
where he became managing
director and an executive
director of The Churchill
Group.
His most recent executive
position was at Liverpool
Victoria Insurance as part of a
transformation team that over
10 years tripled the size of the
business. Phil's non-executive
experience includes FCA
regulated roles at AA
Insurance Services, where he
Chaired the Remuneration
Committee, and Ardonagh
Advisory, where he chaired
the Audit & Risk Committee
and the Remuneration
Committee. Phil trained as a
Chartered Accountant at Price
Waterhouse after studying
economics at UCL.
External appointments
Phil is currently NED chair of
Prestige Insurance Holdings.
Gemma Godfrey
Non-Executive Director
Appointed
6 August 2025
Skills and experience
Gemma is an experienced
Non-Executive Director and
FCA-
approved Chair, who built
two digital businesses and
combines an entrepreneurial
track record with a robust
approach to governance -
serving on remuneration and
nominations committees. She
is a Board Champion for ESG
and Consumer Duty, and a
Partner on AI.
External appointments
Gemma is also the FCA-
approved Chair for the
Authorised Corporate Director
(ACD) of a joint venture
between Schroders and Lloyds
Banking Group and was
previously a board director for
a global sustainable energy
solutions company. Gemma is
a Non-Executive Director of
Oberon Investments Group
PLC and Saga PLC.
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Bindi Karia
Non-Executive Director
Appointed
13 August 2024
Skills and experience
Bindi has deep experience in
technology and innovation
having held senior board,
investment and advisory roles
across the technology sector
in Europe.
She has previously held a
variety of senior technology
roles, including as a Digital
Advisory Board member at
The Very Group and Centrica,
as well as senior roles at
Silicon Valley Bank, Microsoft
Ventures and PwC.
External appointments
Bindi is currently a non-
executive director at Zigup
PLC (formerly Redde
Northgate PLC), and a Venture
Partner at Molten Ventures
Plc, a European Technology
Venture Capital Fund. Bindi
also serves on the University
of East London Board of
Governors, where she is also
Chair of the Ethics Advisory
Committee.
Carla Stent
Non-Executive Director
Appointed
26 July 2022
Skills and experience
Carla is a former Chief
Operating Officer and Partner
at Virgin group and was
previously Deputy Chief
Financial Officer and Chief
Administrative Officer of the
Global Retail and Commercial
Bank arm of Barclays Bank.
She has been a non-executive
for many years and most
recently chaired the Marex
Group plc board.
External appointments
Carla is currently Chair of the
Audit and Risk Committee for
Evelyn Partners Group, and
HBX Group.
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Corporate Governance Statement
The Board is pleased to report that during the year, and as at the date of this Annual Report,
the Company has applied the main principles and complied with the provisions of the UK
Corporate Governance Code (“the Code”) issued by the Financial Reporting Council in January
2024, save in the limited instances explained below. Copies of the Code are available at
www.frc.org.uk. The Board is aware that Provision 29 of the Code is effective for accounting
periods commencing after 1 January 2026. The Board is committed to ensuring that its
governance framework and reporting practices align with the principles and provisions of the
new Code.
This report, together with the Director’s Report on pages 112 to 117 and the Directors’
Remuneration Report on pages 88 to 111, provides details of how the Company has applied the
principles and complied with the provisions of the Code and where required explains the
rationale for instances where the Company has not been compliant, namely the extension of
the term of the Chairman beyond nine years.
The Board of Directors
The Board meets regularly to review the progress of the Company and to discuss the measures
required for its future development. Directors are provided in advance with a formal agenda of
matters to be discussed at each meeting, and with the detailed information and papers needed
to monitor the progress of the Company, on a secure electronic portal. Records of meetings and
the decisions of the Board are maintained by the Company Secretary and are approved by the
Board at the following meeting. All directors have access to the advice and services of the
Company Secretary and, if required, can take independent advice at the Company’s expense in
the furtherance of their duties. Any question of the removal of the Company Secretary is a
matter for the Board as a whole. Whilst the members of the Board are all experienced and well
qualified, the opportunity to receive further training at the Company’s expense is available to
them. The non-executive directors attended such formal, externally facilitated courses as they
considered relevant to their roles and responsibilities during the year.
Board duties
The matters specifically reserved for decision by the Board are fully documented and include
the following principal areas:
reviewing and agreeing the Company’s strategy and long-term objectives;
assessing performance in the light of the Company’s strategy and objectives;
establishing and overseeing the Company’s purpose, values and culture, and
satisfying itself that these are embedded and aligned with strategy;
ensuring an effective system of risk management and internal controls is in
place;
approving changes to the structure, size and composition of the Board and
reviewing its performance on an annual basis;
reviewing the Company’s overall corporate governance arrangements;
reviewing and approving the priorities surrounding the Company’s principal
sustainability impacts, including climate change; and
approval of the Company’s financial statements prior to publication.
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Matters that are specifically delegated to the committees of the Board are documented in the
various Terms of Reference of each committee which are available on the Company’s website
(www.telecomplus.co.uk).
Board discussions and outcomes
Board meetings represent the primary forum for strategic decision-making and guidance,
monitoring and holding leadership to account for the effective execution of strategy, and
oversight of Group trading and financial performance and regulatory compliance. Key Board
discussion areas and decisions during the period are effectively incorporated in the Strategic
Report on pages 2 to 66.
Table of attendance at formal meetings during the year ended 31 March 2026
Name of Director Board Remuneration
Committee
Audit & Risk
Committee
Nomination
Committee
1
Number of meetings
9 4 4 2
Charles Wigoder 9 - - 2
Suzi Williams 9 3 - 2
Stuart Burnett 9 - - -
Nick Schoenfeld 9 - - -
Phil Bunker
2
5 2 - 1
Gemma Godfrey
3
5 2 1 -
Bindi Karia 9 4 - -
Carla Stent 9 - 4 2
Andrew Blowers
4
6 3 3 1
Beatrice Hollond
5
3 2 2 -
1. Nomination Committee matters were also discussed formally as part of certain full Board meetings.
2. Phil Bunker joined the Board on 6 August 2025 and attended all meetings following his appointment.
3. Gemma Godfrey joined the Board on 6 August 2025 and attended all meetings following her appointment.
4. Andrew Blowers stepped down from the Board on 31 December 2025.
5. Beatrice Hollond stepped down from the Board on 6 August 2025.
In accordance with provision 12 of the Code, led by the Senior Independent Non-Executive
Director, the non-executive directors also met without the executives present during the year.
Board evaluation
The Board recognises that it needs to continually monitor and improve its performance. In
accordance with the Code, an annual evaluation of the Board was conducted to consider the
accountability, transparency and effectiveness of the Board and its committees.
2025 Evaluation: Progress to date
An internal evaluation of the Board was carried in 2025.
Focus area Actions during 2025-2026
Further consideration of the impact of the
new Code (2024) with its increased focus on
internal control and risk management
While these requirements were not in effect
during the year, we are ensuring that our
internal governance framework remains
Telecom Plus PLC Page 72 of 193 31 March 2026
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measures, due to come into effect for
accounting periods beginning on or after from
1 January 2026.
robust and are taking appropriate steps
where necessary to fully align our practices
and disclosures with the updated Code
requirements. The Board is committed to
strong governance and will report in line with
Provision 29 next year.
Review and enhance the timeliness and
quality of information provided to the Board.
Whilst improvements have been made during
the period, as identified in the 2026
evaluation this remains an area for further
development.
2026 Evaluation
An internal evaluation of the Board for the current year was conducted through the completion
of formal detailed Board, and Board committee evaluation questionnaires by each director. A
review of the results, led by the Company Secretary, principally covered the following areas:
specific matters of concern arising from the questionnaires, directors’ performances and any
key objectives for the coming year. In line with Provision 21 of the Code, the Board undertakes
an externally facilitated evaluation at least every three years. The most recent externally
facilitated evaluation was completed in 2024 by Warwick Court Advisory, and the next external
review is therefore currently planned for 2027.
The evaluation questionnaires and interviews were focused on assessing effectiveness in the
following key areas:
the size and balance of the Board;
the quality of Board debates and its decision-making processes;
the quality of Board meeting material;
the individual contributions made by each director;
the Chairman’s approach to leadership;
the Senior Independent Director’s role as a sounding board to the Chairman;
the non-executive directors’ challenge of the executive directors;
the Board’s approach to identifying and mitigating key business risks;
the quality of the Company’s communications with key stakeholders;
the Board’s consideration of workforce policies and practices;
the Board’s oversight of company culture, including how purpose and values are
embedded and monitored across the business;
the Board’s approach to identifying and managing conflicts of interest to ensure
independent judgement;
the Board’s consideration of diversity and succession planning; and
the induction and training of Board members.
The overall conclusion reached was that the Board and its committees had continued to operate
well during the year, with the Board having a good combination of skills and experience, which
had been proactively crafted by reference to specific requirements for commercial and
professional skill sets over time.
The process noted the following areas of further potential review and discussion by the Board
and its committees: (i) engagement with shareholders in order to understand their views on
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governance and performance against the strategy; (ii) review and enhance the timeliness and
quality of information provided to the Board; (iii) having sufficient focus on succession planning
for Board members and senior executives; and (iv) assessing the potential impact of AI
technologies on the company’s industry.
Board balance and succession
The Board comprised two executive directors and six non-executive directors at the year-end.
Suzi Williams acts as the Company’s Senior Independent Non-Executive Director.
Membership of each committee of the Board is set out in the table below:
Name of Director Remuneration
Committee
Audit & Risk
Committee
Nomination
Committee
Charles Wigoder - - -
Stuart Burnett - - -
Nick Schoenfeld - - -
Phil Bunker
1
Chair
Gemma Godfrey
1
-
Bindi Karia
1
- -
Carla Stent
1
- Chair
Suzi Williams
1
- Chair
1
indicates independent non-executive directors.
The Code sets out circumstances which are likely to impair, or could appear to impair, a non-
executive director’s independence. These circumstances include serving on the Board for more
than nine years from the date of appointment. At the date of publication of this report, all our
non-executive directors, excluding the Chairman, have served on the Board for less than nine
years and are considered independent.
The Code also sets out that the Chair should not stay in post beyond nine years from the date
of their first appointment to the Board. As most shareholders will be aware, the Company’s
current Chairman, Charles Wigoder, has been a director of the Company since 1998 when he
joined the business as Chief Executive, subsequently becoming Executive Chairman in 2010,
prior to taking up his current position as Non-Executive Chairman following the Company’s AGM
in July 2022. The Nomination Committee reviewed Mr Wigoder’s term and concluded that it
remains in the best interests of all stakeholders that Mr Wigoder should remain in his current
role. The details of the Nomination Committee’s conclusions in this regard are set out in the
Nomination Committee report on pages 80 to 83.
The Nomination Committee has also continued to monitor the composition, diversity and skills
matrix of the Board noting that two new independent non-executive directors, Gemma Godfrey
and Phil Bunker, joined the Board during the period to replace Beatrice Hollond and Andrew
Blowers. Further details can be found in the Nomination Committee report on pages 80 to 83.
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Board diversity
The Board sets the tone for inclusion and diversity across the business and continues to commit
to the development of a diverse and inclusive organisation. One of the main objectives of the
Nomination Committee in considering the appointment of new directors to the Board remains to
ensure that successful candidates are of the highest calibre and demonstrate the best possible
combination of skills and experience. The Committee’s terms of reference further stipulate that
candidates from a wide range of backgrounds shall be considered and that due regard will be
given to the benefits of diversity on the Board.
The Board also has a Diversity and Inclusion policy, which reinforces the Company’s
commitment to promote diversity on the Board and complements the Company’s wider
workforce diversity policy. This policy is regularly reviewed and updated by the Nomination
Committee to ensure it remains relevant, effective, and aligned with evolving best practice and
the Company’s strategic objectives. The Nomination Committee report provides further details
on the objectives of this policy and its linkages to company strategy on page 80.
The Nomination Committee is mindful of the focus on the benefits of Board diversity, including
the guidance and targets issued by the FTSE Women Leaders Review, the Parker Review and
the FCA. The Listing Rules include specific diversity targets to ensure that at least 40% of the
Board are women, at least one of the senior board positions (Chair, Chief Executive Officer
(CEO), Chief Financial Officer (CFO) or Senior Independent Director (SID)) is a woman, and
that at least one director is from a minority ethnic background, requiring companies to report
on a “comply or explain” basis. As at 31 March 2026, and at the date of publication of this
report, the Company met all these targets with Suzi Williams as the SID; the Board has 50%
female representation; and there is one director from an ethnic minority group.
Further detail regarding the Company’s position in relation to encouraging diversity within all
layers of the organisation is set out in the ‘People and Organisation’ section of the Strategic
Report on pages 34 to 38.
The tables below report our data on the gender identity and ethnic diversity of the Board,
senior Board positions and executive management. The data on Board diversity was collected
by asking the directors to respond to the specific questions with the use of questionnaires. The
executive management, along with the rest of our employees, were encouraged to self-identify
their gender and ethnicity data on our HR systems, so that we can improve our monitoring and
reporting on demographic data across the employee lifecycle and measure our progress
towards our diversity goals. The questions asked, and answer options provided, were selected
based on the legal definition of sex under the Equality Act 2010 for gender representation and
on the current Office for National Statistics (ONS) data collection recommendations on race and
ethnicity.
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Gender representation data
Number
of Board
members
Percentage
of Board
members
Number
of senior
positions
on the
Board
(CEO,
CFO,
SID and
Chair)
Number in
executive
management*
Percentage of
executive
management*
Number of
employees
Percentage
of
employees
Men 4 50% 3 6 75.00% 961 46.86%
Women
4 50% 1 2 25.00% 1,090 53.14%
Ethnicity representation data
Number
of Board
members
Percentage
of Board
members
Number
of senior
positions
on the
board
(CEO,
CFO, SID
and
Chair)
Number in
executive
management*
Percentage of
executive
management*
White British or other White
(including minority-white
groups)
7 87.5% 4 8 100.00%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British 1 12.5% - - -
Black/African/Caribbean/Black
British
- - - - -
Other ethnic group, including
Arab
- - - - -
Not specified/prefer not to say - - - - -
*We regard our Executive Leadership Team as executive management for the purposes of LR 6.6.6.
Division of responsibilities
As at the date of this report, the Board is made up of the Non-Executive Chairman, a Senior
Independent Director plus four independent non-executive directors and two executive directors
with the following responsibilities:
Non-Executive Chairman
Responsible for leading the Board and for its overall effectiveness in directing the
Company.
Facilitates constructive Board relations and the effective contribution of all non-executive
directors, and ensures that directors receive accurate, timely and clear information.
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Ensures that the Board plays a full and constructive part in the development and
determination of the Company’s strategy.
Promotes effective decision-making and constructive and sufficient debate around key
issues.
Ensures that the Board seeks regular engagement with major shareholders in order to
understand their views on governance and performance against the strategy.
Leads the annual evaluation process of Board effectiveness.
Senior Independent Director
Provides a sounding board to the Chairman.
Serves as an intermediary for the other directors where necessary.
Remains available to shareholders should they have any concerns they have been
unable to resolve through normal channels.
Responsibility for communication with key shareholders in relation to corporate
governance matters.
Chief Executive Officer
Responsible for leading the Company’s business and executing its strategy and
commercial objectives, together with implementing the decisions of the Board and its
committees.
Ensure that the Company’s decisions are sustainable in the long term, through
appropriate management, implementation and progress of sustainability interventions
which support the Company’s strategy and address material impacts including climate
change.
Ensure that the Company’s business is conducted in accordance with the highest
standards of integrity, in keeping with our culture.
Lead the engagement with the Company’s key stakeholders.
Chief Financial Officer
Provides financial leadership to the Company and aligns with the Company’s business
and financial strategy.
Responsible for financial planning, treasury and tax functions.
Responsible for internal and external financial reporting and stewardship of Company's
assets.
Supports the CEO in maintaining relationships with key stakeholders.
Independent non-executive directors
Responsible for scrutinising, measuring and reviewing the performance of management.
Provide constructive challenge and feedback to the executive directors and support in
the development of the Company’s strategy.
Bring an external perspective, knowledge and experience to the Board.
Company Secretary
Acts as secretary to the Board and its committees.
Develop Board and committee agendas and collate and distribute papers.
Supports the Chairman in considering the effectiveness of the Board.
Ensures compliance with Board procedures and that the Board receives high-quality
information in a timely manner.
Provides advice, services and support to all directors when required.
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Re-election
The Company’s Articles stipulate that one third of all directors are required to retire by rotation
at each Annual General Meeting (AGM) and all newly appointed directors are required to offer
themselves for election by the shareholders at the next AGM.
However, the Code requires that all directors of FTSE 350 companies be subject to annual re-
election by shareholders. Therefore, all the directors will be submitted for re-election at the
forthcoming AGM in August. The Board has determined that all directors submitted for re-
election continue to make a valuable contribution to the commercial success of the Company,
with each bringing a complementary range of skills to the team.
Remuneration Committee
The Board has a Remuneration Committee whose responsibility is to ensure that the
remuneration of executive directors is sufficient to attract, retain and motivate people of the
highest calibre. The Remuneration Committee currently comprises four independent non-
executive directors, namely Phil Bunker (Chair of the Committee), Gemma Godfrey, Suzi
Williams and Bindi Karia. The Directors’ Remuneration Report provides the details of the
emoluments of each director, and this may be found on pages 88 to 111.
The Remuneration Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Audit and Risk Committee
The Audit and Risk Committee comprises three independent non-executive directors, Carla
Stent (Chair of the Committee), Phil Bunker and Gemma Godfrey in compliance with the Code
(provision 24). The activities of the Audit and Risk Committee are set out on pages 84 to 87.
The Audit and Risk Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Nomination Committee
The Nomination Committee comprises three independent non-executive directors Suzi Williams
(Chair of Committee), Carla Stent and Phil Bunker. Charles Wigoder stepped down from the
Committee during the year to ensure that the Committee is solely comprised of independent
non-executive directors. The activities of the Nomination Committee are set out on pages 80 to
83.
The Nomination Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
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Relations with shareholders
It is the policy of the Company to maintain a dialogue with institutional shareholders and to
keep them informed about the objectives of the business. The Board considers that it is
appropriate for the executive directors to discuss any relevant matters regarding company
performance with major shareholders and this is undertaken primarily by the Chief Executive
Officer and Chief Financial Officer. The Chief Executive Officer provides feedback from major
shareholders to the other directors, ensuring that Board members, and in particular non-
executive directors, develop a balanced understanding of the views of major investors. The
executive directors met with a number of the Company’s main shareholders during the year.
The Chief Executive Officer and Chief Financial Officer also have periodic discussions with the
Company’s brokers, and any issues are fed back to the Board as appropriate. When reports are
received from the Company’s brokers following investor presentations, these are submitted to
the Board for review. Additionally, key representatives of the Company’s brokers are
periodically invited to present at a full Board meeting.
Responsibility for communication with key shareholders in relation to corporate governance and
Board remuneration matters lies primarily with the Senior Independent Non-Executive Director
and the Chair of the Remuneration Committee who are assisted in this regard by the Company
Secretary.
Annual General Meeting
Notice of the AGM and related papers are sent to all shareholders at least 20 working days
before the meeting. Separate resolutions are proposed for each matter including the adoption
of the Report and Accounts, the approval of the Company’s Remuneration Policy, the Directors’
Remuneration Report and the appointment of the Group’s external auditor. Proxy votes are
counted and the meeting is advised of the number of proxies lodged for and against each
resolution. The chairs of the Audit and Risk, Remuneration and Nomination Committees and the
remaining non-executive directors are normally available to answer questions. Shareholders
who attend are invited to ask questions and take part in the meeting.
Internal control and risk management
The Board acknowledges its responsibility for the Group’s systems of internal control and risk
management. However, it recognises that any system can only provide reasonable, and not
absolute, assurance against material misstatement or loss. The principal risks faced by the
Company and the measures taken to address these risks are set out in the Strategic Report on
pages 25 to 33.
In conjunction with the Company’s senior management team, the executive directors regularly
identify, review and evaluate the key risks faced by the Group and the effectiveness of the
internal controls in place to mitigate these risks. The results of these reviews are recorded in a
formal document which sets out a detailed evaluation of each risk and the associated internal
control in place to mitigate that risk. The document is reported to the Audit and Risk Committee
for review at least once per year. Following review by the Audit and Risk Committee, the
document is reported to the full Board. The Board of directors has continued to review the
internal controls of the Company (including financial, operational and compliance controls, and
risk management) and the principal risks which the Company faces during the year.
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Nomination Committee Report
Introduction
The members of the Nomination Committee (“the Committee”) are Suzi Williams (Chair), Carla
Stent, and Phil Bunker; this means that the Committee is made up of independent non-
executive directors in compliance with the UK Corporate Governance Code (“the Code”). As
detailed further below, Charles Wigoder stepped down from the Committee during the period.
