WITH
DESIGN
LEADING
DFS Furniture plc
Annual Report and Accounts 2025
DFS Furniture plc Annual Report and Accounts 2025

Read more in the Chief Executive’s report on page 8
WELCOME MESSAGE
FROMTHE CEO
I am pleased to share our 2025 Annual Report, a year marked
by strategic progress and an improved financial result. Despite a
challenging market environment, the Group delivered profit and
free cash flow growth through focusing on what we can control;
we grew our market share, our gross margins and improved the
efficiency of our cost base. At the same time we achieved record
netpromoter scores.
I want to sincerely thank our colleagues for their truly outstanding
and consistently high level of determination and dedication to
deliver at their best for the Group and for their help in getting
ustoour strongest ever position in terms of market share.
Tim Stacey
Chief Executive Officer
OUR WEBSITE
We are pleased to announce the launch
ofour newly redesigned corporate
website,built to provide a more engaging,
transparent, and accessible experience
forall our stakeholders. Visit to find out
more about our performance.
dfscorporate.co.uk
OUR PURPOSE AND VALUES
Our purpose is to bring great design and
comfort into every home, in an affordable,
responsible and sustainable manner. Our
customers and our people are at the heart
ofeverything we do, and our culture is
rooted inour core values:
Think customer
Be real
Aim high

Annual Report and Accounts 2025 DFS Furniture plc 1
Strategic Report Corporate Governance Financial Statements Shareholder Information
OUR 2025 PERFORMANCE
HIGHLIGHTS
Good strategic progress driving profit growth
andstrong cash returns in a subdued market.
CONTENTS
Strategic Report
1 Highlights
2 At a glance
4 Purpose driven approach
5 Our fundamentals
6 Chair’s statement
8 Chief Executive’s report
12 Market review
14 Business model
15 Investment case
16 Strategy
18 Key performance indicators
20 Financial review
26 Alternative performance measures
28 Risks and uncertainties
34 Stakeholder engagement and Section 172
36 Responsible business report
47 Task Force on Climate-related Financial Disclosures
53 Viability reporting
Governance Report
55 Chair’s introduction to governance
56 Directors and officers
58 Corporate governance report
66 Audit and Risk Committee report
71 Nomination Committee report
73 Directors’ Remuneration report
88 Directors’ report
92 Statement of Directors’ responsibilities
in respect of the Annual Report and the
financialstatements
93 Independent auditor’s report
Financial Statements
102 Consolidated income statement
103 Consolidated statement of
comprehensiveincome
104 Consolidated balance sheet
105 Consolidated statement of changes in equity
106 Consolidated cash flow statement
107 Notes to the consolidated financial statements
127 Company balance sheet
128 Company statement of changes in equity
129 Notes to the Company financial statements
Shareholder Information
131 Financial history
132 Shareholder information
FINANCIAL HEADLINES
Definitions and reconciliations of Alternative
Performance Measures (‘APMs’) can be found
onpages 26 and 27. Throughout this report,
references to income statement measures including
revenue, EBITDA
1
, profit before tax, and underlying
profit before tax and brand amortisation
1
are in
respect of continuing operations.
Group revenue
£1,030.3m
Profit/(loss) before tax
£32.9m
FY25 FY25
FY25
FY25
FY25
FY25 FY25
£1,030.3m 9.2p
91.8%
54.1%
£30.2m
FY24 FY24
FY24
FY24
FY24
FY24 FY24
£987.1m 1.5p
92.8%
28.3%
£10.5m
(£1.7m) (1.9)p
£32.9m
FY23 FY23
FY23
FY23
FY23
FY23 FY23
£1,088.9m 9.4p
91.3%
18.6%
£30.6m
£29.7m 11.1p
10.5p
Underlying profit before tax, excluding
amortisation of brand names
1
£30.2m
Underlying earnings per share
9.2p
Earnings/(loss) per share
10.5p
Post-purchase NPS
2
91.8%
Established customer NPS
2
54.1%
OPERATIONAL AND
STRATEGIC HIGHLIGHTS
Execution of our strategy consolidating our position
as the clear market leader.
•
Exclusive brand partnership ranges resonating
well with the customer, with La-Z-Boy
partnership launched in the period.
•
Sofology range refresh and promotional
mechanics driving significant order intake growth.