The key responsibilities of the Nomination Committee include:
making recommendations to the Board on the appointment of new non-executive and
executive directors, including making recommendations as to the composition of the
Board generally and the balance between executive and non-executive directors;
giving consideration to succession planning for directors and other senior executives;
reviewing on an annual basis the time required from non-executive directors and
assessing whether the non-executive directors are spending enough time to fulfil their
duties;
reviewing and monitoring the implementation of the Board’s policy on diversity and
inclusion;
reviewing the re-election by shareholders of directors under the annual re-election
provisions of the Code; and
evaluating any matters relating to the continuation in office of any director including
the suspension or termination of service of an executive director.
The Committee’s general position in relation to diversity and the Code requirement to set out
any measurable objectives that exist in this regard is included in the Corporate Governance
Statement on pages 74 and 75 of this document.
The Committee’s activities for the year ended 31 March 2026
The Committee met formally twice during the year, and Committee matters were also discussed
as part of certain full Board meetings. The Committee’s principal activities during the year
related to the induction of two new independent non-executive directors to the Board following
the retirements of Beatrice Hollond and Andrew Blowers after nine years’ service, including
reconstituting the various Board committees. The new non-executive directors undertook a
tailored induction programme comprising business briefings, meetings with senior
management, and briefings on the Company’s risk and control frameworks.
The Committee also reviewed the balance of Board skills and the definitions of non-executive
directors’ roles and responsibilities.
Diversity and inclusion
The Company recognises that the Board sets the tone for inclusion and diversity across the
business. The boardroom is a place for robust and open debate where challenge, support,
diversity of thought and background, and of course teamwork are essential for optimal
decision-making and the long-term success of the Company. Current Board performance is
strong in this regard, and recent changes have been productive. We are especially proud that
the board is currently 50% female. The Company was duly recognised in the FTSE Women
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Leaders Review published in February 2026, notably ranked fourth in the FTSE 250 of
companies making most progress in the last five years.
To further codify this the Board has a Board Diversity and Inclusion policy, which sets out its
approach to diversity and inclusion of the Board and its committees in compliance with DTR
7.2.8AR(1). The objective of this policy is to formalise the Company’s commitment to ensure
there is an appropriate balance of skills, experience, diversity and independence on the Board
and any new appointments are subject to a formal, rigorous and transparent procedure, and
based on merit, objective criteria and promote diversity in all aspects. The Nomination
Committee is mainly responsible for reviewing and monitoring the implementation of this policy
and for leading succession planning to support its objectives. The current formation of the
Board and its targets to achieve diversity is detailed in the Corporate Governance statement on
pages 70 to 79.
The Committee also meets formally with the Company’s Chief People Officer each year to
review broader diversity and inclusion programmes and assess progress against people
development activities. This is to ensure Board policies are being appropriately cascaded and
developed throughout the business.
Skills and experience
The Nomination committee uses a skills matrix when assessing its succession plans. The matrix
identifies where the skills and experience of our Board members are particularly strong and
where there are opportunities to further develop the Board’s collective knowledge.
Background and experience
Number of non-executive directors (/5)
Finance and risk expertise
3
Operational expertise 4
Sector/industry/markets expertise 3
Media and marketing expertise
2
Environment Social Governance (ESG)
experience
1
Remuneration matters 4
External boardroom experience 5
Induction, training and development
The ongoing training and development requirements of the Board members are regularly
reviewed with further training made available to address any development needs to update
their skills, knowledge and familiarity with the Company.
Board evaluation
In accordance with the Code, the Company conducts an annual evaluation of Board and Board
committee performance and effectiveness, which every Director engages in. The Company
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carried out an extensive external independent review in 2024. The 2026 evaluation was
therefore carried out through internal questionnaires.
Board changes
As announced in last year’s Annual Report, Beatrice Hollond and Andrew Blowers retired from
the Board during the year and were replaced by Gemma Godfrey and Phil Bunker.
Also, during the period, Bindi Karia took on the role of employee engagement non-executive
director, Carla Stent and Gemma Godfrey attended the board of the Company’s consumer-
credit licensed entity Utilities Plus Limited to ensure robust oversight and reporting, and Carla
Stent remained the ESG Board representative, in addition to her continued responsibilities as
Board Consumer Duty Champion.
Board balance and succession planning
As part of its annual cycle, the Committee reviewed the term of the Chairman, mindful of the
Code requirement that the Chair of a company should not generally stay in post beyond nine
years from the date of their first appointment to the Board.
As most shareholders will be aware, our current Chairman, Charles Wigoder, has been a
director of the Company since 1998 when he joined the business as Chief Executive,
subsequently becoming Executive Chairman in 2010, prior to taking up his current position as
Non-Executive Chairman following the Company’s AGM in July 2022.
The Committee acknowledge that Mr Wigoder has never been considered as Independent (due
to his historic role as an executive director, his long tenure on the Board and continuing
significant shareholding in the Company). However, the members of the Nomination Committee
unanimously consider that it remains in the best interests of all stakeholders that Mr Wigoder
should remain in his current role. Nonetheless, to reenforce the independence of the
Committee Mr Wigoder agreed to step down as a member during the year.
This conclusion reflects the combination of: (i) the invaluable and irreplaceable knowledge base
that he brings to the Company; (ii) his exceptional relevant commercial experience; and (iii)
the high calibre of the other non-executive Board members. The appointments of Gemma
Godfrey and Phil Bunker to the Board in August completed a comprehensive refreshment of our
independent non-executive director base, which has taken place over the last four years,
providing a robust counterweight to the much longer Board tenure of Mr Wigoder.
The Board fully supports Mr Wigoder continuing in his current role, noting the unique
contribution he makes to the business. We believe that any governance risk posed by him
remaining is fully mitigated by the strength and composition of the Board as a whole, a
conclusion supported by the most recent external board review.
The average non-executive tenure is less than three years, further bolstering independence on
the Board. We are satisfied that the Board, combining a majority of fully independent and
highly skilled non-executives with Mr Wigoder’s deep knowledge and unique insights, is firmly in
the best interests of all our stakeholders.
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Time commitment
The expected time commitment of all directors is agreed and set out in writing in their letters of
appointment. All directors are engaged in providing their external commitments to establish
that they have sufficient time to meet their board responsibilities. Any proposed external board
appointments are approved by the Board and consideration is given to potential conflicts and
how these can be managed, and this is reviewed on a regular basis. Further details on the
Board's external appointments can be found on pages 67 to 69.
The Nomination Committee and the Board are comfortable that all Board members have
sufficient capacity to serve on the Company's Board.
I look forward to updating you again at the next opportunity.
Suzi Williams
Chair of the Nomination Committee
On behalf of the Board
22 June 2026
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Audit and Risk Committee Report
In accordance with the UK Corporate Governance Code (“the Code”) (provision 24) the
Committee comprises three independent non-executive directors: Carla Stent (Chair), Gemma
Godfrey and Phil Bunker. Carla Stent is also identified as having recent and relevant financial
experience.
The Audit & Risk Committee
The purpose of the Committee is to assist and provide advice to the Board in the fulfilment of
its oversight responsibilities, to ensure the integrity of the financial reporting and audit process,
to oversee the maintenance of sound internal control and corporate risk management systems,
to review the Company’s attitude to risk, and to monitor compliance with legal obligations and
regulatory requirements.
Attendance at Committee meetings during the current year by Committee members is set out
in the Corporate Governance Report on page 71 of this document. In accordance with best
practice, the Committee has the opportunity to meet with the external and internal auditors of
the Company without the presence of any executive directors and has done so during the
current year. The Chair of the Committee has also had direct contact with the relevant Audit
Partners during the year.
The key responsibilities of the Committee include:
reviewing the appointment, re-appointment and removal of the external auditor and
the direction of the external auditor to investigate any matters of particular concern;
assessing the effectiveness of the Company’s external auditor, including considering
the scope and results of the annual audit;
reviewing the independence and objectivity of the external auditor and assessing
any potential impact on objectivity resulting from the provision of non-audit services
by the external auditor;
monitoring the integrity of the financial statements of the Company and any formal
announcements relating to the Company’s performance;
reviewing the impact of the application of new accounting standards and other
disclosure requirements;
reviewing the adequacy and effectiveness of the Company’s internal financial
controls and other internal control and risk management processes;
reviewing the Company’s compliance, whistleblowing and fraud processes; and
advising the Board on the appropriate level of risk appetite for the Company and the
principal and emerging risks that the Company is willing to take across all major
activities.
The senior management team and executive directors periodically review the effectiveness of
key internal control and risk management processes within the Company and report any
changes in such activities to the Committee and the external auditor for consideration. The
review covers material controls, including financial, operational and compliance controls.
The Committee’s activities for the year ended 31 March 2026
The scope of the Committee includes oversight of both audit and risk-related activities.
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The Committee’s main activities during the current year included a review of the financial
statements, including a detailed evaluation of the significant accounting issues therein.
The actions taken by the Committee in regard to these issues are described in the table below.
Issue Action taken by the Board and Committee
Verification of the operational
accuracy of billing system
Review of internal analysis
Monitoring of regulator communications and
monthly monitoring of detailed call centre statistics
which would indicate significant billing issues.
Revenue recognition in relation to
energy services
Monitoring of key assumptions underlying the
recognition of energy revenues based on internal
analysis.
Estimation related to Expected Credit
Losses
Review of key assumptions underlying the
estimations related to Expected Credit Losses.
During the year, the Committee reviewed and approved the Company’s half-year and annual
financial statements. As part of this process the Committee assessed the required disclosures
under IFRS 17 Insurance Contracts and determined that they remained not material to the
financial statements. The Committee has advised the Board that the Annual Report and
Accounts taken as a whole provide a fair, balanced and understandable picture of the
Company’s position and performance, business model and strategy.
Also, the Committee has considered, amongst other matters, compliance with the provisions of
the Code and accounting developments, the effectiveness of the Company’s internal financial
control environment and its risk management and control processes. As part of this process the
Committee has also considered the need for any special projects or internal investigations,
including reviewing the Group’s insurance products.
During the period the Committee continued with its programme of more detailed reviews into
various areas of the business. These included: IT controls and cyber risks; energy and telecoms
regulation and compliance; people risks; corporate policies; procurement; health and safety;
data governance frameworks; privacy processes; fraud management; information security;
business continuity; and Consumer Duty compliance.
In accordance with the Code (provision 25), the Committee has also considered the need for an
internal audit function at the Group. In the light of the simplicity of the Group structure, its
single country focus, its relatively straightforward financial model, the internal controls and
internal and external assurance in place and the fact that management and the Board conduct
regular financial and compliance reviews, the Committee has recommended to the Board that a
Group-wide internal audit function is not currently appropriate for the business. Instead, the
decision was taken to involve Forvis Mazars to provide external assurance on specific areas,
where required. In this regard, during the period, Forvis Mazars continued to provide internal
audit review services mainly relating to the Group’s Financial Services activities and governance
arrangements. The Board will continue to keep its current approach and scope for internal audit
under regular review.
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The Committee notes the updated UK Corporate Governance Code, which introduced new
requirements under Provision 29 for financial years starting on or after 1 January 2026. These
changes require companies to review and confirm the effectiveness of their material internal
controls. While these requirements were not in effect during the period, the Committee is
committed to ensuring that the Company’s internal governance framework remains robust, and
appropriate steps are being taken where necessary to align the Company’s practices and
disclosures with the updated Code requirements.
External auditor effectiveness
The Company’s external auditor, KPMG, presented a detailed audit report to the Committee
following a review of the annual financial statements. Having regard to its review of the work
performed by the external auditor during the year and its approach to key audit issues, the
Committee was satisfied with the effectiveness of KPMG as external auditor.
In reaching this conclusion, the Committee assessed:
the efficiency with which the audit team was able to understand the Company, its
systems and processes, and the associated audit risks;
the experience and expertise of the audit team;
the scope and eventual fulfilment of the detailed audit plan;
the robustness and perceptiveness of the audit team in their handling of key
accounting and audit judgements;
the nature and quality of the content of the external auditor’s report; and
the external inspection reports on the quality of the external auditor’s work.
During the period the Committee was pleased to learn that the FRC’s AQR Inspection Report on
the Company’s FY25 audit was rated as “Good”.
The Committee was also pleased to understand that, following a review of the Company’s
Annual Report and Accounts for the year ended 31 March 2025, the FRC did not raise any
significant matters thereon.
The Committee has recommended to the Board, for approval by shareholders at the AGM, the
reappointment of KPMG as the Company’s external auditor for the coming year.
External auditor independence
In order to guard against the objectivity and independence of the external auditor being
compromised, the provision of any significant additional services remains subject to the prior
approval of the Committee.
The Committee would prohibit the provision of the following key types of non-audit related work
by the Company’s external auditor:
tax services;
services that involve playing any part in the management or decision-making of the
Company;
designing and implementing internal control or risk management procedures related
to the preparation and/or control of financial information or designing and
implementing financial information technology systems;
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valuation services, including valuations performed in connection with actuarial
services or litigation support services; and
services linked to the financing, capital structure and allocation, and investment
strategy of the Company, except providing assurance services in relation to the
financial statements, such as the issuing of comfort letters in connection with
prospectuses issued by the Company.
The Committee will also prohibit any other work where mutual interests exist that could impair
the independence and objectivity of the external auditor.
Reporting of staff concerns
During the year the Company operated an independently facilitated whistleblowing system for
staff of the Company to raise, in confidence, concerns they may have over possible
improprieties, financial or otherwise. All employees have been notified of this arrangement on
the Company’s intranet website (Code provision 6). No significant matters were raised by
employees during the current year.
Conclusion
I look forward to updating you again at the next opportunity and will be available at the AGM to
respond to any questions shareholders may have on this report or in relation to any of the
Committee’s activities.
Carla Stent
Chair of the Audit and Risk Committee
On behalf of the Board
22 June 2026
Telecom Plus PLC Page 88 of 193 31 March 2026
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Directors’ Remuneration Report
Annual statement
As chair of the Remuneration Committee (“Committee”) and on behalf of the Board, I am
pleased to present our report on directors’ remuneration for the year ended 31 March 2026.
I was pleased to take on this role from 1 January 2026, succeeding Andrew Blowers who had
served as chair of the Committee since 2017. On behalf of the Board, I would like to take this
opportunity to thank Andrew for his many years of service and significant contributions to the
Committee.
The report comprises three sections:
This statement, which provides an overview of the key decisions made on Directors’
remuneration during the year.
The Annual Report on Remuneration, which describes how our current Policy was
applied for the year ended 31 March 2026.
Our new Directors’ Remuneration Policy (“Policy”) which, if approved, will apply from
the date of the 2026 Annual General Meeting (“AGM”). A summary of the proposals
is included later in this letter and the full policy is set out on pages 91 to 100.
Performance outcomes for the year ended 31 March 2026
The Company delivered continued strong performance in the year to 31 March 2026, with
double digit growth in customer numbers and record profits.
The Company’s performance is reflected in variable remuneration outcomes for the year, with
the annual Telecom Plus Incentive Plan (“TPIP”) award outturn for Executive Directors at 76.2%
of maximum. The Group delivered adjusted PBT of £132.2m (2025: £126.3m) which resulted in
an outcome of 74.4% of maximum for the adjusted PBT element (which carries a 70%
weighting of the overall award). Performance against strategic objectives (which focussed on
customers per full time equivalent employee, customer base growth and strategic projects)
resulted in an outcome of 80.3% of maximum for the strategic element (which carries a 30%
weighting of the overall award).
The Committee is cognisant of recent fall in the Company’s share price and in this context
carefully considered the TPIP outcome. The Committee is of the view that the formulaic outturn
is a fair reflection of achievement of underlying performance against stretching financial and
strategic targets for the financial year ended 31 March 2026, and therefore has concluded not
to exercise any discretion on the outcome itself (30% of which will be paid in cash, and 70% of
which will be deferred into nil-cost options vesting in two years).
The main rationale for this decision is that the inherent structure of the deferred element of the
TPIP provides a clear alignment with shareholder experience already. Specifically, in
determining the number of shares to be granted in respect of the deferred element, the
Committee determined it appropriate to use a grant price based on the 12-month average
share price to 31 March 2026 being £17.00 (commensurate with the TPIP performance period).
This avoids any unintended consequences of the TPIP and factors in the impact of the recent
fall in share price by materially reducing the effective number of shares to be granted versus
using the current share price (which is the common approach seen in the broader FTSE
market). By way of illustration, the Committee notes that if the share price as at the date of
this report was used, then the number of shares granted would be c.70% higher for the
Executive Directors.
In accordance with the rules of the TPIP approved by shareholders in 2023, 30% of the award
will be paid in cash and 70% will be deferred into nil-cost options vesting in two years.
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The deferred portion of the TPIP award will remain subject to ongoing performance underpins,
and the Committee will remain cognisant of ongoing shareholder experience in determining
whether these underpins have been met.
The CEO and CFO have elected to voluntarily purchase shares equivalent to 50% of the cash
element of the 2026 TPIP outturn, on an after-tax basis, as soon as practicable following the
announcement of results.
Taken together, the Committee is comfortable this represents a fair outcome, reflecting a
strong performance in FY26 whilst maintaining a strong linkage with shareholder value creation
over the next 4 years.
The shares issued from exercising the nil-cost options will be subject to a further two-year
holding period. Full details of the TPIP outcome for the year ended 31 March 2026 are set out
on pages 103 to 105.
No long-term incentive growth shares awards were exercised by the executive directors during
the year ended 31 March 2026.
Directors’ Remuneration Policy approval
The Directors’ Remuneration Policy in its current form was originally approved by the
Company’s shareholders at a General Meeting in 2023 by 85.07% of the Company’s
shareholders.
In line with reporting regulations, we are required to submit a new Remuneration Policy for
shareholder approval at the 2026 AGM.
Whilst we are proposing to renew our current Remuneration Policy with no material changes, as
noted elsewhere in this annual report we are announcing the results of our review of strategic
initiatives alongside the publication of the annual report. In the context of this, the Committee
is currently reviewing the Remuneration Policy more broadly to ensure it remains fit for purpose
in the context of our strategy, and if deemed necessary consult with shareholders on any
appropriate amendments.
Our proposed 2026 Remuneration Policy is set out on pages 91 to 100.
Implementation of the Policy for the year ending 31 March 2027
Base salaries and fees
All Executive Directors received salary increases of 3.0% effective from 1 April 2026. The
Committee was satisfied that this was an appropriate level of increase given this aligned with
the typical salary increase granted to the wider workforce.
Pensions
The percentage level of pension provision (or cash allowance equivalent) for executive directors
for FY27 will be 10% of base salary. This is equal to the rate available to employees with 8 or
more years’ service (aligning with the length of service of both Executive Directors). In previous
years the Executive Directors received pension provision of 4.5% of base salary. For the
avoidance of doubt, the updated approach to implementation is consistent with both the current
and proposed Remuneration Policies.
TPIP awards
As noted above, the broader Remuneration Policy is currently being actively reviewed. On the
assumption the TPIP structure remains in place for FY27 the targets will be disclosed in next
year’s annual report given their commercial sensitivity. The metrics and targets will, as always,
be appropriately stretching and aligned with delivery of the Company strategy for the year
ahead.
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Non-Executive Director fees
In order to further align Non-Executive Directors with shareholder experience over the coming
years, and to recognise significant additional contributions, it has been agreed that Non-
Executive Directors will receive a one-off payment of 12% of the annual base fee in July 2026,
this amount (net of tax) will then be reinvested in Company shares by the Non-Executive
Directors.
Reflecting the quantum of the payment, Non-Executive Directors have agreed to forfeit any
base fee increases for the current financial year, and for a further two financial years.
Conclusion
We believe that the Policy operated as intended during the year and we consider that the
remuneration received by the Executive Directors was appropriate taking into account Company
and personal performance.
I hope that both the Remuneration Report and Policy resolutions will receive your support at
the upcoming AGM, where I will be available to respond to any questions shareholders may
have on this report or in relation to any of the Committee’s activities.
Phil Bunker
Chairman of the Remuneration Committee
22 June 2026
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Remuneration Policy
Introduction including proposed changes
This section sets out the proposed Remuneration Policy, which has been prepared in accordance
with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations
2008 (as amended) (the Regulations). The Policy will be subject to a binding shareholder vote
at the AGM on 17 August 2026 and, subject to shareholder approval, will become effective from
that date. Although the Policy is intended to apply for three years, the Company can choose to
bring a new policy to a vote before the end of this period.
The Company’s overall remuneration policy is to ensure that the executive directors and other
senior managers are fairly and responsibly rewarded for their individual contribution to the
overall long-term performance of the Company, in a manner that ensures that the Company is
able to attract, motivate, and retain executives of the quality necessary to ensure the
successful long term performance of the Company. The remuneration policy continues to be
based on the principle that the remuneration of the directors and senior management should be
aligned with the experience of external shareholders.
The Directors’ Remuneration Policy in its current form was originally approved by the
Company’s shareholders at the Annual General Meeting in 2023. At that time, following this
review and after a thorough engagement process with the Company’s shareholders, the
Committee simplified the Policy by replacing the existing annual bonus and LTIP with the
Telecom Plus Incentive Plan (“TPIP”). Awards under the TPIP have since been granted on an
annual basis to the Executive Directors.
The TPIP has operated effectively over the period since it was adopted, driving sustained
performance against our key financial and non-financial KPIs. Our proposed 2026 Remuneration
Policy therefore retains the TPIP, with the maximum annual grant for Executive Directors
unchanged at 350% of base salary. The Committee will continue to set stretching performance
targets measured over each financial year. At least 70% of the awards will be assessed against
financial performance metrics, with the balance assessed against non-financial strategic
objectives. This creates a direct focus on operational delivery on an annual basis, which in turn
helps to drive long term growth and value creation for shareholders.
Consistent with the current TPIP operation, subject to the achievement of performance targets,
30% of any award will be paid as cash at the end of the performance year, with the remaining
70% being deferred into shares for two years. Vesting of the deferred shares will continue to be
subject to continued employment and the satisfaction of a performance underpin.
Post vesting, the deferred shares will be subject to a holding period for an additional two years.
The Committee remains confident that all other elements of the current Policy remain fit for
purpose, and no other changes are proposed.
Remuneration Policy Table
How component
supports strategic
objectives
Operation of component Maximum potential value of
component
Performance metrics
used, weighting and
time periods
Base Salary
To recognise status
and responsibility to
deliver operational
Base salary is paid in 12 equal
monthly instalments during the
year.
Whilst there is not a set
maximum, increases will normally
be in line with the range of
None, although overall
performance of the
individual is considered
Telecom Plus PLC Page 92 of 193 31 March 2026
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strategy on a day-
to-day basis.
Base salaries are reviewed
annually with any changes
normally effective from 1 April
each year, and also (where
relevant) to reflect changes in the
responsibilities of each individual.
increases awarded to other
employees.
Salary increases above this level
may be awarded in appropriate
circumstances including but not
limited to the following:
to reflect any change in
the level of responsibility
of the individual (whether
through a change in role
or an increase in the
scale and/or scope of the
activities carried out by
the Company);
an increase in experience
and knowledge of the
Company and its
markets.
by the Committee when
setting and reviewing
salaries.
Benefits
To provide benefits
commensurate with
the role and market
practice.
Executive Directors receive
benefits set at an appropriate level
taking into account total
remuneration, market practice,
the benefits provided to other
employees in the Group and
individual circumstances.
The Company pays for private
healthcare for each director and
their immediate family.
The Company provides company
cars for executive directors where
appropriate.
The Company provides death in
service benefits up to a maximum
of four times annual base salary
(subject to prevailing policy caps).
The Committee reserves the right
to introduce other benefits, for
example in the case that this is
necessary to attract and/or retain
key executive directors.
In relation to new directors the
Company will pay for reasonable
relocation expenses where
required.
Whilst the Committee has not set
an absolute maximum on the level
of benefits Executive Directors
may receive, the value of benefits
is set at a level which the
Committee considers to be
appropriately positioned taking
into account relevant market
levels based on the nature and
location of the role, the level of
benefits provided for other
employees in the Group and
individual circumstances.
None.
Pension
To provide funding
for retirement.
Defined contribution pension
scheme is open to all employees
and executive directors.
In appropriate circumstances, such
as where contributions exceed the
annual or lifetime allowance,
Executive Directors may take a
taxable cash supplement instead
of contributions to a pension plan.
The percentage level of pension
provision (or cash allowance
equivalent) for executive directors
will not exceed the highest
percentage contribution rate
available to a majority of
employees.
None.
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Telecom Plus Incentive Plan
To incentivise the
delivery of financial
and strategic
priorities and
directly align the
directors’ interests
with those of all
other shareholders.
Awards under the Telecom Plus
Incentive Plan are dependent on
the achievement of performance
measures.
30% of the award earned is paid
in cash following the end of the
performance period.
The balance is deferred in the
form of a nil cost option,
conditional share award or
restricted share which vests after
a further two years and is
thereafter subject to a further
two-year post-vesting holding
period.
A discretionary underpin will apply
over the performance and deferral
periods.
Malus applies to cash awards prior
to payment and deferred share
awards prior to vesting.
Cash payments are subject to
clawback provisions for up to two
years following payment.
Deferred share awards are subject
to clawback provisions during the
two-year deferral period.
Malus and clawback may apply in
the following circumstances: a
material misstatement of the
Company’s results, error in the
assessment of a performance
target or in the information used
to determine the value of the cash
award and/or the number of
shares, a material regulatory
breach, gross misconduct on the
part of the Participant,
reputational damage to the
Company, a material failure of risk
management, insolvency or
corporate failure, or any similar
circumstances in the opinion of the
Board.
Dividends (or equivalents,
including the value of any
reinvestment) may accrue in
respect of deferred share awards.
Maximum opportunity of up to
350% of base salary may be
awarded in respect of each
financial year.
Targets are set annually
reflecting the Company’s
financial and strategic
priorities and
performance is measured
over a one-year period.
At least 70% of the
awards will be assessed
against financial
performance metrics. The
balance is assessed
against non-financial
strategic objectives.
Financial metrics
No more than 25% of
each metric will vest for
threshold performance
with full vesting for
maximum performance.
Non-financial metrics
Non-financial metrics
vesting will apply on a
scale between 0% and
100% based on the
Committee’s assessment
of performance against
objectives.
The discretionary
underpin will be assessed
with reference to a range
of financial and non-
financial metrics.
In accordance with the
Code, the Remuneration
Committee will retain
overall discretion to
adjust the formulaic
outcome of awards
(upwards and
downwards) if they are
not believed to be in line
with overall Company
performance.
Shareholding Requirement
To strengthen the
long-term alignment
of directors’
interests with those
of all shareholders.
Shareholding requirement policy is
primarily derived from the issue of
shares resulting from the exercise
of awards made under company
share plans, such as the new
Telecom Plus Incentive Plan and
Executive directors are expected
to progressively build and retain a
shareholding in the Company
worth 200% of basic salary over a
maximum of 10 years; until such
time as they have achieved this
level, they are required to: (i)
N/A
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existing awards made under the
LTIP 2016.
retain all the shares vesting to
them under the Telecom Plus
Incentive Plan (other than to
settle associated tax liabilities on
vesting); and (ii) retain not less
than 25% of any shares issued to
them under the LTIP 2016.
Under LTIP 2016, in relation to
the 25% blocks of their award
which vest after 3, 5 or 7 years,
participants are required to retain
50% of any shares they choose to
convert for at least 12 months. In
relation to the final 25% block
which vests after 10 years, they
are obliged to retain 75% for 12
months, 50% for 18 months, and
25% for 24 months.
The above holding periods
continue to apply to participants
after they cease to be employed
by the Company.
Future share awards to directors
will be made subject to a post-
vest holding period.
Post-employment
Executive directors who step down
from the Board are required to
retain a holding in ‘guideline
shares’ equal to:
200% of salary (or
their actual
shareholding at the
point of departure if
lower) for the first
12 months following
stepping down as
executive director.
100% of salary (or
their actual
shareholding at the
point of departure if
lower) for the
subsequent 12
months.
‘Guideline shares’ do not include
shares that the executive director
has purchased or which have been
acquired pursuant to share awards
which vested before 16 December
2020. Unless the Committee
determines otherwise, an
executive director or former
executive director shall be
deemed to have disposed of
shares which are not ‘guideline
shares’ before ‘guideline shares’.
The Policy for Executive Directors is consistent with the policy applied across the company with respect to salaries and pension,
where the provision for executive directors will not exceed the highest percentage contribution rate available to a majority of
employees. Taxable benefits vary by role taking into account market practice. The company operates a number of incentive
plans including the TPIP, a deferred bonus plan and a share option plan.
Telecom Plus PLC Page 95 of 193 31 March 2026
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Choice of performance measures
The Committee chose the performance measures described in the table above as they
are deemed to directly align the executive directors’ interests with those of all shareholders in
an easily understood and transparent manner.
Telecom Plus Incentive Plan
The performance measures are set annually reflecting the Company’s financial and strategic
priorities. At least 70% of the TPIP is assessed against financial performance metrics. The
balance is assessed against non-financial strategic/personal objectives. In relation to financial
metrics, up to 25% of each bonus element will vest for threshold performance, with full vesting
for maximum performance. In relation to non-financial metrics, vesting will apply on a scale
between 0% and 100% based on the Committee’s assessment of performance
against objectives.
Additionally, the TPIP is subject to a discretionary underpin which will apply over a three-year
period comprising the one-year performance period and the compulsory two-year deferral
period. The assessment of the underpin will occur at the end of the three-year aggregate
performance and deferral period, and will make reference to a range of financial and non-
financial metrics. The Committee will assess performance against the underpin metrics
and determine whether an adjustment to the vesting of any shares to participants
is appropriate.
Illustrative application of remuneration policy
The bar charts below seek to illustrate the potential rewards available under the
proposed remuneration policy for the coming financial year under varying levels of
performance.
The bar charts have been prepared based on the following assumptions:
£0
£500
£1,000
£1,500
£2,000
£2,500
£3,000
£3,500
£4,000
£4,500
Minimum On-target Maximum Maximum with 50%
share price appreciation
Minimum On-target Maximum Maximum with 50%
share price appreciation
Stuart Burnett Nick Schoenfeld
Fixed pay TPIP - cash TPIP - deferred shares
Telecom Plus PLC Page 96 of 193 31 March 2026
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Minimum performance Fixed remuneration comprising base salary to
be paid in 2026/27, estimate of benefits to be
paid based on 2025/26 total single figure of
remuneration, pension
On-target performance Fixed remuneration
50% of TPIP opportunity is earned
Maximum performance Fixed remuneration
Maximum TPIP opportunity is earned
Maximum performance plus share price
appreciation
Fixed remuneration
Maximum TPIP opportunity is earned
50% share price appreciation applies to share
element of TPIP award
Non-executive directors’ fees policy
How component
supports strategic
objectives
Operation of component Maximum potential value of
component
Performance metrics
used, weighting and
time periods
To attract non-
executive directors
who have a broad
range of experience
and skills to support
and oversee the
implementation of
strategy and ensure
good corporate
governance.
Non-executive directors’
fees are set by the Board as
a whole and aligned with the
responsibilities of each
director.
Annual fees are paid in 12
equal monthly instalments
during the year.
Non-executive directors’
fees are periodically
reviewed by the Board in the
light of any changes in role
and prevailing market rates
for non-executive directors
in other listed companies of
similar size and with similar
characteristics.
Non-executive directors’
remuneration will not be set
outside the parameters of
prevailing market rates for similarly
sized companies of comparable
complexity.
Non-executive directors
are not eligible to
participate in any
performance-related
arrangements or share
incentive schemes.
Service contracts
The executive directors are each engaged under a rolling contract of service requiring 6 months’
notice of termination on either side. The dates of the executive directors’ service agreements
are as follows:
Date of service
agreement
Stuart Burnett 23 July 2020
Nick Schoenfeld 9 October 2014
All non-executive directors are subject to re-election at each AGM. The appointment of the non-
executive directors may be terminated on either side on three months’ notice. The dates of
each non-executive director’s appointment are as follows:
Telecom Plus PLC Page 97 of 193 31 March 2026
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Date of service
agreement
Expiry of current term
Charles Wigoder 26 July 2022 2026 AGM
Suzi Williams 23 July 2020 2026 AGM
Carla Stent 26 July 2022 2026 AGM
Bindi Karia 17 June 2024 2026 AGM
Phil Bunker 23 June 2025 2026 AGM
Gemma Godfrey 23 June 2025 2026 AGM
Copies of the service contracts and letters of appointment are held at the Company’s Registered
Office and will be available for inspection within normal business hours / at the Annual General
Meeting.
Policy on payments for loss of office
The table below sets out the Company’s policy regarding service contracts and payments for
loss of office.
Standard provision Policy Details Other
provisions in
service
contracts
Notice periods in executive
directors’ service contracts.
6 - 12 months’ notice from the
Company.
6 - 12 months’ notice from the
executive director.
Executive directors may be required to
work during notice period or may be
provided with pay in lieu of notice if
not required to work full notice.
All executive directors are subject to
annual re-election by shareholders.
N/A
Compensation for loss of
office in service contracts.
No more than base salary,
benefits and pension
contributions for the period of
the executive director’s notice.
No contractual provision for
additional compensation in the
event of loss of office resulting
from poor performance.
Any statutory entitlements or sums to
settle or compromise claims in
connection with any termination of
office would need to be paid as
necessary, subject to the fulfilment of
the director’s duty to mitigate their
loss.
N/A
Treatment of unvested TPIP
awards
All awards lapse except for
“good leavers” which are
defined as leavers due to death,
injury, ill-health, disability,
redundancy, transfer of
employee to another company
outside of the Group, or at the
Board’s discretion, in which
case an explanation will be
provided in the relevant
Directors’ Remuneration Report.
Under the TPIP, at the payment date
of the Cash Award, a portion will be
deferred into a Deferred Share Award
which will normally vest after a further
2 years.
For “good leavers”, unpaid Cash
Awards and unvested Deferred Share
Awards will vest on the normal
payment and vesting dates (unless the
Committee determines otherwise).
Cash Awards will normally be pro-
rated for time according to the portion
of the 1 year performance period in
employment. Deferred Share Awards
will normally be pro-rated for time
according to the portion of the 3 year
period from the start of the 1 year
performance period of the Cash Award
to the vesting date of the Deferred
Share Award in employment.
N/A
Telecom Plus PLC Page 98 of 193 31 March 2026
Registered number 3263464
For both Cash and Deferred Share
Awards, the extent of payment and
vesting will normally be determined by
the Committee taking into account any
performance conditions and/or
underpins.
Treatment of unvested LTIP
2016.
Legacy arrangement: LTIP
2016
All awards lapse except for
“good leavers”: i.e. death, or
where the employing company
or the company with which the
office is held ceases to be a
member of the Group or the
transfer of employment out of
the Group by reason of the
Transfer of Undertakings
(Protection of Employment)
Regulations
2006.
In the event of injury,
disability, retirement or
redundancy, the Committee
may exercise its discretion to
classify the participant as a
“good leaver”.
Legacy arrangement: LTIP 2016
If a participant in the LTIP 2016
ceases to be employed within the
Group otherwise than as a “good
leaver”, any unvested awards will be
forfeited. Any growth shares which
have vested but not been converted,
must be converted within 14 days of
the end of their employment otherwise
they will be forfeited; the conversion
ratio shall be based on the average
share price for the 30 working days
immediately preceding the date on
which conversion takes place.
If a participant in the LTIP 2016 is a
“good leaver”, then they shall be
entitled to the benefit of any shares
that have become convertible prior to
the date of leaving, and such shares
shall be converted (at the option of the
employee) either within 14 days of the
termination of their employment (in
which case the conversion ratio shall
be based on the average share price
for the 30 working days immediately
preceding the date on which
conversion takes place), or during the
next annual vesting period using the
criteria which apply on that date.
N/A
Exercise of discretion. Discretion to be used only in
exceptional circumstances.
The Committee will take into account
the recent performance of the director
and the Company, and the nature of
the circumstances around the
executive director’s departure.
N/A
Non-executive Directors. Non-executive directors are
appointed for an initial term of
one year which is then reviewed
by the Board on an annual
basis thereafter.
Non-executive directors are all subject
to annual re-election by shareholders
at the Company’s AGM each year.
Non-executive directors have a three
month notice period and there is no
provision for compensation if required
to stand down.
Non-executive
directors have
the right to seek
independent
professional
advice at the
expense of the
Company in the
pursuance of
their duties.
Approach to recruitment remuneration
The Committee’s approach is to pay the amount necessary to recruit the best candidate to each
particular role. In determining these amounts, the Committee will be mindful of, inter alia,
prevailing market rates, the chosen candidate’s skills, knowledge and experience, and their
existing location and position. Where the candidate has variable remuneration arrangements
with a previous employer that will be lost on leaving employment, the Company will consider
offering a sign-on award in compensation for the value foregone, either as an award under an
existing share incentive scheme or a bespoke award under the Listing Rules exemption
Telecom Plus PLC Page 99 of 193 31 March 2026
Registered number 3263464
available for this purpose. The face and/or expected values of the award(s) offered will not
materially exceed the value ascribed to the award(s) foregone, and where practicable would
follow the same vesting timing and form (i.e. cash or shares) save that the Committee may
award the whole of the value in shares, at its discretion. The application of performance
conditions would be considered and, where appropriate, the awards could be made subject to
claw-back in certain circumstances. For material amounts the Committee would, where
practicable, consult with key institutional shareholders ahead of committing to make any such
sign-on awards, and in any event a full explanation of any amounts awarded, an explanation of
why it was necessary and a breakdown of the awards to be made will be announced to the
markets at the time of granting. For the avoidance of doubt, should a new director be
internally promoted from the Company’s senior management team they will not be expected to
give up or amend any element of remuneration granted to them prior to becoming a director
which is inconsistent with the remuneration policy set out above.
Any new executive director’s remuneration package would include similar elements, and be
subject to the same constraints, as those of the existing executive directors as outlined in the
above policy table.
Statement of consideration of shareholder views
The Chairman of the Committee engages with certain of the Company’s largest shareholders
who have expressed an interest in being consulted in relation to remuneration matters to
understand their expectations and monitor any changes in their views. Shareholder and proxy
advisor remuneration guidelines were considered, and our largest shareholders consulted, when
drafting the current Policy.
Statement of consideration of employment conditions elsewhere in the group
The Committee considers pay levels across the organisation when setting remuneration for all
directors (both executives and non-executives). The Committee also receives detailed briefings
on wider employee remuneration at Committee meetings as appropriate. Any remuneration
reviews are undertaken against a background of ensuring that the prevailing market rates for
all levels of employee in the organisation are taken into account in order to attract, retain and
motivate the best employees at each level. In relation to directors, specific account is taken of
any change in the level of responsibility of the director (whether through a change in role or the
increased size of the Company) or an increase in experience and knowledge of the Company
and its markets which may not be relevant to roles elsewhere in the Company. The Company
does not deem it appropriate to formally consult with employees regarding the determination of
the directors’ remuneration policy. However, employees have the opportunity to make
comments on any aspect of the Company’s activities through an employee survey and any
comments made which are relevant to directors’ remuneration would be considered by the
Committee. Bindi Karia also acts as the employee engagement non-executive director and can
provide employee feedback directly to the Committee where appropriate.
Legacy arrangements
The Committee reserves the right to make remuneration payments and payments for loss of
office, to exercise any discretion in relation to such payment, notwithstanding that they are not
in line with the Remuneration Policy set out above where the terms of payment were agreed:
Before this Policy came into effect (provided that the terms of the payment were
consistent with shareholder approved Policy in force at the time they were agreed or
were agreed before the Company’s first shareholder approved Policy came into force).
At a time when the relevant individual was not a director of the Company and, in the
opinion of the Committee, the payment was not in consideration of the individual
becoming a director of the Company.
Telecom Plus PLC Page 100 of 193 31 March 2026
Registered number 3263464
For these purposes, ‘payments’ includes the satisfaction of variable remuneration and, in
relation to an award over shares, the terms of the payment are ‘agreed’ no later than the time
the award is granted.
Telecom Plus PLC Page 101 of 193 31 March 2026
Registered number 3263464
Annual Report on Remuneration
Remuneration Committee
The Committee is responsible for reviewing and making recommendations to the Board
regarding the policy relating to the total remuneration paid to the executive directors and
senior management of the Company. It meets regularly to review and set all elements of the
remuneration paid to the executive directors of the Company and monitors the level and
structure of remuneration for other senior management of the Company. It also exercises all
the powers of the Board in relation to the operation of the Company’s share incentive schemes,
including the grant of options and the terms of those grants.
The Committee met formally four times during the year and details of attendance at these
meetings are provided in the Corporate Governance Statement on page 71.
The Committee’s principal activities during the year included:
● conducting a detailed review of the current Remuneration Policy and structure of
remuneration at Telecom Plus in order to assess its ongoing appropriateness in
incentivising Executive Directors to execute the Company’s strategy;
● reviewing and approving the Remuneration Policy to be presented unchanged for
shareholder approval at the 2026 AGM;
● reviewing and approving executive director remuneration packages;
● monitoring senior management remuneration packages; and
● reviewing and approving the issue of share options to certain employees.