•
Strong performance across all areas of our
vertically integrated group; record established
customer NPS scores achieved.
•
£50m Cost to Operate programme delivered
ayear ahead of plan.
1. Refer to pages 26 and 27 for APM definitions.
2. Net Promoter Scores for the dfs brand.

Annual Report and Accounts 2025 DFS Furniture plc2
Strategic Report
OUR UNPARALLELED
SCALE
AT A GLANCE
BRINGING
GREAT DESIGN
AND COMFORT
INTOEVERYHOME
We are the leading sofa retailing group in the UK
– we operate across two retail brands, offering a
differentiated service and innovative product ranges,
that have broad appeal across different customer
segments and demographics.
dfs
Sofology
dfs and Sofology

Annual Report and Accounts 2025 DFS Furniture plc 3
Strategic Report Corporate Governance Financial Statements Shareholder Information
•
Sofology is the third largest retailer of sofas
inthe UK.
•
It trades through 57 showrooms and its
website.
•
Our Sofology retail brand appeals to a style
conscious customer, willing to invest their time
and money on their perfect sofa. The average
order value for Sofology is 20% higher than
theretail park average.
•
Our Group-wide logistics platform is one of
several key infrastructure components
supporting our retail brands.
•
It is the largest two person sofa delivery
business in the UK.
Delivery vehicles
240
AT A GLANCE CONTINUED
In addition to dfs’s own brand
products, it also offers a wide
range of exclusive products
created in collaboration
with the UK’s top home
andlifestylebrands.
•
dfs is the leading retailer of sofas in the UK
withover 55years’ heritage.
•
It operates 115 showrooms in the UK and
Republic of Ireland, and a leading web platform.
•
Our dfs retail brand is synonymous with
upholstery and has become part of the national
culture. In fact dfs is the most searched for term
in the category with over 50% ofthe UK
population spontaneously aware of the brand.
•
dfs has a track record of working with top home
and fashion brands, to co-create exclusive
product designs and style for our customers.
These sit alongside our exclusive in-house
brands providing great customer choice.
•
dfs is the largest sofa manufacturer in the UK.
OUR BRANDS
FY25 brand revenue
£804.6m
FY25 number of showrooms
115
FY25 brand revenue
£225.7m
FY25 number of showrooms
57

Annual Report and Accounts 2025 DFS Furniture plc4
Strategic Report
PURPOSE DRIVEN APPROACH
OUR PURPOSE
Our purpose is to bring great design and comfort into every home, in an affordable, responsible and sustainable manner.
Our customers and our people are at the heart of everything we do, and our culture is rooted in our core values.
OUR VISION
Our vision is to lead furniture retailing in the digital age.
OUR STRATEGY DELIVERS...
AFFORDABLE...
RESPONSIBLE, SUSTAINABLE LONG-TERM VALUE CREATION...
FOR OUR...
See pages 2 to3
Customers Colleagues Communities Suppliers Environment Investors
Our culture
andvalues
Our culture and values run
through everything we do.
Theyguide our actions and
create a sustainable and
responsible business.
See pages 10 and 77
Business model
Our business model continues
todeliver on our objectives in
challenging market conditions
and creates value for all our
stakeholders.
See pages 14 to15
Our markets
We are the clear market leader
in the upholstered furniture
market. We believe our ‘integrated
retail’ business model allows us to
adapt to fast-changing consumer
shopping habits and positions us
well for the future.
See pages 12 to 13
Governance
Our Board sets the Group’s
purpose and strategy to
promote our long-term
sustainable success.
See page 55
Risk management
We are focused on effectively
mitigating the risks and
uncertainties that may impact
our business operations and
strategic development.
See page 28
Responsibility
andsustainability
Our business is built on the right
ethical foundations to ensure
that with our sofas people feel
more comfortable – in every way.
See pages 36 to 52
Our unparalleled scale
Provides valuable customer and market insight as well as economies of scale and national coverage.
Our retail brands
Our platforms
Technology
and data
Sourcing and
manufacturing
Logistics
See page 17 See page 38
Our exceptional people
People
and culture

Annual Report and Accounts 2025 DFS Furniture plc 5
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OUR FUNDAMENTALS
Our Group benefits from four fundamental advantages that provide
our business model with resilience and position us well for the future.
DELIVERING SUSTAINABLE GROWTH
CLEAR MARKET
LEADER
With 39%
1
of the sofa retailing market, the DFS
Group is over three times the size of our nearest
competitor. This market leadership enables
significant economies of scale benefits.
INTEGRATED
RETAILBUSINESS
We believe our winning combination of digital and
physical assets is the right long-term approach for
the sofa market. With our integrated platform,
we’re ‘channel agnostic’ and flexible to support
customers however they want to shop. This is
supported by our own dedicated manufacturing
and supply chain operations.
SUSTAINABLE
BUSINESSMODEL
We are committed to building a sustainable
business model, both in terms of our impact on
theenvironment and our long-term success and
resilience as a group. Our scale and profitability
have allowed us to invest for the long term
throughout the economic cycle, leaving us with
well-invested platforms to support future growth.
HOME MARKET
OPPORTUNITY
The UK beds and mattresses segment represents
asizeable medium-term opportunity for the Group.
We believe that our existing customer base, our
interest free credit offer and our assets including
sourcing, web and logistics platforms, marketing
expertise and differentiated brand partnerships
leave us well positioned to grow market share in
this segment.
SUSTAINABLE GROWTH
We believe the fundamental strengths of our business model leave the Group well positioned
for medium-term growth in shareholder returns. High levels of free cash flow generation are
along-term feature of our business model.
1. GlobalData August 2025.
1 2 3 4

Annual Report and Accounts 2025 DFS Furniture plc6
Strategic Report
CHAIR’S STATEMENT
The outlook for the Group remains positive despite the challenging
economic and geopolitical environment.
CRAFTING COMFORT,
BUILDING CONFIDENCE
Steve Johnson
Chair of the Board
Read Steve’s profile
onpage 56
This year our revenue performance has improved
significantly compared to the prior year as both our
retail brands successfully implemented our growth
initiatives and grew their market share despite the
subdued market for upholstered furniture in the
UK. We believe that the outlook for the Group
remains positive despite the challenging economic
and geopolitical environment that we operate in.
We have maintained our focus on disciplined cost
management and continued to improve our gross
margins. Delivery against our £50m cost saving
plan has helped limit operating cost increases to
2% year on year despite significant inflationary
headwinds due to the well-publicised increases in
the National Minimum Wage and National Insurance
as well as volume related variable cost increases.
The medium-term prospects for the upholstered
furniture market remain strong and we are optimistic
that our market leading position and our long-term
growth strategy will ensure the business is well
positioned to take advantage as the market recovers.
We will continue to actively manage our cost
basein FY26 in the face of a significant increase
inbusiness rates in April 2026 and an expected
further increase to the National Minimum Wage.
The savings we have made to date demonstrate
ourability to remain agile and reshape our operations
in light of prevailing market conditions.
A retailer is nothing without its colleagues and its
customers. At DFS Group we have built a dedicated
and highly capable team of colleagues who have
demonstrated a consistent ability to deliver a
product and service proposition that continues to
be highly valued by our customers. This underpins
our belief that our two retail brands can continue
togrow their market share.
FINANCIAL RESULTS
We were pleased that full year underlying PBT(A)1
of £30.2m was above the top end of guidance
(£25m to £29m) andan increase of £19.7m year on
year. Reported PBT was £32.9m (FY24: loss of £1.7m).
Our profit performance was driven by strong trading,
gross margin rate progression and continued
costdiscipline.
In an environment of low consumer confidence,
theBoard and the Group Leadership Team have
been focused on achieving the optimum near term
financial results whilst ensuring that the Group
remains primed to respond to a better market and
strengthening our balance sheet to ensure that
wecan invest for the future.
Leverage1 at year end was 1.4x (FY24 year end 2.5x)
which showed a considerable improvement against
prior year, although remaining above our stated
target level of 0.5x–1.0x. Bringing the level down
towards our target using the twin levers of absolute
debt reduction and profit improvement remains a
key focus for the coming year.