Single Total Figure of Remuneration
Year ended 31 March 2026 (audited)
Audited details of directors’ remuneration for the year are as follows:
Salary
& Fees
TPIP
award
1
Taxable
Benefits
Pension
Contributions
Total
Total
fixed
Total
variable
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Executive Directors
Stuart Burnett
682
1,81
7
12
31
2,5
42
725
1,81
7
Nick Schoenfeld
562
1,00
7
15
25
1,60
9
602
1,00
7
Non
-
Executive Directors
Andrew Blowers
2
85
-
-
-
85
85
-
Phil Bunker
3
73
-
-
-
73
73
-
Gemma Godfrey
3
46
-
-
-
46
46
-
Beatrice Hollond
4
30
-
-
-
30
30
-
Bindi Karia
67
-
-
-
67
67
-
Carla Stent
80
-
-
-
80
80
-
Charles Wigoder
225
-
-
-
225
225
-
Suzi Williams
82
-
-
-
82
82
-
1,932
2,8
2
4
27
56
4,8
3
9
2,015
2,8
2
4
1. 70% of the award is deferred into shares for two years in accordance with the rules of the TPIP.
2. Andrew Blowers stepped down from the Board on 31 December 2025. The table above presents his
remuneration for the period of time during which he served as a Board Director.
Telecom Plus PLC Page 102 of 193 31 March 2026
Registered number 3263464
3. Phil Bunker and Gemma Godfrey joined the Board on 6 August 2025. The table above presents their respective
remuneration for the period of time during which they served as Board Directors. Phil Bunker is also Chairman
of UWI Limited, the Group’s insurance company.
4. Beatrice Hollond stepped down from the Board on 6 August 2025. The table above presents her remuneration
for the period of time during which she served as a Board Director.
Year ended 31 March 2025 (audited)
Audited details of directors’ remuneration for the year are as follows:
Salary
& Fees
TPIP
award
1
Taxable
Benefits
Pension
Contributions
5
Total
Total
fixed
Total
variable
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Executive Directors
Stuart Burnett
672
1,466
10
55
2,203
737
1,466
Andrew Lindsay
2
242
-
4
28
274
274
-
Nick Schoenfeld
554
812
13
35
1,414
602
812
Non
-
Executive Directors
Andrew Blowers
3
110
-
-
-
110
110
-
Beatrice Hollond
65
-
-
-
65
65
-
Bindi Karia
4
38
-
-
-
38
38
-
Carla Stent
70
-
-
-
70
70
-
Charles Wigoder
216
-
-
-
216
216
-
Suzi Williams
65
-
-
-
65
65
-
2,032
2,278
27
118
4,455
2,177
2,278
1. 70% of the award is deferred into shares for two years in accordance with the rules of the TPIP.
2. Andrew Lindsay stepped down from the Board on 13 August 2024. The table above presents his
remuneration for the period of time during which he served as a Board Director.
3. Fee relating to role as Non-Executive Director of the Group of £70,295 and additional remuneration
received from appointment as Chairman of UWI Limited, the Group’s insurance company of £40,000.
4. Bindi Karia joined the Board on 13 August 2024. The table above presents her remuneration for the period
of time during which she served as a Board Director.
5. The level of pension provision for executive directors has transitioned from a fixed monetary amount of
£4,000 per annum to 4.5% of base salary in line with the percentage contribution rate available to the
majority of employees. This change was effective 1 April 2023, however the excess value above the
previous fixed monetary amount in respect of FY24 was paid in April 2024 in a backdated payment and so
has been reported within the FY25 single total figure table above.
Salary and benefits (audited)
The Committee awarded 1.5% increases to the annual base salaries of the Executive Directors
with effect from 1 April 2025 as follows:
● Stuart Burnett – increased from £671,823 to £681,900;
● Nick Schoenfeld - increased from £554,140 to £562,452.
From 1 April 2025, the Chair fee paid to Charles Wigoder increased from £216,300 to
£224,545, comprising an increase on his base fee of 1.5% plus £5,000 for membership of the
Nomination Committee. The Non-Executive Director base fee also increased by 1.5% from
£59,500 to £60,390 from this date. As set out in last year’s Directors’ Remuneration Report,
the fees for the non-executive directors were reviewed in the light of the latest market
benchmarks. It was acknowledged that the fees had fallen behind the market, particularly in
relation to the various additional roles carried out by the non-executives. The fees paid from 1
April 2025 were therefore as follows:
Senior Independent Director additional fee: £11,000
Audit & Risk Committee Chair additional fee: £12,000
Telecom Plus PLC Page 103 of 193 31 March 2026
Registered number 3263464
Remuneration Committee Chair additional fee: £11,000
Nomination Committee Chair additional fee: £10,000
Committee Membership additional fee: £5,000
ESG Board representative additional fee: £2,000
Consumer Duty Board representative additional fee: £3,000
Employee Engagement Board representative additional fee: £2,000
The amounts relating to taxable benefits received mainly include the provision of private health
insurance and motor vehicles to the directors.
Long-term incentives (audited)
No long-term incentive awards were capable of vesting during the year ended 31 March 2026.
Annual TPIP incentive awards granted during the year (audited)
The maximum annual TPIP award opportunities for each executive director for the year ended
31 March 2026 were as follows:
Stuart Burnett 350% of base salary
Nick Schoenfeld 235% of base salary
The awards were granted subject to financial and non-financial strategic objectives. 70% of the
TPIP was based on adjusted PBT performance. The PBT targets were set by reference to
multiple factors, including internal budgeting and broker forecasts. The remaining 30% of the
TPIP was subject to strategic objectives and any pay-out under this element was subject to
achieving the threshold PBT target.
The tables below set out the assessment of the objectives versus the targets set, with straight
line vesting between each of the target values:
Financial element
Weighting %
of TPIP
overall
opportunity
% of element vesting
Actual
Payable
(% of
maximum
for this
element)
Payable (%
of overall
opportunity)
0% 50% 60% 70% 80% 90% 100%
FY26
Adjusted
PBT
70.00% <£115m
£120m
£125m
£130m £135m
£140
m
£145m
£132.2m
74.4% 52.1%
Non-Financial element
Objective
Weighting
% of TPIP
% of element vesting
Actual
Payabl
e (% of
maxim
um for
this
elemen
t)
Payabl
e (% of
overall
opport
unity)
0% 40% 60% 80% 100%
Customers
/FTE
1
10%
700
750 800 850 900 1,271 100% 10%
Telecom Plus PLC Page 104 of 193 31 March 2026
Registered number 3263464
Objectiv
e
Weigh
ting
% of
TPIP
% of element vesting
Actual
Payabl
e (% of
maxim
um for
this
elemen
t)
Payabl
e (% of
overall
opport
unity)
0% 50% 80% 90% 100%
Custome
r base
growth
2
10%
<2.5
%
5% 7.5% 10% 12.5% 10.3% 91% 9.1%
Strategic
projects
Weighting
% of TPIP
% of element vesting
Actual
Payabl
e (% of
maxim
um for
this
elemen
t)
Payabl
e (% of
overall
opport
unity)
Achievement
of various
commercially
sensitive
strategic
projects
associated
with key
systems
development,
strategic
distribution
partnerships,
smart
metering
targets, and
rebranding.
10%
Binary payout for each project –
100% if achieved, 0% otherwise
Partly
achieved
50% 5%
1. This metric assessed the strategic priority to increase customers per operational FTE by 10% . The
Committee also assessed whether customer service had continued at an acceptable level across the year,
and concluded that the formulaic outturn was appropriate.
2. This metric assessed the 31 March 2026 year end customer base versus that at 31 March 2025, and
excluded inorganically acquired customers who are not yet multi-service.
The above resulted in an outturn for the financial element of the TPIP equal to 74.4% of
maximum, and for the strategic element of 80.3% of maximum.
The overall TPIP outturn for all Executive Directors is therefore equal to 76.2% of the maximum
opportunities based on the targets set.
The Committee is cognisant of recent fall in the Company’s share price and in this context
carefully considered the TPIP outcome. The Committee is of the view that the formulaic outturn
is a fair reflection of achievement of underlying performance against stretching financial and
strategic targets for the financial year ended 31 March 2026, and therefore has concluded not
to exercise any discretion on the outcome itself (30% of which will be paid in cash, and 70% of
which will be deferred into nil-cost options vesting in two years).
Telecom Plus PLC Page 105 of 193 31 March 2026
Registered number 3263464
The main rationale for this decision is that the inherent structure of the deferred element of the
TPIP provides a clear alignment with shareholder experience already. Specifically, in
determining the number of shares to be granted in respect of the deferred element, the
Committee determined it appropriate to use a grant price based on the 12-month average
share price to 31 March 2026 being £17.00 (commensurate with the TPIP performance period).
This avoids any unintended consequences of the TPIP and factors in the impact of the recent
fall in share price by materially reducing the effective number of shares to be granted versus
using the current share price (which is the common approach seen in the broader FTSE
market). By way of illustration, the Committee notes that if the share price as at the date of
this report was used, then the number of shares granted would be c.70% higher for the
Executive Directors.
In accordance with the rules of the TPIP approved by shareholders in 2023, 30% of the award
will be paid in cash and 70% will be deferred into nil-cost options vesting in two years.
The Committee also notes that the deferred portion of the TPIP award will remain subject to
ongoing performance underpins, namely:
Balance sheet health – net debt:EBITDA ratio below 3x and no notifiable breach of bank
covenants.
Growth in core services - the number of core services supplied to UW Residential
customers must have increased between the date of award and the date of vesting.
Emissions reductions – Scope 1 and 2 emissions must be lower, at the end of the
vesting period, than the projected Scope 1 and 2 emissions 1.5°C reduction pathway
level for the end of the vesting period, as set out in the Company’s ESG Report
published in the award year.
Reputation - there must have been no material damage to the reputation of the
Company during the vesting period
The Committee will remain cognisant of ongoing shareholder experience in determining whether
these underpins have been met.
Payments to past directors (audited)
There were no payments to past directors during the year.
Payment for loss of office (audited)
There were no payments for loss of office during the year.
Statement of Directors’ Shareholding and Share Interests (audited)
The interests of the directors and their connected persons in the Company’s ordinary shares as
at 31 March 2026 were as set out below.
Beneficially
held
LTIP
2016 –
growth
shares
Deferred
Shares
Bonus
Plan
SAYE
Scheme
Share
options
TPIP
Shareholding
(as a % of
salary)
1
Executive Directors
Stuart Burnett
15,854
7,500
18,259
-
75,000
142,854
30%
Nick
Schoenfeld
14,547
15,000
8,216
-
-
79,114
33%
Non
-
Executive Directors
Charles
Wigoder
5,539,728
-
-
-
-
-
N/A
Phil Bunker
-
-
-
-
-
-
N/A
Gemma
Godfrey
-
-
-
-
-
-
N/A
Bindi Karia
-
-
-
-
-
-
N/A
Telecom Plus PLC Page 106 of 193 31 March 2026
Registered number 3263464
Carla Stent
-
-
-
-
-
-
N/A
Suzi Williams
-
-
-
-
-
-
N/A
1. Based on a share price of 1,292p being the closing mid-market share price on 31 March 2026. The Committee has
adopted a shareholding guideline which requires the executive directors to build up and maintain a shareholding of
at least 200% of salary. See page 93 for further details.
Share interests (audited)
Details of the share awards held by or granted to directors during the year are set out in the
table below (further details on the estimated cost of these awards are set out in note 21 to the
financial statements):
1 April
2025
Grant-
ed
Lapsed
Exercised
31 March
2026
Exer
-
cise
price
per
share
Exercis-
able from
Expiry date
Executive Directors
Stuart Burnett
LTIP 2016
–
growth shares
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 19
31 Aug 26
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 21
31 Aug 26
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 23
31 Aug 26
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 26
31 Aug 26
Deferred Shares Bonus Plan
22 Jul 2021
11,271
-
-
11,271
-
5p
22 Jul 23
22 Jul 31
26 Jul 2022
6,659
-
-
6,659
-
5p
26 Jul 24
26 Jul 32
4 August 2023
18,259
-
-
18,259
5p
4 Aug 25
4 Aug 33
Share options
22 July 2016
50,000
-
-
-
50,000
1047p
22 Jul 19
21 Jul 26
25 July 2019
8,334
-
-
-
8,334
1342p
25 Jul 22
24 Jul 29
25 July 2019
8,333
-
-
-
8,333
1342p
25 Jul 24
24 Jul 29
25 July 2019
8,333
-
-
-
8,333
1342p
25 Jul 26
24 Jul 29
Telecom Plus Incentive Plan
19 July 2024
84,455
-
-
-
84,455
5p
19 Jul 26
19 Jul 34
1 July 2025
-
58,399
-
-
58,399
5p
1 Jul 27
1 Jul 35
Nick Schoenfeld
LTIP 2016
–
growth shares
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 19
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 21
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 23
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 26
31 Aug 26
Deferred Shares Bonus Plan
22 Jul 2021
7,822
-
-
7,822
-
5p
22 Jul 23
22 Jul 31
26 Jul 2022
4,206
-
-
4,206
-
5p
26 Jul 24
26 Jul 32
4 August 2023
8,216
-
-
-
8,216
5p
4 Aug 25
4 Aug 33
Telecom Plus Incentive Plan
19 July 2024
46,772
-
-
-
46,772
5p
19 Jul 26
19 Jul 34
1 July 2025
-
32,342
-
-
32,342
5p
1 Jul 27
1 Jul 35
Non
-
Executive Directors
Telecom Plus PLC Page 107 of 193 31 March 2026
Registered number 3263464
Charles Wigoder
SAYE Scheme
18 August 2021
1,737
-
-
1,737
-
1036p
1 Nov 24
30 Apr 25
The interests awarded to Stuart Burnett and Nick Schoenfeld on 19 July 2024 and 1 July 2025
are in respect of the deferred element of the 2023/24 and 2024/2025 awards under the
Telecom Plus Incentive Plan (70% of the award). The vesting of these options is subject to a
discretionary underpin, which will be assessed with reference to a range of financial and non-
financial metrics.
LTIP 2016
Performance measures and targets for the LTIP 2016 Award are detailed in the 2019 Annual
Report and Accounts on page 69.
Performance Graph showing Total Shareholder Return
The following graph shows the Company’s performance measured by total shareholder return
compared with the FTSE 350 Index for the period 1 April 2016 to 31 March 2026. The FTSE 350
Index has been chosen as the Company is a constituent of this Index.
Source: Workspace by LSEG
Table of Historical Data
The following table sets out the total remuneration and the amount vesting under the annual
bonus and share incentive schemes as a percentage of the maximum that could have been
achieved in respect of the CEO role. Figures are presented from 2017 to 2024 in respect of
Andrew Lindsay who served as sole CEO until November 2021 and then Co-Chief Executive until
August 2024. For 2025 and 2026 the figures have been provided in respect of Stuart Burnett,
who transitioned from Co-Chief Executive to CEO with effect from the date of Andrew Lindsay’s
step down from the Board in August 2024.
Year ended 31 March
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Individual serving in role
Andrew Lin
d
say
Stuart Burnett
Single figure of total
remuneration £’000
523
555
581
594
1,141
1,214
1,520
2,589
2,
203
2,54
2
Telecom Plus PLC Page 108 of 193 31 March 2026
Registered number 3263464
Annual bonus (%)
N/A
N/A
N/A
N/A
62.6
69.5
95.0
N/A
N/A
N/A
Share incentives vesting
(%)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
84.2
62.4
76.2
Annual Percentage Change in Remuneration of directors and employees
The table below sets out the percentage change in each director’s salary/fees, benefits and
bonus for adjacent sets of financial years from 31 March 2021 to 31 March 2026 inclusive,
compared to the average employee remuneration of the Company for each of these elements of
pay, calculated on a full-time equivalent basis. The average employee change has been
calculated by reference to the mean of employee pay.
Year Salary & fees Benefits Bonus
Executive Directors
Stuart Burnett 2025/2026 1.5% 13.3% 24.0%
2024/2025 3.0% 0.0% (23.8)%
2023/2024 5.0% 100.0% 117.3%
2022/2023
1
24.0% 0.0% 102.1%
2021/2022 19.0% 0.0% 23.4%
Nick Schoenfeld 2025/2026 1.5% 16.2% 24.0%
2024/2025 3.0% 18.1% (23.8)%
2023/2024
2
(6.6)% 22.2% 167.6%
2022/2023 5.5% 50.0% 44.2%
2021/2022 1.0% 0.0% 12.2%
Non-Executive Directors
Andrew Blowers
3
2025/2026 (23.1)% N/A N/A
2024/2025 1.9% N/A N/A
2023/2024
47.9% N/A N/A
2022/2023 62.2% N/A N/A
2021/2022 1.0% N/A N/A
Phil Bunker
4
2025/2026 N/A N/A N/A
Gemma Godfrey
4
2025/2026 N/A N/A N/A
Beatrice Hollond 2025/2026 (53.6)% N/A N/A
2024/2025 3.0% N/A N/A
2023/2024 5.0% N/A N/A
2022/2023 33.3% N/A N/A
2021/2022 1.0% N/A N/A
Bindi Karia 2025/2026
5
11.6% N/A N/A
2024/2025
N/A N/A N/A
Carla Stent 2025/2026 14.5
8
% N/A N/A
2024/2025 3.0% N/A N/A
2023/2024 5.0% N/A N/A
2022/2023
6
N/A N/A N/A
Charles Wigoder 2025/2026 3.8%
8
N/A N/A
2024/2025 3.0% N/A N/A
2023/2024 (28.8)% N/A N/A
2022/2023 (37.8)% N/A N/A
2021/2022 1.0% N/A N/A
2020/2021 2.0% N/A N/A
Suzi Williams 2025/2026 27.0
8
% N/A N/A
Telecom Plus PLC Page 109 of 193 31 March 2026
Registered number 3263464
2024/2025 3.0% N/A N/A
2023/2024 5.0% N/A N/A
2022/2023 33.3% N/A N/A
2021/2022
7
1.0% N/A N/A
Average
Employee
2025/2026 7.3% 37.3% 1.4%
2024/2025 21.0% 27.7% (26.0)%
2023/2024 18.4% 39.1% 15.5%
2022/2023 6.0% 0.3% 43.0%
2021/2022 (9.0)% (24.6)% 41.2%
1. Increases due to alignment of Co-CEO remuneration package as detailed in 2023 annual report.
2. Reduction in salary due to introduction of TPIP as explained in 2024 annual report.
3. Includes additional remuneration for Chairmanship of the Company’s Gibraltar insurance company UWI
Limited.
4. Appointed 6 August 2025.
5. Appointed 13 August 2024. For comparative purposes Bindi Karia’s remuneration for the year ended 31 March
2025 has been annualised.
6. Appointed 26 July 2023. For comparative purposes Carla Stent’s remuneration for the year ended 31 March
2024 has been annualised.
7. Appointed 23 July 2020. For comparative purposes Suzi Williams’ remuneration for the year ended 31 March
2021 has been annualised.
8. Increases higher than 1.5% due to re-basing of fees detailed in prior year report and additional roles
undertaken during the current year.
Chief Executive pay ratio (unaudited)
The table below sets out the Chief Executive pay ratio single total remuneration as disclosed on
page 101 (using Andrew Lindsay’s remuneration for the years 2021 to 2024 inclusive for
consistency with prior years’ disclosure, and Stuart Burnett’s remuneration for 2025 and 2026
to reflect Andrew Lindsay’s step down from the Board during the year) to the comparable full-
time equivalent total remuneration of the UK employees whose pay is ranked at the 25th
percentile, median and 75th percentile.
The Company used Option A to calculate the ratios as this is the approach typically preferred by
shareholders and proxy voting agencies. The remuneration figures for the employee at each
quartile were calculated as at that the last day of the relevant financial year.
Year Method 25th percentile
pay ratio
Median pay
ratio
75th percentile
pay ratio
2021 A 59:1 41:1 33:1
2022 A 79:1 44:1 35:1
2023 A 62:1 53:1 42:1
2024 A 111:1 95:1 69:1
2025 A 78:1 67:1 47:1
2026 A 86:1 73:1 51:1
Pay details for the individuals in 2026 are set out below:
CEO 25
th
percentile
(lower
quartile)
50th percentile
(median)
75
th
percentile
(upper
quartile)
Salary £682,000 £27,795 £31,136 £45,905
Total remuneration £2,542,000 £29,695 £35,005 £50,147
Telecom Plus PLC Page 110 of 193 31 March 2026
Registered number 3263464
In the case of the CEO role, the total remuneration comprises a significant proportion in
variable pay. The CEO’s total remuneration therefore varies considerably depending on the level
of performance against the metrics driving the variable pay outcomes. The introduction of the
TPIP has increased the total remuneration of the CEO, however 70% of the award is deferred
into shares over two years and is subject to ongoing performance underpins thus strongly
aligning the CEO’s long-term interests with those of all stakeholders.
The result of the median pay ratio is in line with the Company’s general policy to provide a
competitive remuneration package so as to enable the attraction and retention of high calibre
individuals at each level.
Relative Importance of the Spend on Pay
Set out below is a summary of the Company’s levels of expenditure on pay and other significant
cash outflows to key stakeholders.