1. Refer to pages 26 and 27 for APM definitions.

Annual Report and Accounts 2025 DFS Furniture plc 7
Strategic Report Corporate Governance Financial Statements Shareholder Information
CHAIR’S STATEMENT CONTINUED
STRATEGIC FOCUS
During the year we undertook a restructure of the
leadership team in our two retail brands, creating
new Group Marketing, Commercial and Customer
Services functions to sit alongside the existing
Group functions which support our brands. These
changes support our existing pillars and platforms
strategy, provide greater clarity and consistency,
and allow the Group to make better use of its scale.
We continue to leverage our two market-leading
complementary retail brands, dfs and Sofology;
they appeal to different customer segments and
allow us to target a wide section of the market with
creative direction managed by each brand team.
Each brand curates its own ranges, supported by
specialist in-house design teams. The focus on
innovation continued during the year with further
enhancements to our product ranges, incorporating
new technology into several more ranges to appeal
to a broader group of customers. This approach is
exemplified by our Cinesound
®
technology which
turns home entertainment into a 4D immersive
experience, packed with state-of-the-art features,
including vibration pads and powered head and
footrests. The customer response has been incredibly
positive with these high-end products rapidly
becoming a key differentiator for us in the market.
The dfs team has also focused on developing our
wider Home offering, especially in beds, building
stronger relationships direct with suppliers, with
afocus on both quality and improving the delivery
time to our customers.
We have continued to invest in our national network
of showrooms across the UK and the Republic of
Ireland and in our websites, to ensure they continue
to inspire our customers and provide a leading
customer experience. We were pleased to open
ournew Sofology store in Carlisle shortly after
yearend, in August 2025.
We will continue to assess the pace and priorities
of all our strategic objectives as market conditions
evolve over the next 12 months.
CULTURE AND OUR PEOPLE
Our colleagues and their contribution to our
cultureand values are what make DFS Group great.
Theyare dedicated, enthusiastic and proud of our
market-leading position. They put the customer
first in everything they do and work hard to deliver
outcomes informed by our values.
The market challenges facing retailers over the
lastfew years are well understood and the actions
taken to manage our cost base, improve our customer
NPS scores, build our market share to a record high
and return the Group to a more stable financial
position have required the dedication and
commitment of all our colleagues.
We rely on their skills, knowledge and experience,
competence, agility, and passion for our business
tocontinue to innovate and to continue to deliver
for all our customers in this challenging economic
environment. My thanks on behalf of the Board
goto all of them.
SUSTAINABILITY
We are pleased that during the year our publicly
committed net zero plans were approved by the
Science Based Targets initiative, validating both our
2050 and near-term decarbonisation targets. Given
the vertically integrated nature of our Group our
journey to net zero will not be linear. In some areas
progress is dependent on the development of
innovative technologies but we are pleased with
the progress we are making, and we remain
committed to our ambitious targets. This is
described in more detail in the Responsible
business report on page 36.
GOVERNANCE AND BOARD CHANGES
Good governance is critical for all businesses.
Attimes of continued geopolitical and economic
uncertainty, it plays a particularly key role in
building and retaining trust among a diverse base
of stakeholders. DFS Group operates to a high level
of governance and the Board will maintain this
approach going forward.
Having welcomed Bruce Marsh to our Board at the
start of the financial year, in October we announced
John Fallon had taken the decision to step down as
our CFO. We thank John and wish him the best for
the future. In January we welcomed Marie Wall
tothe Board as our Interim Chief Financial Officer.
Marie is an experienced leader who has previously
held senior finance roles at listed FMCG and retail
businesses including Imperial Brands PLC, Wolseley
PLC and Dixons Carphone PLC. She brings expertise
in retail and finance transformation and has created
value and strengthened our finance team. Then in
February we were pleased to be joined by Tony
Buffin, our new Non-Executive Director. Tony has
significant retail experience that is directly relevant
to the Group’s long-term strategy and will help to
accelerate growth in our brands and develop our
Home offering.
In April Jo Boydell announced her intention to
retirefrom the Board at the close of the AGM
inNovember. Jo was appointed to the Board in
December 2018 and served as Audit and Risk
Committee Chair from April 2019 until the
appointment of Bruce Marsh. We thank Jo forher
wise counsel and significant contribution toDFS
Group and wish her all the very best for thefuture.
All the Directors continue to visit different areas
ofthe Group spending time in our showrooms,
customer distribution centres, factories and design
studios as well as with individual members of the
Group Leadership Team and the Employee Voice
Forum. This helps to ensure that all of the
Non-Executive Directors have a thorough understanding
of the business and that the Non-Executives’
contributions to Board discussions are well
informed and constructive in helping them
ensurethe views of the wider stakeholder
population are considered in any decision.
DIVIDEND
At the time of the interim results in March 2025 the
Board confirmed that due to the ongoing economic
headwinds and the Group’s net debt position being
outside our target range it would not approve the
payment of an interim ordinary dividend.
Given the continuing economic uncertainty the
Board has concluded that to build further resilience
the focus should be on further reducing net debt
and has therefore concluded that it would not be
appropriate to propose a final dividend. We recognise
that this decision may be disappointing for some of
our shareholders. However, we believe that it is in
the best long-term interests of the Group.
LOOKING AHEAD
The Group has developed a unique position at the
heart of British homemaking over the past 55 years.
We are the UK’s largest upholstery retailer and
manufacturer. This, coupled with our in-house
twoperson delivery and service teams, clear
strategy, great leadership team, market-leading
position, innovative products and the strength
ofour brands will allow us to take advantage
ofopportunities todeliver on the expectations
ofcustomers and shareholders and continue
toprovide a rewarding place for our colleagues
tobuild their careers.
As detailed in the Chief Executive’s outlook
statement, the market for upholstery remains
delicately balanced and whilst the Group is not
immune to the impact of the continuing political
uncertainty, the Board considers that the Group is
well placed to manage these challenges and
remains optimistic about thefuture.
I am proud of the Group’s achievements in FY25
and remain confident in the plans that we have
forthe year ahead.
ANNUAL GENERAL MEETING
We continue to encourage all shareholders to
attend our Annual General Meeting, which will
beheld in Doncaster on 14 November 2025.
Thisprovides a great opportunity to hear from
andspeak with members of the Board and
GroupLeadership Team.
Steve Johnson
Chair of the Board
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc8
Strategic Report
All of this has led to revenue and profit growth
with underlying profit before tax and brand
amortisation
2
(uPBT(A)) slightly ahead of expectations ,
up nearly £20m year on year to £30.2m, and reported
PBT up £34.6m year on year to £32.9m. In addition
we have generated good levels of free cash flow
enabling us to reduce our net bank debt by £57.8m
and strengthen our balance sheet.
Stepping back, our Group has evolved considerably
over the last five years. We have simplified our
structures, developed Group platforms to leverage
expertise and scale benefits, continued to grow
ourmarket share and we have what I believe is a
unique culture that binds and energises our people
to help us win with customers and look after each
other. As a result, the Group is strongly positioned
to capitalise on our growth opportunities and any
market recovery.
GOOD STRATEGIC
PROGRESS DRIVING
PROFIT GROWTH
CHIEF EXECUTIVE’S REPORT
Our customer propositions and operating platforms have never been in
better shape with all elements of our vertically integrated business model
working together, efficiently and effectively, leading to record market share
1
,
record customer satisfaction scores and high levels of colleague engagement.
Through focusing on what we can control and executing our strategy we have
delivered a resilient performance, growing profits and free cash flow in a weak
market environment.
Tim Stacey
Chief Executive
Officer
Read Tim’s profile
onpage 56
I am pleased to report that FY25 was a year where
we accelerated our momentum by focusing our
energies and efforts on what we can control and
relentlessly executing our strategy. Our customer
propositions are in great shape across both our dfs
and Sofology retail brands leading to strong Group
order intake growth, up +10.2% year on year, and
continued market share growth in another year
where market demand has remained weak.
The brands have been supported by our operational
platforms working efficiently and effectively.
Strong performance across the customer journey
from our commercial and product design teams,
ourmarketing teams, our retail brands, our
manufacturing operations, The Sofa Delivery
Company logistics business and our service teams
have collectively resulted in us achieving record
established customer NPS scores. This has been
achieved bythe hard work of our fantastic, passionate
and dedicated colleagues and our investment in
data and technology which provides insight, improved
decision making and operational efficiency.
1. Proprietary banking data covering 13 specialist
upholstery retailers.