Year ended 31 March 2026
£’000
2025
£’000
Change
%
Wages and salaries 92,041
106,634
(13.7)%
Dividends 75,794
66,437
14.1%
Statement of Implementation of the Policy for the financial year commencing 1 April
2026
Information on how the Company intends to implement the Remuneration Policy for the
financial year commencing 1 April 2026 is set out in the Annual Statement on pages 89 to 90.
Advisers to the Committee
Wholly independent and objective advice on executive remuneration is received from the
Committee’s external advisers.
PwC were appointed as Remuneration Committee advisors in August 2022. PwC is one of the
founding members of the Remuneration Consultants Group and is a signatory to its Code of
Conduct.
Fees paid to PwC for their services to the Remuneration Committee during the year, based on
time and expenses, amounted to £22,000 (excluding VAT) (2025: £22,000 excluding VAT).
Shareholder Vote and Shareholder Engagement
Details of the votes cast in relation to the most recent Report and Policy remuneration
resolutions are set out below:
2025 AGM
%
To approve the 2025 Remuneration Report
Votes cast in favour & Chairman discretion
57,354,179
92.89
Votes cast against
4,388,756
7.11
Total
61,742,935
100
Withheld
710,035
Telecom Plus PLC Page 111 of 193 31 March 2026
Registered number 3263464
2023 AGM
%
To approve the Directors’ Remuneration Policy
Votes cast in favour & Chairman discretion
50,395,671
85.07
Votes cast against
8,841,286
14.93
Total
59,236,957
100.00
Withheld
1,224,178
Phil Bunker
Chairman of the Remuneration Committee
On behalf of the Board
22 June 2026
Telecom Plus PLC Page 112 of 193 31 March 2026
Registered number 3263464
Directors’ Report
The directors have pleasure in presenting their report and the audited financial statements for
the year to 31 March 2026.
Principal activities and business review
The Company’s principal activity is to act as a holding company. The Company is incorporated
and domiciled in England and Wales. The list of its subsidiaries is set out on page 168. A full
review of the development of the business is contained in the Strategic Report on pages 2 to
66. A summary of the financial risk management objectives and policies is contained in note 22
to the financial statements. Environmental matters, including greenhouse house gas emissions
are set out in the Sustainability Report on pages 39 to 56.
This Directors’ Report, together with the information in the Strategic Report forms the
management report for the purposes of DTR 4.1.8R. The Strategic Report, the Governance
Reports, which includes this Directors’ Report, and any notes to the Financial Statements
include information that would otherwise be included in the Directors’ Report required under the
Companies Act 2006.
Results and dividends
The profit for the year after tax of £80,670,000 (2025: £76,097,000) has been transferred to
reserves. An interim dividend of 38p per share (2025: 37p) was paid during the year. A final
dividend of 12p per share (2025: 57p per share) is proposed. The adjusted pre-tax profit for
the year ended 31 March 2026 was £132,179,000 (see Financial Review page 21).
Directors
The names of directors who served during the year and their interests, including those of their
connected persons, in the share capital of the Company at the start and end of the year are set
out in the table below. Details of the directors’ share incentive awards are disclosed in the
Directors’ Remuneration Report on pages 106 to 107.
Ordinary 5p shares held at
31 March 2026 31 March 2025
Charles Wigoder
*
8,632,411 8,630,674
Stuart Burnett 15,854 6,566
Nick Schoenfeld 14,547 7,951
Phil Bunker
*
(appointed August 2025) - n/a
Gemma Godfrey
*
(appointed August 2025) - n/a
Bindi Karia
*
- -
Carla Stent
*
- -
Suzi Williams
*
- -
Andrew Blowers
*
(resigned December 2025) n/a -
Beatrice Hollond
*
(resigned August 2025)
n/a 1,800
*
indicates non-executive directors
In respect of the above shareholdings, Mr Wigoder has a non-beneficial interest in 3,092,683
shares (2025: 3,092,683).
Telecom Plus PLC Page 113 of 193 31 March 2026
Registered number 3263464
The powers of directors are set out in the Company’s Articles of Association (the “Articles”).
The Articles may be amended by way of a special resolution of the members of the Company.
The Board may exercise all powers conferred on it by the Articles and in accordance with the
Companies Act 2006, and other applicable legislation.
The Board has established a formal, rigorous and transparent process for the selection and
subsequent appointment of new directors to the Board. The rules relating to the appointment
and replacement of directors are contained within the Articles. The Articles provide that
Directors may be appointed by an ordinary resolution of the members or by a resolution of the
Directors, provided that, in the latter instance, a director appointed in that way retires at the
first Annual General Meeting following their appointment. In addition, shareholders within
excess of 20% of the shares in the Company are entitled under the Articles to appoint a
director and remove any such director appointed.
In accordance with current best practice, all Board directors will be retiring at the forthcoming
AGM and will then offer themselves for re-election.
Directors’ service contracts
The executive directors are each engaged under a rolling contract of service requiring 6 months’
notice of termination on either side. The dates of the executive directors’ service agreements
are as follows:
Date of service
agreement
Nick Schoenfeld 9 October 2014
Stuart Burnett 23 July 2020
All non-executive directors are subject to re-election at each AGM. The appointment of the non-
executive directors may be terminated on either side on three months’ notice. The dates of
each non-executive director’s appointment are as follows:
Date of service
agreement
Expiry of current
term
Charles Wigoder 26 July 2022 2026 AGM
Phil Bunker 23 June 2025 2026 AGM
Gemma Godfrey 23 June 2025 2026 AGM
Bindi Karia 17 June 2024 2026 AGM
Carla Stent 26 July 2022 2026 AGM
Suzi Williams 23 July 2020 2026 AGM
Copies of the service contracts and letters of appointment are held at the Company’s Registered
Office and will be available for inspection within normal business hours / at the Annual General
Meeting.
Directors’ conflicts of interest
The Directors have a statutory duty to avoid situations where they have, or could have, a direct
or indirect interest that conflicts, or possibly may conflict, with the Company’s interests. The
Companies Act 2006 and the Company’s Articles allow the Board to authorise such conflicts of
interest should this be deemed to be appropriate.
The Board has put in place effective procedures for managing and, where appropriate,
approving conflicts or potential conflicts of interest. Under these procedures, the Directors are
Telecom Plus PLC Page 114 of 193 31 March 2026
Registered number 3263464
required to declare all directorships or other appointments to companies which are not part of
the Group, as well as other situations which could give rise to a potential conflict. The Board
will, where appropriate, authorise a conflict or potential conflict, and will impose all necessary
restrictions and/or conditions where it sees fit. The Company maintains a register of directors’
interests which is reviewed regularly by the Board.
Political donations
The Company did not contribute in cash or in kind to any political party, whether by gift or loan.
It will, however, ensure that the Group continues to act within the provisions of the Companies
Act 2006 requiring companies to obtain shareholder authority before they make donations to
political parties and/or political organisations as defined in the Companies Act 2006.
Directors’ and Officers’ liability insurance
The Company maintains appropriate insurance to cover directors’ and officers’ liability and has
provided an indemnity, as permitted by the Companies Act 2006, in respect of all of the
Company’s directors which was in force throughout the financial year and remains in force.
Neither the insurance nor the indemnity provides cover where a director has acted fraudulently
or dishonestly.
Employees
The requirements of the Companies Act 2006 in respect of employees are set out in the
Strategic Report on pages 34 to 38.
Stakeholder engagement
More information on stakeholder engagement, including our relationships with our Partners,
suppliers, customers and our community can be found in the Strategic Report on pages 53 to
55.
Substantial shareholders
As at 31 March 2026, in addition to the directors, the following have notified the Company of
their substantial shareholdings as detailed below:
Percentage of
Number of shares issued share capital
Aberdeen Group PLC 7,243,039 9.0%
Schroders Investment Management 5,850,158 7.3%
JP Morgan Asset Management 5,432,409 6.8%
BlackRock 4,929,256 6.2%
Vanguard Group 4,073,400 5.1%
Primestone Capital 2,456,490 3.1%
Capital structure
Restrictions on the transfer of shares
The Company only has ordinary shares in issue. Other than as set out below, there are no
restrictions on the transfer of the ordinary shares, except where a holder refuses to comply
with a statutory notice requesting details of those who have an interest and the extent of their
interest in a particular holding of shares. In such cases, where the identified shares make up
0.25% or more of the ordinary shares in issue, the directors may refuse to register a transfer of
any of the identified shares in certificated form and, so far as permitted by the Uncertificated
Securities Regulations 2001, a transfer of any of the identified shares which are held in the
Telecom Plus PLC Page 115 of 193 31 March 2026
Registered number 3263464
electronic share dealing system CREST, unless the directors are satisfied that they have been
sold outright to an independent third party.
Other than as set out below and so far as the directors are aware, there were no arrangements
at 31 March 2026 by which, with the Company’s co-operation, financial rights carried by
securities are held by a person other than a holder of securities, or any arrangements between
holders of securities that are known to the Company and which may result in restrictions on the
transfer of securities or on voting rights.
Non-Executive Chairman Charles Wigoder entered into an agreement to charge 325,000 of his
shares in the Company as security for a loan from Barclays Bank Plc (“Barclays”) on 3
December 2013. The loan enabled him to apply for 57,142 ordinary shares as part of his open
offer entitlement which resulted from funding the Company’s entering into the new energy
supply arrangements with npower on 20 December 2013. Under the terms of the charge, title
to the 325,000 shares can be transferred, sold or otherwise dealt with by Barclays following the
occurrence of a failure to pay any amount due and payable under the loan.
On 22 March 2018, Charles Wigoder notified the Company that he had entered into an
agreement to charge 1,404,000 of his shares in the Company as security for a loan from the
Julius Baer Group (“Julius Baer”). Under the terms of the charge, title to the 1,404,000 shares
can be transferred, sold or otherwise dealt with by Julius Baer following an event of default
under the security agreement.
On 23 March 2018, Charles Wigoder notified the Company that he had deposited a further
350,000 of his shares in the Company into a collateral account at Barclays as partial security
for an increase to his existing loan facility. Under the terms of his agreement with Barclays, title
to the 350,000 shares can be transferred, sold or otherwise dealt with by them following an
event of default under the security agreement.
The Company established a Joint Share Ownership Plan (“the JSOP”) on 30 March 2011. As
part of the JSOP an employee benefit trust was established to jointly hold shares with the
participants in the plan (“the JSOP Share Trust”). As at 31 March 2026, the JSOP Share Trust
held 252,638 shares. All voting and dividend rights attached to these shares have been waived.
Share plans
The Company operates a number of share-based incentive plans that provide the Company’s
ordinary shares to participants at exercise of share options upon vesting or maturity. The plans
in operation include the Long Term Incentive Plan (“LTIP”), the Telecom Plus Incentive Plan
(“TPIP”), the Deferred Share Bonus Plan (“DBP”), the Employee Share Option Plans (“ESOPs”),
and the Sharesave Scheme (“SAYE”). Details of these plans are set out in the Directors’
Remuneration Report on pages 88 to 111 and in note 21 to financial statements.
Awards under these plans are satisfied by using either newly issued shares or market
purchased shares held in the JSOP Share Trust. The trustee does not register votes in respect
of these shares and has waived the right to receive any dividends.
Takeovers
There are no significant arrangements to which the Company is party that take effect, alter or
terminate upon a change of control of the Company following a takeover bid, save in relation to
the arrangements with E.ON and EE/BT for the supply of energy and mobile telephony
respectively, or any agreements between the Company and its directors or employees providing
for compensation for loss of office or employment (whether through resignation, purported
redundancy or otherwise) that occurs because of a takeover bid.
Telecom Plus PLC Page 116 of 193 31 March 2026
Registered number 3263464
Authority for purchase of own shares
At the last AGM held on 6 August 2025, the Company obtained authority to purchase up to
7,985,845 ordinary shares representing approximately 10% of the issued ordinary share capital
(excluding treasury shares) as at 30 June 2025. The Company intends to renew this authority
at this year’s AGM.
Treasury shares
The Company held 1,132,705 (2025: 1,132,705) ordinary shares in treasury as at 31 March
2026 with a total value of £15,688,000 (2025: £15,688,000).
Disclosure of information
Each of the directors has confirmed that so far as they are aware, there is no relevant audit
information of which the Company’s auditor is unaware, and that they have taken all the steps
that they ought to have taken as a director in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor is aware of that information.
Corporate governance
The Company’s position in relation to compliance with the requirements of the UK Corporate
Governance Code issued by the Financial Reporting Council is set out mainly in the Corporate
Governance Statement on pages 70 to 79 and form part of this report.
Environment and emissions
In accordance with LR 6.6.6R, climate-related financial disclosures consistent with the Task
Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended
disclosures are contained in the Strategic report on pages 57 to 66. Information on the
Company’s greenhouse gas emissions is set out in the Sustainability Report on pages 51 to 52.
Overseas entities
The Company has two overseas entities: UW Spain S.L.U. in Spain and UWI Limited in Gibraltar
(see note 9 to the financial statements).
Financial instruments
Group companies use financial instruments to manage certain types of risks, including
those relating to credit, foreign currency exchange, cash flow, liquidity, interest rates,
and equity and property prices. Details of the objectives and management of these
instruments are contained in note 22 to the financial statements.
Risk, control and viability
In accordance with the UK Corporate Governance Code, the Directors have assessed the
viability of the Group over a three-year period, taking into account the Group’s current position
and the potential impact of the principal risks and uncertainties set out on pages 25 to 33.
Based on this assessment, the Directors confirm that they have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities as they fall due over
the period to March 2029.
The directors have determined that a three-year period to 31 March 2029 constitutes an
appropriate period over which to provide its viability statement. This is the period focused on by
the Board during the strategic planning process.
Telecom Plus PLC Page 118 of 193 31 March 2026
Registered number 3263464
Statement of Directors’ Responsibilities in Respect of the
Report and Accounts and the Financial Statements
The directors are responsible for preparing the Report and Accounts
and the Group and parent
Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements
for each financial year. Under that law they are required to prepare the Group financial
statements in accordance with UK-adopted international accounting standards and applicable
law and have elected to prepare the parent Company financial statements on the same basis.
Under company law the directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Group and parent
Company and of the Group’s profit or loss for that period. In preparing each of the Group and
parent Company financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant, reliable and prudent;
for the Group financial statements, state whether they have been prepared in accordance
with UK-adopted international accounting standards;
for the parent Company financial statements, state whether applicable UK accounting
standards have been followed, subject to any material departures disclosed and explained in
the financial statements;
assess the Group and parent Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or
the parent Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the parent Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the parent Company and enable them to ensure that its
financial statements comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial
statements will form part of the annual financial report prepared under DTR 4.1.17R and
4.1.18R. The auditor’s report on these financial statements provides no assurance over
whether the annual financial report has been prepared in accordance with those requirements.
Telecom Plus PLC Page 119 of 193 31 March 2026
Registered number 3263464
Responsibility statement of the directors in respect of the annual financial report
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit or
loss of the company and the undertakings included in the consolidation taken as a whole;
and
the strategic report includes a fair review of the development and performance of the
business and the position of the issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Charles Wigoder
Non-Executive Chairman
22 June 2026
Nick Schoenfeld
Chief Financial Officer
22 June 2026
Registered Office
508 Edgware Road
The Hyde, London
NW9 5AB
Telecom Plus PLC Page 120 of 193 31 March 2026
Registered number 3263464
Independent Auditor’s Report to the Members of Telecom
Plus PLC
1. Our opinion is unmodified
We have audited the financial statements of Telecom Plus Plc (“the Company”) for the year
ended 31 March 2026 which comprise the Consolidated Statement of Comprehensive Income,
Consolidated Balance Sheet, Company Balance Sheet, Consolidated and Company Cashflow
Statements, Consolidated Statement of Changes in Equity, Company Statement of Changes in
Equity, and the related notes, including the accounting policies in note (a) to (ac).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are described below. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit
opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the directors on 20 February 2015. Following a tender
process, we were reappointed as auditor by the directors on 16 November 2023. The period of
total uninterrupted engagement is for the twelve financial years ended 31 March 2026.
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed
public interest entities. No non-audit services prohibited by that standard were provided.
Overview
Materiality:
group financial statements
as a whole
£5.9m (2025: £5.5m)
5.2% (2025: 4.9%) of normalised profit before tax
Key audit matters vs 2025
Recurring risks Expected credit losses on
trade receivables
◄►
Telecom Plus PLC Page 121 of 193 31 March 2026
Registered number 3263464
Non-smart meter energy
revenue recognition
▼
Recoverability of parent
company’s investment in
subsidiaries
◄►
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the financial statements and include the most significant assessed
risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. We summarise below the key audit
matters, in decreasing order of audit significance, in arriving at our audit opinion above,
together with our key audit procedures to address those matters and, as required for public
interest entities, our results from those procedures. These matters were addressed, and our
results are based on procedures undertaken, in the context of, and solely for the purpose of,
our audit of the financial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate opinion on these
matters.
The risk Our response
Expected Credit
Losses on Trade
Receivables
(Loss allowance on
trade receivables:
£67.8m; 2025:
£59.5m)
Refer to page 85
(Audit Committee
Report), page 142
(accounting policy)
and pages 172-
174 (financial
disclosures).
Subjective estimate:
Significant estimation
uncertainty is associated with
the expected credit loss
provision over trade
receivables at each reporting
date. Similar to the prior
year, uncertainty is still
heightened by the impact of
the ongoing cost of living
pressure.
The allowance for expected
credit loss is recognised
based on an estimate of
future cash flows, which
gives rise to risk of fraud and
risk of error. In arriving at
this estimate, the Group
considers historical collection
experience of live customers
(those currently receiving
services), closed customers
(those no longer receiving
services), customers with or
without prepayment meters
or repayment plans, the
current ageing profile of
Our procedures included:
— Test of detail: Assessing the
segmentation of debt (principally
by age, between live and closed
customers and between
customers with or without a
prepayment meter or repayment
plan), by selecting a sample of
receivables and agreeing to
supporting documents.
— Reperformance: Recalculating
the expected credit loss provision
in accordance with the Group’s
methodology.
— Historical comparisons:
Evaluate the appropriateness of
the Directors' estimate, by
comparison to historical cash
collection and write off data. We
have agreed the historical data
through a combination of third
party confirmations, and by
selecting a sample of internal data
and agreeing to supporting
documents.
— Our sector experience:
Evaluating how current and future
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debt, and an assessment of
current economic conditions.
As part of our risk
assessment, we determined
that the expected credit
losses for trade receivables
has a high degree of
estimation uncertainty, with
a potential range of
reasonable outcomes greater
than our materiality for the
financial statements as a
whole. The financial
statements (note b) disclose
the sensitivity estimated by
the Group.
economic scenarios are
incorporated into the expected
credit loss, based on our
knowledge of the entity and
experience of the industry in
which it operates.
— Assessing transparency:
Assessing the adequacy of the
disclosures in respect of the
expected credit loss critical
accounting estimates, judgements
and assumptions, sensitivities,
and accounting policies.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature of
the balance is such that we would expect
to obtain audit evidence primarily
through the detailed procedures
described.
Our results
— We found the group’s allowance
for expected credit losses on trade
receivables to be acceptable
(2025: acceptable)
The risk Our response
Non-smart meter
energy revenue
recognition
(£100.8m; 2025:
£130.9m)
Refer to page 85
(Audit Committee
Report), page 143
(accounting policy)
and page 156
(financial
disclosures).
Subjective estimate
A significant element of
revenue recognised in relation
to the supply of gas and
electricity for non-smart
meters is based on the volume
of energy supplied to
customers between the date of
the last meter reading and the
year end.
The method of estimating
usage is reliant on historical
data and is subject to volatility
in weather patterns. These
inputs are provided by third
parties. Since October 2022,
customer consumption
patterns have significantly
changed in response to energy
price fluctuations, reducing the
relevance of historic data. To
Our procedures included:
— Methodology choice:
Considering whether the
methodology used remains
appropriate and assessing
whether the method is
consistently applied at the
year end.
— Test of detail: Performing a
full recalculation of estimated
revenue for both smart and
non-smart meter customers,
and compared the results to
actual total billed revenue,
including assessing the
adjustment applied based on
the company’s observed
energy usage patterns for
smart meter customers.
— Assessing transparency:
Assessing the adequacy of the
disclosures of the accounting
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account for the changes in
consumption patterns, and the
time lag in receiving updated
meter readings for non-smart
meters, the company leverage
their real time Smart meter
usage data to adjust the
estimated usage for non-smart
meters.
While the inputs to calculate
the estimated volume,
including the observed
consumption data from smart
meters provided by third
parties, are straightforward
and objective, there remains a
risk that the application of
these inputs in the calculation
of estimated revenue, could
result in a material
misstatement.
However, as the rollout of
smart meters to customers
continued to progress during
the year, reducing the number
of customers for home energy
usage and therefore revenue
needs to be estimated. This
resulted in a further reduction
in the risk associated with this
key audit matter.