2. Refer to pages 26 and 27 for APM definitions.

Annual Report and Accounts 2025 DFS Furniture plc 9
Strategic Report Corporate Governance Financial Statements Shareholder Information
CHIEF EXECUTIVE’S REPORT CONTINUED
STRATEGIC UPDATE
Our ambition is to profitably and sustainably grow
our dfs and Sofology retail brands and step change
our share of the non-upholstery Home market
through leveraging our Sourcing and Manufacturing,
Technology and Data, People and Culture and
TheSofa Delivery Company logistics platforms.
The strategic progress we are making is the result
of our focus in three key areas:
Leveraging our scale
andverticalintegration
Through leveraging our scale and vertical integration
we provide a differentiated customer experience
and drive greater efficiency.
The Group has a 39% market share by value
1
with
sales densities in DFS Group over three times that
of our nearest competitor. Given our scale, well
known brands want to work with us to develop
unique and exclusive sofa ranges. We have created
a unique proposition in dfs through working on an
exclusive basis with high quality brand partners
that resonate strongly with the consumer such
asFrench Connection, Joules and Country Living.
Ourrecently launched partnerships with Ted Baker
(FY24) and La-Z-Boy (FY25) and new ranges with
existing partner brands such as the Joules Gilmorton
are all performing well and our exclusive brand
sales mix has reached a record high of over 40%
oftotal dfs brand sales.
Our sales volumes and demand forecasting
capability have enabled us to work with our third
party suppliers to efficiently and effectively service
customers that value obtaining products at speed.
Our suppliers also offer new ranges to us first to
sell on an exclusive basis and as we are a major
customer our scale enables us to source efficiently
and deliver industry leading gross margins. We
have grown our gross margins 70 basis points
inFY25 and through recently combining the
commercial buying teams of the dfs and Sofology
brands under one leader we can share best
practices and further leverage our scale in the
future. We have a highly skilled and creative design
team that research and identify emerging trends in
the wider home categories that can be applied to
our sector. We have the ability to develop a prototype,
test, and put new ranges on our showroom floors in
as little as six weeks enabling us to be first to market.
Interest free credit ('IFC') is a key feature of the UK
upholstery market. Given our scale, we are a major
customer of our IFC lending partners enabling us
tooffer a market leading proposition. This year we
offered IFC on a 48 month term to customers in
keyperiods to drive demand in the weak market
environment and increase average order values
contributing to our strong order intake performance,
ahead of the market2.
Our vertical integration enables us to capture
valueacross the supply chain. We produce around
20% of what we sell in our UK factories and our
scale enables us to operate them efficiently. They
provide the benefits of being able to offer short
lead times and insight to optimise cost pricing for
ranges sourced from third parties. Thisyear we
have improved the efficiency of ourfactories whilst
further enhancing quality.
The Sofa Delivery Company, our logistics operation,
is the largest two person sofa delivery company in
the UK. It delivers for both our retail brands using
the same infrastructure and we offer a seven day
aweek installation and delivery service which is
focused on providing great customer service, including
the removal and recycling of all packaging waste.
This is evidenced by record post-delivery NPS scores
achieved at the same time as reducing our delivery
cost per order despite inflationary headwinds.
Utilising data and technology
Through utilising data and technology we drive
insight, innovation, better decisions and a continuous
improvement approach to operational efficiency.
We have made significant progress over the last
three years in simplifying how we store, access and
connect data and gain insight through developing a
data hub that sources data from around 85 sources.
A good example of how we are utilising data is in
The Sofa Delivery Company where we have powerful
dashboards that enable us to drill down in detail to
drive performance. For instance, we can review the
individual performance of each delivery vehicle by
the hour and review the reasons for failed deliveries
to identify root causes. Having this knowledge has
helped us deliver a 10% efficiency improvement
and reduce failed deliveries to record lows.
The Sofa Delivery Company uses machine learning
through its proprietary software that carries out
dynamic real time route scheduling to optimise van
fill and doorstep time ensuring we maximise the
use of our assets and provide great customer service.
Another example is in retail where we are able
tosignificantly improve our overall store by
storeperformance through the use of store level
dynamic balanced scorecards which improve
visibility and provide real time insight across our
people, processes, customer and financial lenses.
We are also utilising data in marketing to improve
our efficiency of spend and our team recently won
the Bloomreach ‘Data Driven Leader’ award,
recognising our effective and impactful use
ofcustomer data and analytics.