The financial statements
include the revenue estimate
within “Other estimates” in the
material accounting policies
section (page 143) indicating
that management considers
the associated risk to be lower.
estimates, judgements and
assumptions, and accounting
policies in respect of the
estimated non-smart meter
revenue.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature
of the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the estimate of non-
smart meter energy revenue
to be acceptable (2025 result:
acceptable).
Recoverability of
parent company’s
investment in
subsidiary
(£290m; 2025:
£285m)
Refer to page 152
(accounting policy)
and pages 167–168
Low risk, high value
The carrying amount of the
parent company’s investment
in subsidiary represents 99%
(2025: 99%) of the company’s
total assets.
Recoverability of the
investment is not at a high risk
of significant misstatement or
subject to significant
judgement. However, due to
Our procedures included:
— Tests of detail: Comparing
the carrying amount of the
investment with the
subsidiary’s draft balance
sheet to identify whether its
net assets, being an
approximation of its minimum
recoverable amount, was in
excess of its carrying amount
and assessing whether the
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(financial
disclosures).
the materiality of the
investment in the context of
the parent company financial
statement, this is considered
to be the area that had the
greatest effect on our overall
parent company audit.
subsidiary has historically been
profit-making.
— Assessing subsidiary audit:
Considering the results of our
work on that subsidiary’s profit
and net assets.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature
of the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the carrying value of
the company’s investment in
subsidiary to be acceptable.
(2025 result: acceptable).
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £5.9m (2025: £5.5m),
determined with reference to a benchmark of Group profit before tax, normalised to exclude
this year's restructuring cost as disclosed in note 1, of £113m (2025: £111.7m), of which it
represents 5.2% (2025: 4.9%).
Materiality for the parent Company financial statements as a whole was set at £2.8m (2025:
£2.8m), determined with reference to a benchmark of Company total assets, of which it
represents 1% (2025: 1%).
In line with our audit methodology, our procedures on individual account balances and
disclosures were performed to a lower threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75% (2025: 75%) of materiality for the financial statements
as a whole, which equates to £4.4m (2025: £4.1m) for the Group and £2.1m (2025: £2.1m) for
the parent Company. We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified
misstatements exceeding £0.3m (2025: £0.3m), in addition to other identified misstatements
that warranted reporting on qualitative grounds.
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Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of the consolidated
financial statements. The revised standard changes how an auditor approaches the
identification of components, and how the audit procedures are planned and executed across
components.
In particular, the definition of a component has changed, shifting the focus from how the entity
prepares financial information to how we, as the group auditor, plan to perform audit
procedures to address group risks of material misstatement (“RMMs”). Similarly, the group
auditor has an increased role in designing the audit procedures as well as making decisions on
where these procedures are performed (centrally and/or at component level) and how these
procedures are executed and supervised. As a result, we assess scoping and coverage in a
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different way and comparisons to prior period coverage figures are not meaningful. In this
report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are
likely to include risks of material misstatement to the Group financial statements and which
procedures to perform at these components to address those risks.
In total, we identified 8 components, having considered our evaluation of the group’s
operational structure, the existence of common information systems and the presence of the
key audit matters and our ability to perform audit procedures centrally.
Of those, we identified 3 quantitatively significant components which contained the largest
percentages of either total revenue or total assets of the Group, for which we performed audit
procedures.
Accordingly, we performed audit procedures on 3 components. We performed audit procedures
on the items excluded from the normalised Group profit before tax used as the benchmark for
our materiality. We also performed the audit of the parent Company.
We set the component materialities ranging from £2.4m to £4.4m, having regard to the mix of
size and risk profile of the Group across the components.
Our audit procedures covered 98.6% (2025: 98.8%) of group revenue.
We performed audit procedures in relation to components that accounted for 91% (2025: 95%)
of Group profit before tax and 95.3% (2025: 92.3%) of Group total assets.
For the remaining components for which we performed no audit procedures, no component
represented more than 4.4% (2025: 0.7%) of Group total revenue, Group profit before tax or
Group total assets. We performed analysis at an aggregated Group level to re-examine our
assessment that there is not a reasonable possibility of a material misstatement in these
components.
Impact of controls on our group audit
We used IT specialists to assist us in gaining an understanding of the group’s main IT systems
relevant to our audit, and to assess the design of IT general controls over the Group’s main
finance IT system.
We identified IT control deficiencies in previous audits. In the current period, as part of
obtaining an understanding of the IT systems, we identified that these deficiencies still existed.
Consequently, due to the control deficiencies identified, and considering the efficiency and
effectiveness of approaches to gaining the appropriate audit evidence, we adopted a fully
substantive audit approach in all aspects of the audit and therefore increased the extent of our
substantive procedures.
Given we did not rely on IT or other controls, a direct testing approach was used over the
completeness and reliability of data used in auditing key areas such as revenue, accrued
income, and journals. As we were not able to rely on automated controls on journal entries, our
work to respond to the risk of management override of controls considered both automated and
manual journals.
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4. The impact of climate change on our audit
We have considered the potential impacts of climate change on the financial statements as part
of the planning and risk assessment of our audit, and we held discussions with our climate
change professionals to challenge our risk assessment. The key factor relevant to this
consideration is that the principal activity of the company is as a reseller of utility services as
opposed to power generation within the energy sector. This limits any direct impact on the
financial statements and therefore no specific areas of focus were identified. We have read the
disclosure of climate related information in the front half of the annual report and considered
consistency with the financial statements and our audit knowledge
5. Going concern
The Directors have prepared the financial statements on the going concern basis as they do not
intend to liquidate the Group or the Company or to cease their operations, and as they have
concluded that the Group and the Company’s financial position means that this is realistic. They
have also concluded that there are no material uncertainties that could have cast significant
doubt over their ability to continue as a going concern for at least a year from the date of
approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to
identify the inherent risks to its business model and analysed how those risks might affect the
Group’s and Company’s financial resources or ability to continue operations over the going
concern period. The risk that we considered most likely to adversely affect the Group’s and
Company’s available financial resources and metrics relevant to debt covenants over this period
is the ability of the customer base to pay for the services they are using as a result of impacts
from the cost of living crisis.
We considered whether this risk could plausibly affect the liquidity and covenant compliance in
the going concern period by comparing severe, but plausible downside scenarios that could
arise from the risk against the level of available financial resources and covenants indicated by
the Group’s financial forecasts.
We considered whether the going concern disclosure in note (b) to the financial statements
gives a full and accurate description of the Directors’ assessment of going concern.
Our conclusions based on this work:
we consider that the directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate;
we have not identified, and concur with the directors' assessment that there is not, a
material uncertainty related to events or conditions that, individually or collectively, may
cast significant doubt on the Group's or Company's ability to continue as a going concern
for the going concern period; and
we have nothing material to add or draw attention to in relation to the directors'
statement in note (b) to the financial statements on the use of the going concern basis
of accounting with no material uncertainties that may cast significant doubt over the
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Group and Company's use of that basis for the going concern period, and we found the
going concern disclosure in note b to be acceptable; and
The same statement under the Listing Rules set out on pages 116 – 117 is materially
consistent with the financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may
result in outcomes that are inconsistent with judgements that were reasonable at the time they
were made, the above conclusions are not a guarantee that the Group or the Company will
continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or pressure to commit fraud or provide an
opportunity to commit fraud. Our risk assessment procedures included:
Enquiring of directors and the Audit and Risk Committee, and inspection of policy
documentation as to the Group's high-level policies and procedures to prevent and
detect fraud, including the Group's channel for "whistleblowing", as well as whether they
have knowledge of any actual, suspected or alleged fraud.
Reading Board and Audit and Risk committee meeting minutes.
Considering remuneration incentive schemes and performance targets for management
and directors, including the profit before tax target for directors' remuneration.
Using analytical procedures to identify any unusual or unexpected relationships.
Consultation with our own forensic professionals regarding the identified fraud risks and
the design of the audit procedures planned in response to these. This involved the
forensic professionals attending the Risk Assessment and Planning Discussion and
discussion between the engagement partner, engagement quality control reviewer and
the forensic professional.
We communicated identified fraud risks throughout the audit team and remained alert to any
indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit
targets, we perform procedures to address the risk of management override of controls , in
particular the risk that Group management may be in a position to make inappropriate
accounting entries and the risk of bias in accounting estimates such as non smart meter energy
revenue and expected credit loss provisions. On this audit we do not believe there is a fraud
risk related to revenue recognition because revenue constitutes a high value of individually
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small transactions with little judgement, as estimates are based on data obtained from third
parties, with limited opportunities for bias.
We identified a fraud risk related to expected credit losses on trade receivables because of the
significant estimates and judgements required and potential pressures to meet profit targets.
Further details are set out in the key audit matter disclosure in section 2 of this report.
We performed procedures including:
Identifying journal entries to test for all in-scope components based on risk criteria and
comparing the identified entries to supporting documentation. These included revenue, cash
and intangible asset entries posted to unusual accounts.
assessing whether the judgements made in making accounting estimates are indicative of a
potential bias, including assessing Expected credit losses on trade receivables for bias.
Identifying and responding to risks of material misstatement related to compliance with laws
and regulations
We identified areas of laws and regulations that could reasonably be expected to have a
material effect on the financial statements from our general commercial and sector experience,
through discussion with the directors and other management (as required by auditing
standards), and from inspection of the Group’s regulatory and legal correspondence and
discussed with the directors and other management the policies and procedures regarding
compliance with laws and regulations. As the Group is regulated, our assessment of risks
involved gaining an understanding of the control environment including the entity’s procedures
for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to
any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies
considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements
including financial reporting legislation (including related companies' legislation), distributable
profits legislation and taxation legislation and we assessed the extent of compliance with these
laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: compliance with its licence obligations set by
Ofgem, Ofcom, FCA, GFSC. Auditing standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry of the directors and other
management and inspection of regulatory and legal correspondence, if any. Therefore, if a
breach of operational regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
We discussed with the audit committee matters related to actual or suspected breaches of laws
or regulations, for which disclosure is not necessary, and considered any implications for our
audit.
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Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with auditing standards. For example,
the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect material misstatement. We are
not responsible for preventing non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together
with the financial statements. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on
our financial statements audit work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge. Based solely on that work we
have not identified material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the strategic report and the directors'
report;
in our opinion the information given in those reports for the financial year is consistent with
the financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act
2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
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Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency
between the directors’ disclosures in respect of emerging and principal risks and the viability
statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors' confirmation within the Risk, Control and Viability Statement (pages 116 –
117) that they have carried out a robust assessment of the emerging and principal risks
facing the Group, including those that would threaten its business model, future
performance, solvency and liquidity;
• the Principal Risks and Uncertainties disclosures describing these risks and how emerging
risks are identified, and explaining how they are being managed and mitigated; and
• the directors' explanation in the Risk, Control and Viability Statement how they have
assessed the prospects of the Group, over what period they have done so and why they
considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Risk, Control and Viability Statement, set out on pages 116
– 117 under the Listing Rules. Based on the above procedures, we have concluded that the
above disclosures are materially consistent with the financial statements and our audit
knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired
during our financial statements audit. As we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report on these statements
is not a guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency
between the directors’ corporate governance disclosures and the financial statements and our
audit knowledge.
Based on those procedures, we have concluded that each of the following is materially
consistent with the financial statements and our audit knowledge:
• the directors' statement that they consider that the annual report and financial
statements taken as a whole is fair, balanced and understandable, and provides the
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information necessary for shareholders to assess the Group's position and performance,
business model and strategy;
• the section of the annual report describing the work of the Audit Committee, including
the significant issues that the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the
Group's risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in this respect.
8. We have nothing to report on the other matters on which we are required to report
by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the parent Company financial statements and the part of the Directors' Remuneration
Report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on pages 118 - 119, the Directors are
responsible for: the preparation of the financial statements including being satisfied that they
give a true and fair view; such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to
fraud or error; assessing the Group and parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and using the going
concern basis of accounting unless they either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue our
opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
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misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report
prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s
report provides no assurance over whether the annual financial report has been prepared in
accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s members, as a
body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of KPMG LLP , Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
22 June 2026
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Consolidated Statement of Comprehensive Income
For the year ended 31 March 2026
| Note | 2026 | 2025 | |
| £’000 | £’000 | ||
| Revenue | 1 | ||
| Cost of sales | ( | ( | |
| Gross profit | |||
| Distribution expenses | ( | ( | |
| Administrative expenses - other | ( | ( | |
| Restructuring costs | ( | ( | |
| Share incentive scheme charges | 21 | ( | ( |
| Amortisation of energy supply contract intangible | 7 | ( | ( |
| Total administrative expenses | ( | ( | |
Impairment loss on trade receivables | 13 | ( | ( |
| Other income | 1 | ||
| Operating profit | 2 | ||
| Financial income | |||
| Financial expenses | 3 | ( | ( |
| Net financial expense | ( | ( | |
Profit before taxation | |||
| Taxation | 5 | ( | ( |
Profit and total comprehensive income for the period | |||
| Basic earnings per share | 19 | ||
| Diluted earnings per share | 19 |
The accompanying notes form part of these financial statements.
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Consolidated Balance Sheet
As at 31 March 2026
| Assets | Note | 2026 | 2025 |
| Non-current assets | £’000 | £’000 | |
Property, plant and equipment | 6 | ||
Investment property | 6 | ||
Intangible assets | 7 | ||
Goodwill | 8 | ||
Other non-current assets | 12 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | |||
Trade and other receivables | 13 | ||
Current tax receivable | |||
Accrued income | 13 | ||
Prepayments | |||
Costs to obtain contracts | 14 | ||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 16 | ( | ( |
Accrued expenses and deferred income | 17 | ( | ( |
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Long term borrowings | 15 | ( | ( |
Lease liabilities | 15 | ( | ( |
Deferred tax | 10 | ( | ( |
Total non-current liabilities | ( | ( | |
Total assets less total liabilities | |||
| Equity attributable to equity holders of the parent | |||
Share capital | 18 | ||
Share premium | |||
Capital redemption reserve | |||
Treasury shares | 18 | ( | ( |
JSOP reserve | ( | ( | |
Retained earnings | |||
Total equity |
These accounts were approved and authorised for issue by the Board on 22 June 2026 .
The accompanying notes form part of these financial statements.
Company number: 3263464
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Company Balance Sheet
As at 31 March 2026
Note
2026
2025
Assets £’000
£’000
Non-current assets
Investments in subsidiary undertakings
9 290,046
285,041
Other non-current assets
12 2,275
2,275
Total non-current assets 292,321
287,316
Current assets
Trade and other receivables
13 1,569
32
Prepayments and accrued income 197
216
Cash and cash equivalents 12
188
Total current assets
1,778
436
Total assets
294,099
287,752
Current liabilities
Trade and other payables 16 (151)
(16,857)
Accrued expenses and deferred income 17 (36)
(30)
Total current liabilities
(187)
(16,887)
Non-current liabilities
-
-
Total assets less total liabilities
293,912
270,865
Equity
Share capital
18 4,061
4,036
Share premium 167,174
161,491
Capital redemption reserve 107
107
Treasury shares
18
(15,688)
(15,688)
Retained earnings
138,258
120,919
Total equity
293,912
270,865
By virtue of section 408 of the Companies Act 2006 the Company is exempt from presenting a statement of
comprehensive income. The Company made a loss for the year of £1,714,000 before the distributions from subsidiary
companies of £90,000,000 (2025: loss of £1,955,000 before receipt of distributions from subsidiary companies of
£70,000,000).
These accounts were approved and authorised for issue by the Board on 22 June 2026
Stuart Burnett Director
Nick Schoenfeld Director
The accompanying notes form part of these financial statements.
Company number: 3263464
Telecom Plus PLC Page 137 of 193 31 March 2026
Registered number 3263464
Consolidated and Company Cash Flow Statements
For the year ended 31 March 2026
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
Operating activities | £’000 | £’000 | £’000 | £’000 |
Profit before taxation | 88,286 | 68,044 | ||
| Adjustments for: | ||||
Distributions from subsidiary companies | (90,000) | (70,000) | ||
Net financial expense | - | - | ||
Depreciation of property, plant and equipment | - | - | ||
Profit on disposal of fixed assets | ( | - | - | |
Amortisation of intangible assets and impairment | - | - | ||
Amortisation of debt arrangement fees | - | - | ||
Decrease in inventories | - | - | ||
(Increase)/decrease in trade and other receivables (including Costs to obtain contracts) | ( | ( | (1,518) | 226 |
Increase/(decrease) in trade and other payables | 48 | (91) | ||
Decrease in inter-company payable | (16,748) | (7,423) | ||
Share incentive scheme charges | - | - | ||
Corporation tax paid | ( | ( | - | - |
Net cash flow from operating activities | (19,932) | (9,244) | ||
| Investing activities | ||||
Purchase of property, plant and equipment | ( | ( | - | - |
Purchase of intangible assets | ( | ( | - | - |
Purchase of customer contracts | ( | - | - | |
Disposal of property, plant and equipment | - | - | ||
Distributions from subsidiary companies | 90,000 | 70,000 | ||
Interest received | - | - | ||
Cash flow from investing activities | ( | ( | 90,000 | 70,000 |
| Financing activities | ||||
Dividends paid | ( | ( | (75,794) | (66,437) |
Interest paid | ( | ( | - | - |
Interest paid on lease liabilities | ( | ( | - | - |
Drawdown of long term borrowing facilities | - | - | ||
Repayment of long term borrowing facilities | ( | ( | - | - |
Fees associated with borrowing facilities | ( | ( | - | - |
Repayment of lease liabilities | ( | ( | - | - |
Cancellation of ‘B’ shares | ( | - | - | |
Issue of new ordinary shares | 5,550 | 5,821 | ||
Cash flow from financing activities | ( | ( | (70,244) | (60,616) |
Increase/(decrease) in cash and cash equivalents | (176) | 140 | ||
Net cash and cash equivalents at the beginning of the year | 188 | 48 | ||
Net cash and cash equivalents at the year end | 12 | 188 |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 138 of 193 31 March 2026
Registered number 3263464
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
Consolidated
| Capital | Non- | |||||||
| Share | Share | redemption | Treasury | JSOP | Retained | controlling | ||
| capital | premium | reserve | shares | reserve | earnings | interest | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 April 2024 | ( | ( | ||||||
Profit and total comprehensive income | ||||||||
Dividends | ( | ( | ||||||
Credit arising on share options | ||||||||
Deferred tax on share options | ( | ( | ||||||
Issue of new ordinary shares | ( | |||||||
Balance at 31 March 2025 | ( | ( | ||||||
Balance at | ( | ( | ||||||
Profit and total comprehensive income | ||||||||
Dividends | ( | ( | ||||||
Credit arising on share options | ||||||||
Deferred tax on share options | ( | ( | ||||||
Issue of new ordinary shares | ( | |||||||
Cancellation of ‘B’ shares | ( | ( | ||||||
Balance at | ( | ( |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 139 of 193 31 March 2026
Registered number 3263464
Company Statement of Changes in Equity
For the year ended 31 March 2026
Company Share
capital
Share
premium
Capital
redemption
reserve
Treasury
shares
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 April 2024 4,001
151,553
107
(15,688)
115,902
255,875
Loss for the year
-
-
-
-
(1,955)
(1,955)
Distributions from subsidiary companies
-
-
-
-
70,000
70,000
Total comprehensive income for the year
-
-
-
-
68,045
68,045
Dividends
-
-
-
-
(66,437)
(66,437)
Credit arising on share options
-
-
-
-
3,409
3,409
Issue of new ordinary shares
35
9,938
-
-
-
9,973
Balance at 31 March 2025 4,036
161,491
107
(15,688)
120,919
270,865
Balance at 1 April 2025 4,036
161,491
107
(15,688)
120,919
270,865
Loss for the year
-
-
-
-
(1,714)
(1,714)
Distributions from subsidiary companies
-
-
-
-
90,000
90,000
Total comprehensive income for the year
-
-
-
-
88,286
88,286
Dividends
-
-
-
-
(75,794)
(75,794)
Credit arising on share options -
-
-
-
4,847
4,847
Issue of new ordinary shares 25
5,683
-
-
-
5,708
Balance at 31 March 2026
4,061
167,174
107
(15,688)
138,258
293,912
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 140 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
General information
consolidated financial statements of the Company for the year ended 31 March 2026 comprise
the Company and its subsidiaries (together referred to as the ‘Group’) and the Group’s interest
in associates.
Presentation of financial statements
As a result of the relative size and historical volatility of share incentive scheme charges it has
been decided to separately disclose the amounts on the face of the Consolidated Statement of
Comprehensive Income.
In view of the size and nature of the charge as a non-cash item, the amortisation of energy
supply contract intangible asset has also been separately disclosed on the face of the
Consolidated Statement of Comprehensive Income for the period. More information regarding
the intangible asset is set out in note 7 of these financial statements.
Due to the relative size and non-recurring nature of restructuring charges these have also been
separately disclosed on the face of the Consolidated Statement of Comprehensive Income.
In this document references to “short term”, “medium term” and “long term” mean one to two
years, five to seven years, and over seven years respectively.
Material accounting policies
Telecom Plus PLC Page 141 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 142 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 143 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 144 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Telecom Plus PLC Page 145 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Telecom Plus PLC Page 146 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 147 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 148 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 149 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Telecom Plus PLC Page 150 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
(g) Leases (continued)
Telecom Plus PLC Page 151 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Freehold buildings | 50 years | |
Freehold and leasehold improvements | 3 to 25 years | |
Plant and machinery | 15 years | |
| Fixtures, fittings and office equipment | ||
- | Fixtures and fittings | 7 to 10 years |
- | Computer and office equipment | 3 to 5 years |
Motor vehicles | 3 to 4 years |
Telecom Plus PLC Page 152 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Telecom Plus PLC Page 153 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Telecom Plus PLC Page 154 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Material accounting policies (continued)
Telecom Plus PLC Page 155 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
| 2026 | 2025 | |
| £’000 | £’000 | |
| Electricity | 953,975 | 903,069 |
| Gas | 609,884 | 629,301 |
| Landline and broadband | 203,746 | 153,244 |
| Mobile | 98,324 | 84,230 |
| Other | 75,128 | 68,312 |
| 1,941,057 | 1,838,156 |
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Contract liabilities, which are included in deferred income | 1,516 | 1,592 |
Telecom Plus PLC Page 156 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Statutory profit before tax | 112,984 | 105,949 |
| Adjusted for: | ||
| Amortisation of energy supply contract intangible assets | 11,228 | 11,228 |
| Share incentive scheme charges | 4,847 | 3,409 |
| Restructuring costs | 691 | 5,717 |
| Energy platform set up costs | 2,429 | - |
| Adjusted pre-tax profit | 132,179 | 126,303 |
Telecom Plus PLC Page 157 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Operating profit | 125,412 | 115,891 |
| Adjusted for: | ||
| Depreciation, amortisation and impairment | 28,461 | 23,078 |
| EBITDA | 153,873 | 138,969 |
| Energy platform set up costs | 2,429 | - |
| Restructuring costs | 691 | 5,717 |
| Share incentive scheme charges | 4,847 | 3,409 |
| Adjusted EBITDA | 161,840 | 148,095 |
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Long-term borrowings | (232,261) | (191,717) |
| Lease liabilities | (2,263) | (3,168) |
| Less | ||
| Cash on balance sheet | 91,452 | 79,020 |
| Net debt | (143,072) | (115,865) |
| Adjusted EBITDA | 161,840 | 148,095 |
| Net debt/adjusted EBITDA | 0.9x | 0.8x |
Telecom Plus PLC Page 158 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Operating profit | 125,412 | 115,891 |
| Adjusted for: | ||
| Energy platform set up costs | 2,429 | - |
| Restructuring costs | 691 | 5,717 |
| Share incentive scheme charges | 4,847 | 3,409 |
| Adjusted EBIT | 133,379 | 125,017 |
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Long-term borrowings | 232,261 | 191,717 |
| Lease liabilities | 2,263 | 3,168 |
| Less | ||
| Cash on balance sheet | (91,452) | (79,020) |
| Net debt | 143,072 | 115,865 |
| Total equity | 266,771 | 251,510 |
| Total equity + Net debt | 409,843 | 367,375 |
| Adjusted EBIT | 133,379 | 125,017 |
| ROCE | 32.5% | 34.0% |
Telecom Plus PLC Page 159 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
| 2026 | 2025 | |
| £’000 | £’000 | |
| Depreciation and amortisation | 28,461 | 23,078 |
| Profit on disposal of fixed assets | (12) | - |
| Auditor’s remuneration - audit of Company and consolidated accounts | 687 | 716 |
| - audit of UK subsidiaries of the Company | 38 | 35 |
| - audit of overseas subsidiaries of the Company | 137 | 130 |
| - audit related assurance services - Interim Review | 62 | 60 |
| - audit related assurance services - Other | - | 80 |
| Inventories expensed | 15,189 | 12,932 |
| Trade receivables and accrued income impairment loss | 41,207 | 33,389 |
| Rental income | (931) | (1,012) |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Interest costs on bank loans and overdrafts | 15,237 | 13,018 |
| Interest costs on lease liabilities | 62 | 85 |
| Total financial expenses | 15,299 | 13,103 |
Telecom Plus PLC Page 160 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
2026 | 2025 | |
£’000 | £’000 | |
| The total charge in the Statement of Comprehensive Income | ||
| comprised the following: | ||
| Wages and salaries | 92,041 | 106,634 |
| Social security costs | 10,811 | 9,647 |
| Pension contributions | 3,560 | 3,797 |
| 106,412 | 120,078 | |
| Share incentive scheme charges | 4,847 | 3,409 |
| 111,259 | 123,487 |
2026 | 2025 | |
Employees | 2,291 |
| 2026 | 2025 | |
| £’000 | £’000 | |
| Current tax charge | ||
| Current year – UK tax | 31,834 | 29,270 |
| Current year – Foreign tax | 779 | 564 |
| UK corporation tax on CFC deemed income | 406 | - |
| Adjustments in respect of prior years | (502) | (330) |
| 32,517 | 29,504 | |
| Deferred tax charge | ||
| Decelerated capital allowances | (1,695) | (456) |
| Other timing differences | 752 | (148) |
| Adjustment in respect of prior years | 740 | 952 |
| (203) | 348 | |
| Total tax charge | 32,314 | 29,852 |
Telecom Plus PLC Page 161 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
5. Taxation (continued)
| 2026 | 2025 | |
| £’000 | £’000 | |
| Profit before tax | 112,984 | 105,949 |
| Corporation tax using the UK corporation tax rate of 25% (2025: | 28,246 | 26,487 |
| 25%) | ||
| Expenses not deductible for taxation purposes | 3,002 | 2,928 |
| Foreign tax | (495) | (515) |
| Assets ineligible for capital allowances | 270 | 274 |
| Adjustment in respect of share options | - | 56 |
| Adjustments in respect of prior years - current tax | (514) | (330) |
| - deferred tax | 740 | 952 |
| Deferred tax not recognised | (1) | - |
| Other deferred tax adjustments | 1,372 | - |
| R&D expenditure credits | (306) | - |
| Total tax charge | 32,314 | 29,852 |
Telecom Plus PLC Page 162 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Fixtures, | ||||||||
| Freehold | Leasehold | Freehold & | fittings & | |||||
| Investment | land & | land & | leasehold | Plant & | office | Motor | ||
| property | buildings | buildings | improvements | machinery | equipment | vehicles | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| 2026 | ||||||||
| Cost | ||||||||
At 1 April 2025 | 14,141 | 26,980 | 4,641 | 808 | 800 | 22,179 | 735 | 70,284 |
Additions | 100 | 57 | - | 26 | 67 | 198 | - | 448 |
Disposals | - | - | (94) | - | - | - | (53) | (147) |
At 31 March 2026 | 14,241 | 27,037 | 4,547 | 834 | 867 | 22,377 | 682 | 70,585 |
| Depreciation | ||||||||
At 1 April 2025 | (6,246) | (8,556) | (1,537) | (430) | (488) | (20,977) | (632) | (38,866) |
Charge for the year | (134) | (854) | (812) | (183) | (59) | (937) | (59) | (3,038) |
Disposals | - | - | - | - | - | - | 51 | 51 |
At 31 March 2026 | (6,380) | (9,410) | (2,349) | (613) | (547) | (21,914) | (640) | (41,853) |
| Net book amounts | ||||||||
At 31 March 2025 | 7,895 | 18,424 | 3,104 | 378 | 312 | 1,202 | 103 | 31,418 |
At 31 March 2026 | 7,861 | 17,627 | 2,198 | 221 | 320 | 463 | 42 | 28,732 |
Telecom Plus PLC Page 163 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
6. Property, plant and equipment (continued)
Fixtures, | ||||||||
| Freehold | Leasehold | Freehold & | fittings & | |||||
| Investment | land & | land & | leasehold | Plant & | office | Motor | ||
| property | buildings | buildings | improvements | machinery | equipment | vehicles | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Group | ||||||||
| 2025 | ||||||||
| Cost | ||||||||
At 1 April 2024 | 14,141 | 26,958 | 4,500 | 631 | 800 | 21,985 | 735 | 69,750 |
Additions | - | 22 | 141 | 177 | - | 194 | - | 534 |
Disposals | - | - | - | - | - | - | - | - |
At 31 March 2025 | 14,141 | 26,980 | 4,641 | 808 | 800 | 22,179 | 735 | 70,284 |
| Depreciation | ||||||||
At 1 April 2024 | (6,092) | (7,705) | (714) | (280) | (435) | (19,136) | (566) | (34,928) |
Charge for the year | (154) | (851) | (823) | (150) | (53) | (1,841) | (66) | (3,938) |
Disposals | - | - | - | - | - | - | - | - |
At 31 March 2025 | (6,246) | (8,556) | (1,537) | (430) | (488) | (20,977) | (632) | (38,866) |
| Net book amounts | ||||||||
At 31 March 2024 | 8,049 | 19,253 | 3,786 | 351 | 365 | 2,849 | 169 | 34,822 |
At 31 March 2025 | 7,895 | 18,424 | 3,104 | 378 | 312 | 1,202 | 103 | 31,418 |
Telecom Plus PLC Page 164 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
6. Property, plant and equipment (continued)
The operations of the Company were transferred into new head offices at Merit House in 2015
and the former head office building, Southon House, was vacated. Southon House is held as an
investment property and separately disclosed on the balance sheet of the Company.
An independent valuation of Southon House was conducted on 26 May 2026 in accordance with
RICS Valuation – Global Standards effective from 31 January 2025 (the Red Book). The
independent market value of Southon House was determined to be £10.8 million based on the
inputs to the valuation technique used. The valuation was prepared on a Market Value basis as
defined in the Valuation Standards and was primarily derived from using comparable market
transactions carried out on an arm’s length basis. These inputs are deemed unobservable. The
directors believe that there have not been any material changes in circumstances that would
lead to a significant reduction in the market valuation of Southon House from £10.8m.
| Group | IT Software & | |||
| Energy Supply | Customer | Web | ||
| Contract | Contracts | Development | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| 2026 | ||||
| Cost | ||||
At 1 April 2025 | 224,563 | 5,298 | 65,543 | 295,404 |
Additions | - | 46,325 | 16,863 | 63,188 |
Impairment | - | - | (2) | (2) |
At 31 March 2026 | 224,563 | 51,623 | 82,404 | 358,590 |
| Amortisation | ||||
At 1 April 2025 | (127,251) | - | (34,738) | (161,989) |
Charge for the period | (11,228) | (5,159) | (9,036) | (25,423) |
Impairment | - | - | - | - |
At 31 March 2026 | (138,479) | (5,159) | (43,774) | (187,412) |
| Net book amount at 31 | 86,084 | 46,464 | 38,630 | 171,178 |
| March 2026 |
Telecom Plus PLC Page 165 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
7. Intangible assets (continued)
| Group | IT Software & | |||
| Energy Supply | Customer | Web | ||
| Contract | Contracts | Development | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| 2025 | ||||
| Cost | ||||
At 1 April 2024 | 224,563 | - | 54,575 | 279,138 |
Additions | - | 5,298 | 11,472 | 16,770 |
Disposals | - | - | (504) | (504) |
At 31 March 2025 | 224,563 | 5,298 | 65,543 | 295,404 |
| Amortisation | ||||
At 1 April 2024 | (116,023) | - | (27,330) | (143,353) |
Charge for the period | (11,228) | - | (7,912) | (19,140) |
Disposals | - | - | 504 | 504 |
At 31 March 2025 | (127,251) | - | (34,738) | (161,989) |
| Net book amount at 31 | 97,312 | 5,298 | 30,805 | 133,415 |
| March 2025 |
Telecom Plus PLC Page 166 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
7. Intangible assets (continued)
| Group | |
| 2026 | £’000 |
| Cost | |
| At 1 April 2025 and 31 March 2026 | 3,742 |
| Impairment | |
| At 1 April 2025 and 31 March 2026 | - |
| Carrying amounts | |
| At 31 March 2026 | 3,742 |
| 2025 | £’000 |
| Cost | |
| At 1 April 2024 and 31 March 2025 | 3,742 |
| Impairment | |
| At 1 April 2024 and 31 March 2025 | - |
| Carrying amounts | |
| At 31 March 2025 | 3,742 |
Telecom Plus PLC Page 167 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
8. Goodwill (continued)
Telecom Plus PLC Page 168 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
9. Investments (continued)
Investment in subsidiary companies (continued)
Telecom Plus PLC Page 169 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
| Tax effect of temporary differences: | ||||
Accelerated capital allowances | (2,479) | (3,464) | - | - |
Other short term temporary differences | 27 | 27 | - | - |
Transitional tax adjustments relating to IFRS 9 | 21 | 32 | - | - |
Share based payments | 1,158 | 1,910 | - | - |
Transfers from acquisitions | - | - | - | - |
Transfers to liabilities classified as held for sale | - | 30 | - | - |
| (1,273) | (1,465) | - | - |
Group | Company | |||
2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 April | (1,465) | (1,106) | - | - |
| Charged to the Statement of Comprehensive Income | 203 | (348) | - | - |
| Taken to equity | (11) | (11) | - | - |
At 31 March | (1,273) | (1,465) | - | - |
Telecom Plus PLC Page 170 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
11. Leases as lessor (continued)
Finance leases (continued)
The following table sets out a maturity analysis of lease receivables, showing the undiscounted
lease payments to be received after the reporting date:
| 2026 | 2025 | |
| £’000 | £’000 | |
| Less than one year | 16,079 | 7,748 |
| Between one and two years | 14,637 | 7,748 |
| Between two and three years | 13,134 | 7,748 |
| Between three and four years | 11,346 | 7,748 |
| Between four and five years | 7,243 | 3,043 |
| More than five years | 7,188 | 2,598 |
| Total undiscounted lease receivable | 69,627 | 36,633 |
| Unearned finance lease income | (25,781) | (6,627) |
| Net investment in finance leases | 43,846 | 30,006 |
Hire purchase agreements
The following table sets out a maturity analysis of hire purchase agreements receivables,
showing the undiscounted payments to be received after the reporting date:
| 2026 | 2025 | |
| £’000 | £’000 | |
| Less than one year | 1,115 | 1,071 |
| Between one and two years | 1,164 | 1,215 |
| Between two and three years | 1,502 | 1,023 |
| Between three and four years | 1,275 | 1,478 |
| Between four and five years | 580 | 1,085 |
| More than five years | 64 | 152 |
| Total undiscounted hire purchase agreement receivable | 5,700 | 6,024 |
Hire purchase agreements relate to branded vehicles supplied to distributors on hire purchase
agreements.
Telecom Plus PLC Page 171 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
11. Leases as lessor (continued)
Operating leases
The Company’s former head office building, Southon House, is held as an investment property
and rented to third-party tenants. During the year £0.9m (2025: £1.0m) was recognised as
rental income by the Group.
The following table sets out a maturity analysis of the lease payments due to be received from
the tenants of Southon House, showing the undiscounted lease payments to be received after
the reporting date.
| 2026 | 2025 | |
| £’000 | £’000 | |
| Less than one year | 989 | 920 |
| Between one and two years | 734 | 989 |
| Between two and three years | 525 | 883 |
| Between three and four years | 525 | 355 |
| Between four and five years | 525 | 259 |
| More than five years | 525 | 1,813 |
| 3,823 | 5,219 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Hire purchase agreements receivable | 4,585 | 4,953 | - | - |
Finance lease assets | 44,406 | 29,561 | - | - |
Loan to JSOP Share Trust | - | - | 2,275 | 2,275 |
Trade receivables | 33,684 | 25,551 | - | - |
Loan receivable | 6,450 | 6,450 | - | - |
Other non-current receivables | 1,418 | 1,820 | - | - |
Total other non-current assets | 90,543 | 68,335 | 2,275 | 2,275 |
Telecom Plus PLC Page 172 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Trade receivables | 109,546 | 97,002 | - | - |
Other receivables | 19,566 | 20,304 | 1,569 | 32 |
Hire purchase agreements receivable | 1,115 | 1,071 | - | - |
Trade and other receivables | 130,227 | 118,377 | 1,569 | 32 |
Accrued income | 233,335 | 236,798 | - | - |
Trade and other receivables | 130,227 | 118,377 | 1,569 | 32 |
Accrued income | 233,335 | 236,798 | - | - |
Receivables and accrued income (net) | 363,562 | 355,175 | 1,569 | 32 |
Accrued income represents unbilled receivables. Gross accrued income of £236,730,000 (2025:
£239,906,000) has offset against it an allowance for bad debts of £3,395,000 (2025:
£3,108,000), resulting in a net balance of £233,335,000 (2025: £236,798,000). Gross accrued
income includes: £133,987,000 (2025: £134,668,000) revenue yet to be invoiced mainly
relating to March usage; plus unbilled energy debtors of £102,744,000 (2025: £105,238,000).
Unbilled energy debtors represent amounts owed by customers who pay for their energy in
fixed monthly amounts, rather than paying for actual energy usage, with the balance expected
to equalise over the course of a year.
The hire purchase agreements receivable shown separately in the above table relates to the
provision of branded vehicles to Partners. The majority of the vehicles are supplied on interest-
free hire purchase agreements and therefore there are no reconciling items to disclose between
the present value of the minimum lease payments and gross investment in the leases.
Telecom Plus PLC Page 173 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income (continued)
Allowance for credit losses on trade receivables and accrued income from customer
invoicing (continued)
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Allowances as at 1 April | 62,628 | 59,020 | - | - |
| Additions – charged to consolidated income | ||||
| statement | 41,207 | 33,389 | - | - |
Allowances used on fully written down receivables | (32,607) | (29,781) | - | - |
Allowances as at 31 March | 71,228 | 62,628 | - | - |
Analysis of trade receivables and accrued income from customer invoicing
The tables below show an aged debt analysis between debts owed by customers who are still
supplied by the Group (“Live”) and customers who are no longer supplied by the group
(“Closed”).
| As at 31 March | Live | Closed | Total | ||||
| 2026 | Gross | Allowance | Gross | Allowance | Gross | Allowance | Net |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accrued income - not past due | 236,730 | (3,395) | - | - | 236,730 | (3,395) | 233,335 |
| Trade receivables - past due | |||||||
0-30 days | 11,415 | (2,769) | 1,802 | (785) | 13,217 | (3,554) | 9,663 |
31-90 days | 24,014 | (5,701) | 4,296 | (3,468) | 28,310 | (9,169) | 19,141 |
>91 days | 97,641 | (19,612) | 18,865 | (16,152) | 116,506 | (35,764) | 80,742 |
Total past due | 133,070 | (28,082) | 24,963 | (20,405) | 158,033 | (48,487) | 109,546 |
| Trade receivables | |||||||
| Total due in over 1 | 53,030 | (19,346) | - | - | 53,030 | (19,346) | 33,684 |
| year | |||||||
| Total trade | 186,100 | (47,428) | 24,963 | (20,405) | 211,063 | (67,833) | 143,230 |
| receivables | |||||||
Total | 422,830 | (50,823) | 24,963 | (20,405) | 447,793 | (71,228) | 376,565 |
Telecom Plus PLC Page 174 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income (continued)
Analysis of trade receivables and accrued income from customer invoicing (continued)
| As at 31 March | Live | Closed | Total | ||||
| 2025 | Gross | Allowance | Gross | Allowance | Gross | Allowance | Net |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accrued income - not past due | 239,906 | (3,108) | - | - | 239,906 | (3,108) | 236,798 |
| Trade receivables - past due | |||||||
0-30 days | 10,919 | (2,581) | 1,779 | (814) | 12,698 | (3,395) | 9,303 |
31-90 days | 21,470 | (5,060) | 3,460 | (2,846) | 24,930 | (7,906) | 17,024 |
>91 days | 87,893 | (19,315) | 15,759 | (13,662) | 103,652 | (32,977) | 70,675 |
Total past due | 120,282 | (26,956) | 20,998 | (17,322) | 141,280 | (44,278) | 97,002 |
| Trade receivables | |||||||
Total due in over 1 year | 40,793 | (15,242) | - | - | 40,793 | (15,242) | 25,551 |
| Total trade | 161,075 | (42,198) | 20,998 | (17,322) | 182,073 | (59,520) | 122,553 |
| receivables | |||||||
Total | 400,981 | (45,306) | 20,998 | (17,322) | 421,979 | (62,628) | 359,351 |
As at 31 March 2026 and 31 March 2025 the Group had made provision for past due debts and
therefore has no material exposure to trade receivables that were passed due and not
individually impaired.
| 2026 | 2025 | |
| £’000 | £’000 | |
| Commissions paid to acquire contracts | 15,630 | 6,466 |
| Commissions paid in advance | 19,907 | 20,108 |
| 35,537 | 26,574 |
Telecom Plus PLC Page 175 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
14. Costs to obtain contracts (continued)
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| As at 1 April | 191,717 | 176,509 |
| Changes from financing cashflows | ||
| Drawdown of bank loans | 120,000 | 5,000 |
| Drawdown of private placement loans | - | 50,000 |
| Repayment of bank loans | (80,000) | (40,000) |
| Interest paid | (13,733) | (14,400) |
| Total changes from financing cashflows | 26,267 | 600 |
| Interest payments due during the period | 13,733 | 14,400 |
| Other changes - arrangement fees | ||
| Additions | (30) | (584) |
| Amortisation | 574 | 792 |
| Total other changes | 544 | 208 |
| Total long-term borrowings as at 31 March | 232,261 | 191,717 |
| Interest expense | 15,299 | 13,103 |
| Interest paid | (13,733) | (14,400) |
| Due within one year | - | - |
| Due after one year | 233,550 | 193,550 |
| 233,550 | 193,550 |
Telecom Plus PLC Page 176 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
15. Interest bearing loans and borrowings (continued)
Bank loans (continued)
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Due in one year or less | 14,000 | 20,490 |
| Due in more than one year but not more than two years | 14,000 | 20,490 |
| Due in more than two years but not more than five years | 262,731 | 374,234 |
| 290,731 | 415,214 |
Telecom Plus PLC Page 177 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
15. Interest bearing loans and borrowings (continued)
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| As at 1 April | 3,168 | 3,821 |
| Additional lease liability | - | 141 |
| Lease modification | (103) | - |
| Gain on lease modification | 9 | - |
| Changes from financing cashflows | ||
| Payment of lease liabilities | (811) | (794) |
| Interest relating to lease liabilities | (62) | (85) |
| Total changes from financing cashflows | (873) | (879) |
| Interest relating to lease liabilities | 62 | 85 |
| As at 31 March | 2,263 | 3,168 |
| Group | 2026 | 2025 |
| £’000 | £’000 | |
| Due in one year or less | 781 | 863 |
| Due in more than one year but not more than two years | 1,550 | 2,436 |
| Due in more than two years but not more than five years | - | 26 |
| 2,331 | 3,325 |
Telecom Plus PLC Page 178 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
| Current | ||||
Trade payables | 42,900 | 37,183 | 64 | 21 |
Inter-company payables | - | - | 87 | 16,836 |
Other taxation and social security | 20,356 | 11,548 | - | - |
| 63,256 | 48,731 | 151 | 16,857 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Accrued expenses | 185,997 | 187,899 | 36 | 30 |
Energy payment on account creditors | 34,536 | 38,421 | - | - |
Insurance technical provisions | 11,330 | 11,891 | - | - |
Deferred income | 1,516 | 1,592 | - | - |
| 233,379 | 239,803 | 36 | 30 |
Telecom Plus PLC Page 179 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
18. Capital and reserves
2026 | 2025 | |||
| Number | Number | |||
| (‘000) | £’000 | (‘000) | £’000 | |
Authorised ordinary shares of 5p each in the Company | 160,000 | 8,000 | 160,000 | 8,000 |
| Allotted, called up and fully paid ordinary share capital: | ||||
At 1 April | 80,716 | 4,036 | 80,016 | 4,001 |
Issue of new ordinary shares | 504 | 25 | 700 | 35 |
At 31 March | 81,220 | 4,061 | 80,716 | 4,036 |
Authorised ‘B’ shares of 2p each in subsidiary | 650 | 13 | 650 | 13 |
| Allotted and fully paid ‘B’ share capital: | ||||
At 1 April | 330 | 6 | 330 | 6 |
Cancellation of ‘B’ shares | (57) | (1) | ||
At 31 March | 273 | 5 | 330 | 6 |
| Total Group share capital at 31 March | 4,066 | 4,042 |
Telecom Plus PLC Page 180 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
18. Capital and reserves (continued)
2026 | 2025 | |
| £’000 | £’000 | |
| Prior year final paid 57p (2025: 47p) per share | 45,459 | 37,145 |
| Interim paid 38p (2025: 37p) per share | 30,335 | 29,292 |
Telecom Plus PLC Page 181 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
19. Earnings per share
The calculation of basic and diluted earnings per share (“EPS”) is based on the following data:
| 2026 | 2025 | |
| £'000 | £'000 | |
| Earnings for the purpose of basic and diluted EPS | 80,670 | 76,097 |
| Share incentive scheme charges (net of tax) | 3,655 | 2,566 |
| Restructuring costs (net of tax) | 518 | 4,288 |
| Energy platform set up costs (net of tax) | 1,821 | - |
| Amortisation of energy supply contract intangible asset | 11,228 | 11,228 |
Earnings per share based on adjusted profit post tax for the purpose of adjusted basic and diluted EPS | 97,892 | 94,179 |
| Number | Number | |
| (‘000s) | (‘000s) | |
Weighted average number of ordinary shares for the purpose of basic EPS | 79,728 | 79,002 |
| Effect of dilutive potential ordinary shares (share incentive | 1,012 | 1,042 |
| awards) | ||
Weighted average number of ordinary shares for the purpose of diluted EPS | 80,740 | 80,044 |
Adjusted basic EPS 1 | 122.8p | 119.2p |
Basic EPS | 101.2p | 96.3p |
Adjusted diluted EPS 1 | 121.2p | 117.7p |
Diluted EPS | 99.9p | 95.1p |
It has been deemed appropriate to present the analysis of adjusted EPS excluding share
incentive scheme charges due to the relative size and historical volatility of the charges. In
view of the size and nature of the charge as a non-cash item the amortisation of intangible
assets arising from the energy supply agreement with E.ON has also been adjusted. In 2026 it
has also been deemed appropriate to exclude energy platform set up costs due to MHHS given
the one-off non-recurring nature of these charges. The amortisation of the energy supply
contract intangible asset has not been adjusted for taxation as this item does not impact the
amount of corporation tax paid by the Group.
1
Adjusted basic and diluted EPS exclude share incentive scheme charges, the amortisation of the intangible asset
recognised as a result of the new energy supply arrangements entered into with npower in December 2013, energy
platform set up costs and restructuring costs.
Telecom Plus PLC Page 182 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 183 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments
Share options
The Company has three share option plans, two of which are available to employees, the
other to distributors of the Company. The Company also has a Save As You Earn share
option plan (‘the 2025 Employee SAYE Share Option Plan’) for employees. A Deferred
Share Bonus Plan (‘DBP’) is in place for the senior employees and the Telecom Plus
Incentive Plan (“TPIP”) is in place for executive directors (see Directors’ Remuneration
Report).
New employees who have passed the requisite probationary period are issued with options
over shares in the Company, further options are also granted to existing employees
depending on their seniority and length of service (‘The Telecom Plus PLC 2017 Employee
Share Option Plan’ and the ‘Omnibus Share Option Plan’). The 2025 Employee SAYE Share
Option Plan enables employees of the group to acquire shares in the Company in a tax
efficient manner using monies saved from salary over a three-year period.
The distributor scheme (‘The Telecom Plus PLC 2017 Networkers and Consultants Share
Option Plan’) exists to provide incentives to the people who are most successful in
gathering new customers for the Company. As it is not possible to measure directly the
benefit received from these activities, the fair value of the benefit received has been
measured by reference to the fair value of the equity instruments granted.
A reconciliation of movements in the numbers of share options for the Group can be
summarised as follows:
2026 | 2025 | |||
| Number | Weighted | Number | Weighted | |
| average | average | |||
| exercise | exercise | |||
| price | price | |||
At 1 April | 3,585,981 | 1,416p | 4,458,015 | 1,648p |
Options granted | 258,036 | 167p | 513,546 | 136p |
Options exercised | (494,865) | 1,133p | (488,592) | 1,245p |
Options lapsed/expired (restated*) | (304,605) | 1,711p | (896,988) | 1,931p |
At 31 March (restated*) | 3,044,547 | 1,327p | 3,585,981 | 1,416p |
The weighted average share price at the date of exercise for the options exercised during the
year was 1,937.4p (2025: 1,772.2p).
*The prior year comparative for options lapsed/expired has been restated to include 6,100 options which had lapsed in
the prior year and which had previously been omitted. The total number of options at 31 March 2025 has therefore been
restated from 3,592,081 to 3,585,981. The effect of this change is not considered to be material.
Telecom Plus PLC Page 184 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
During the current year ended 31 March 2026 and prior year ended 31 March 2025, the Group
issued share options to employees on the occasions set out below. No share options were
issued to distributors during these periods.
| Share | |||||||
| price at | Exercise | Expected | Risk free | Dividend | Fair value | ||
| grant date | price | volatility | Option life | rate | yield | per option | |
| Grant date | (pence) | (pence) | (%) | (years) | (%) | (%) | (pence) |
| Omnibus Share Option Plan | |||||||
19/07/2024 | 1,784 | 5 | 32.53 | 10 | 3.75 | 4.65 | 1,117 |
10/12/2024 | 1,756 | 5 | 29.17 | 10 | 4.06 | 4.73 | 1,091 |
| 18/07/2025 | 1,984 | 5 | 26.84 | 10 | 3.93 | 4.74 | 1,232 |
| 10/12/2025 | 1,378 | 5 | 27.49 | 10 | 3.50 | 6.82 | 693 |
| Deferred Shares Bonus Plan | |||||||
19/07/2024 | 1,784 | 5 | n/a | 10 | n/a | n/a | n/a |
| 18/07/2025 | 1,984 | 5 | n/a | 10 | n/a | n/a | n/a |
2015 | Employee SAYE Share Option Plan | ||||||
15/08/2024 | 1,826 | 1,786 | 32.87 | 3.5 | 3.75 | 4.65 | 414 |
| 15/08/2025 | 1,870 | 2,003 | 26.66 | 3.5 | 3.79 | 5.03 | 299 |
| Telecom Plus Incentive Plan | |||||||
19/07/2024 | 1,784 | 5 | 29.17 | 10 | 3.75 | 4.65 | 1,117 |
| 01/07/2025 | 1,928 | 5 | 26.86 | 10 | 3.79 | 4.88 | 1,180 |
The Group has used a binomial model to value its share options, with account being taken of
vesting conditions where these were considered material. The expected volatility for the share
option arrangements is based on historical volatility determined by the analysis of daily share
price movements over the previous 12 months.
Telecom Plus PLC Page 185 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
The options outstanding at the end of the year relating to employees are as follows:
| Exercise | |||||
| Number | Number | price per | |||
| 1 April 2025 | 31 March 2026 | share | Exercisable from | Expiry date | |
2007 | Employee Share Option Plan | ||||
| 13 Jul 2015 | 67,875 | - | 985.0p | 13 Jul 2018 | 12 Jul 2025 |
| 10 Dec 2015 | 1,579 | - | 1,074.0p | 10 Dec 2018 | 09 Dec 2025 |
| 22 Jul 2016 | 53,000 | 51,500 | 1,047.0p | 22 Jul 2019 | 21 Jul 2026 |
| 08 Dec 2016 | 16,885 | 7,000 | 1,209.0p | 08 Dec 2019 | 07 Dec 2026 |
| 20 Jul 2017 | 27,226 | 26,052 | 1,117.0p | 20 Jul 2020 | 19 Jul 2027 |
| 12 Dec 2017 | 14,790 | 11,540 | 1,181.0p | 12 Dec 2020 | 11 Dec 2027 |
| 26 Jul 2018 | 39,458 | 23,080 | 1,057.0p | 26 Jul 2021 | 25 Jul 2028 |
| 13 Dec 2018 | 21,661 | 11,361 | 1,370.0p | 13 Dec 2021 | 12 Dec 2028 |
| 25 Jul 2019 | 76,635 | 66,560 | 1,342.0p | 25 Jul 2022 | 24 Jul 2029 |
| 16 Dec 2019 | 53,720 | 33,932 | 1,383.0p | 16 Dec 2022 | 15 Dec 2029 |
| 23 Jul 2020 | 99,200 | 43,170 | 1,382.0p | 23 Jul 2023 | 22 Jul 2030 |
| 16 Dec 2020 | 70,415 | 36,300 | 1,474.0p | 16 Dec 2023 | 15 Dec 2030 |
| 22 Jul 2021 | 95,005 | 57,430 | 1,045.0p | 22 Jul 2024 | 21 Jul 2031 |
| 16 Dec 2021 | 299,366 | 148,635 | 1,520.0p | 16 Dec 2024 | 15 Dec 2031 |
| 26 Jul 2022 | 351,545 | 315,295 | 2,178.0p | 26 Jul 2025 | 25 Jul 2032 |
| 15 Dec 2022 | 427,485 | 362,255 | 2,247.0p | 15 Dec 2025 | 14 Dec 2032 |
| 04 Aug 2023 | 888,400 | 785,300 | 1,647.0p | 04 Aug 2026 | 03 Aug 2033 |
| 12 Dec 2023 | 325,840 | 280,650 | 1,523.0p | 12 Dec 2026 | 11 Dec 2033 |
| Deferred Shares Bonus Plan | |||||
| 22 Jul 2021 | 21,080 | 1,987 | 5.0p | 22 Jul 2023 | 22 Jul 2031 |
| 26 Jul 2022 | 11,923 | 1,058 | 5.0p | 26 Jul 2024 | 26 Jul 2032 |
| 04 Aug 2023 | 55,044 | 33,692 | 5.0p | 04 Aug 2025 | 04 Aug 2033 |
| 19 Jul 2024 | 16,130 | 12,998 | 5.0p | 19 Jul 2025 | 19 Jul 2034 |
| 18 Jul 2025 | - | 13,037 | 5.0p | 18 Jul 2027 | 18 Jul 2035 |
2015 | Employee SAYE Share Option Plan | ||||
| 18 Aug 2021 | 7,447 | - | 1,036.0p | 01 Nov 2024 | 30 Apr 2025 |
| 18 Aug 2022 | 8,813 | 7,857 | 2,156.0p | 01 Nov 2025 | 30 Apr 2026 |
| 17 Aug 2023 | 30,274 | 22,811 | 1,718.0p | 01 Nov 2026 | 30 Apr 2027 |
| 15 Aug 2024 | 31,853 | 23,285 | 1,786.0p | 01 Nov 2027 | 30 Apr 2028 |
| 15 Aug 2025 | - | 18,038 | 2,003.0p | 01 Nov 2028 | 30 Apr 2029 |
| Telecom Plus Incentive Plan | |||||
| 19 Jul 2024 | 215,682 | 215,682 | 5.0p | 19 Jul 2026 | 19 Jul 2034 |
| 01 Jul 2025 | - | 90,741 | 5.0p | 01 Jul 2028 | 01 Jul 2035 |
Telecom Plus PLC Page 186 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
| Exercise | |||||
| Number | Number | price per | |||
| 1 April 2025 | 31 March 2026 | share | Exercisable from | Expiry date | |
| Omnibus Share Option Plan | |||||
| 19 Jul 2024 | 200,850 | 177,951 | 5.0p | 19 Jul 2027 | 19 Jul 2034 |
| 10 Dec 2024 | 36,700 | 35,650 | 5.0p | 10 Dec 2027 | 10 Dec 2034 |
| 18 Jul 2025 | - | 94,100 | 5.0p | 18 Jul 2028 | 18 Jul 2035 |
| 10 Dec 2025 | - | 34,100 | 5.0p | 10 Dec 2028 | 10 Dec 2035 |
| Total employee options | 3,565,881 | 3,043,047 | |||
| Weighted average | |||||
exercise price | 1,419.0p | 1,327.4p |
The options outstanding at the end of the year relating to distributors are as follows:
| Exercise | |||||
| Number | Number | price per | |||
| 1 April 2025 | 31 March 2026 | share | Exercisable from | Expiry date | |
2007 | Networkers and Consultants Share Option Plan | ||||
| 13 Jul 2015 | 18,600 | - | 985.0p | 13 Jul 2018 | 12 Jul 2025 |
| 22 Jul 2016 | 1,500 | 1,500 | 1,047.0p | 22 Jul 2019 | 21 Jul 2026 |
| Total distributor options | 20,100 | 1,500 | |||
| Weighted average | |||||
exercise price | 989.6p | 1,047.0p |
As at 31 March 2026, a total of 1,240,204 share options were exercisable (2025: 997,365)
at a weighted average exercise price of 1,818.57p (2025: 1,267.17p). The average
remaining contractual life of the outstanding options was 6.8 years (2025: 7.2 years).
Telecom Plus PLC Page 187 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
LTIP 2016 – growth shares
The LTIP 2016 comprises the issue to participants of a class of ‘growth’ shares in Utility
Warehouse Limited (“B shares”), which potentially become convertible into ordinary shares in
the Company over a period of typically 3-10 years following the achievement of stretching
targets. If these targets are not achieved, then the growth shares lapse with no value to
participants.
The first awards of growth shares (“B1 shares”) were made to initial participants in the scheme
on 4 April 2017; these included the Chief Executive Officer and Chief Financial Officer of the
Company. In total 325,000 growth shares were issued to the directors and certain senior
employees on 4 April 2017, of which 128,500 have lapsed due to leavers. As set out in the
Directors’ Remuneration Report for the year ended 31 March 2021, a further 37,500 held by
directors were lapsed due to the introduction of the Deferred Share Bonus Plan.
On 30 July 2018 and 20 November 2018, further awards of growth shares were made to certain
senior employees (“B2 shares”). In total 61,500 and 18,000 growth shares were issued
respectively on these dates, of those issued on 30 July 2018 47,500 have lapsed due to leavers
and of those issued on 20 November 2018 13,000 have lapsed.
No further awards will be made under the LTIP 2016.
The fair value of the growth shares issued for the purposes of IFRS 2 has been based on a
Monte-Carlo model and the key assumptions are set out below.
B1 shares – April 2017 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £16.51 | £17.71 | £18.07 | £17.08 |
Number of awards granted | 81,250 | 81,250 | 81,250 | 81,250 |
| Key assumptions | ||||
Share price at grant | £12.10 | |||
Exercise price | Nil | |||
Dividend yield | 4.5% | |||
Expected term | 2.3 to 9.3 years | |||
Risk free rate | 0.11% | to 0.99% | ||
Share price volatility of the Company | 33.2% | |||
| Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
| awards | 6.3% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 11.2% |
Telecom Plus PLC Page 188 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
B2 shares – July 2018 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £10.14 | £10.70 | £10.79 | £9.68 |
Number of awards granted | 15,375 | 15,375 | 15,375 | 15,375 |
| Key assumptions | ||||
Share price at grant | £10.36 | |||
Exercise price | Nil | |||
Dividend yield | 4.9% | |||
Expected term | 3 to 10 years | |||
Risk free rate | 0.86% | to 1.48% | ||
Share price volatility of the Company | 30.9% | |||
| Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
| awards | 5.9% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 10.3% |
B2 shares – November 2018 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £18.23 | £19.39 | £19.17 | £17.39 |
Number of awards granted | 4,500 | 4,500 | 4,500 | 4,500 |
| Key assumptions | ||||
Share price at grant | £13.24 | |||
Exercise price | Nil | |||
Dividend yield | 4.5% | |||
Expected term | 2.7 to 9.7 years | |||
Risk free rate | 0.78% | to 1.35% | ||
Share price volatility of the Company | 29.9% | |||
| Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
| awards | 5.7% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 10.1% |
Telecom Plus PLC Page 189 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
| Financial assets | ||||
Other non-current assets | 90,543 | 68,335 | 2,275 | 2,275 |
Trade and other receivables | 150,133 | 138,485 | 1,569 | 32 |
Accrued income | 233,335 | 236,798 | - | - |
Cash and cash equivalents | 91,452 | 79,020 | 12 | 188 |
| 565,463 | 522,638 | 3,856 | 2,495 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
| Financial liabilities | ||||
Trade and other payables | 42,900 | 39,831 | 151 | 16,913 |
Accrued expenses | 231,863 | 238,211 | 36 | 30 |
Long term borrowings | 232,261 | 191,717 | - | - |
| 507,024 | 469,759 | 187 | 16,943 |
Telecom Plus PLC Page 190 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
Telecom Plus PLC Page 191 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
Telecom Plus PLC Page 192 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
| 2026 | 2025 | |
| £’000 | £’000 | |
Short-term employee benefits | 2,780 | 2,715 |
Social security costs | 426 | 361 |
Post-employment benefits | 56 | 118 |
| 3,262 | 3,194 | |
Share incentive scheme charges | 996 | 797 |
| 4,258 | 3,991 |
Telecom Plus PLC Page 193 of 193 31 March 2026
Registered number 3263464
Notes to the consolidated financial statements
23. Related parties (continued)
Transactions with key management personnel (continued)
| 2026 | 2025 | |
| £’000 | £’000 | |
Salaries, fees, bonuses and benefits in kind | 2,780 | 2,715 |
Gains on exercise of share options | 594 | - |
Pension contributions | 56 | 118 |
| 3,430 | 2,833 |