We utilise cutting edge technology to improve the
customer experience and operational performance.
Our proprietary Intelligent Lending Platform (ILP)
now has multiple IFC lending partners operating
across both dfs and Sofology enabling high first
time acceptance rates and management of subsidy
costs, shortening transaction times, enabling in
store conversion uplift in busy periods. ILP also
enables fully digitised processing with no colleague
intervention making the customer journey seamless,
offering customers the credit that is right for them.
We have continued to innovate with more
technology included in our sofas such as wireless
charge points, wine coolers, speakers and vibrating
seats such as in our Cinesound
®
ranges and our
recently patented heated seats.
We continually look to improve the customer
journey and provide a seamless experience across
all channels. This year we have been enhancing
both retail brands’ websites. The dfs brand has
recently launched a personalised homepage that
changes content displayed based on where the
customer isin their journey, providing inspirational
content forthose early in the journey and returning
users totheir previous product selections. This
personalised approach has proven to be a hit with
customers, reducing bounce rate, improving click
through rateand conversion.
We have made numerous enhancements to the
Sofology website including improved image zoom
to provide a detailed view of fabrics, autoplay
videocontent to capture customer attention
andimproved 3D augmented reality coverage.
We have begun to utilise artificial intelligence ('AI')
across a number of areas in the business. We are
utilising a CRM platform in Sofology to develop
AIdriven email marketing campaigns to improve
personalisation of individual communications
bytailoring them to the customer’s online and
offline interactions. There are early indications that
this has yielded a significant conversion rate and
average order value increase. In addition, we have
recently published a case study with our digital
creative and activation platform on the use of AI
forboth media effectiveness and image generation,
asour work to push our digital capability continues.
The advancements we are making with our media
partners led to global first trials with Pinterest
anda Digital Out Of Home award with JCDecaux.
1. GlobalData calendar year 2024 market share
(August2025).
2. Proprietary banking data covering 13 specialist
upholstery retailers.

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Strategic Report
STRATEGIC UPDATE CONTINUED
In our customer service operations we are enhancing
colleague written emails by using AI to draft
written responses to customer service tickets
which has helped reduce resolution times and
increase colleague productivity. Finally, our
in-house creative production capability will
continue to provide us with leading CGI (over
125,000 product images produced) and video
technology across the Group, and a recent ‘Inside
Out’ award nomination globally recognises our
in-house creative excellence.
Harnessing our unique culture
todrive performance
We fully recognise that delivering an exceptional
customer experience requires a dedicated and
passionate workforce. It’s the commitment and
talent of our people that truly drive our business
forward. That is why I feel so strongly about, and
take great pride in, the unique culture we have
cultivated across our Group.
We aim to lead our people with an open and
empathetic leadership style, supported by customer
centric, aspiring values which drives high engagement
levels and ultimately our performance. We assess
colleague engagement levels through our ‘Your Say’
survey and we’ve made good progress with colleague
engagement stepping forwards 11.6%pts year on year.
Expertise in our sector is important. In manufacturing,
from sewing to frame assembly, quality and efficiency
are critical. Equally, our retail teams need to engage
effectively with customers to encourage them to
shop with us– because the overall experience truly
matters, and in The Sofa Delivery Company, high
service levels are imperative as the sofa delivery
isusually our last touch point with the customer.
We invest in our colleagues to help equip them
with the right skills and to develop and progress.
I’m very proud of our Leadership Development
Programme which 12 leaders completed in 2024
with a further 21 taking part in the 2025 cohort.
Inaddition our Group Leadership Academy, which
offers opportunities for colleague development
andstrengthens our future leader pipeline, has
proved popular with more than 500 managers
attending workshops.
To help ensure colleagues stay with us we want
tocreate an environment where everyone feels
welcome, valued and respected. Diversity in our
teams helps us in many ways from obtaining
differing perspectives, increasing creativity and
innovation and being better able to serve a wider
customer base. Our six colleague networks, which
each have senior leadership representation, help us
connect like-minded people and help us to activate
change and engagement initiatives identified in our
inclusion agenda. We are constantly seeking to
raise standards and this year we achieved the ‘strategic
level’ in the Diversity in Retail inclusion maturity curve.
We also want to ensure that our people can
workfor us whilst managing their busy lifestyles.
Recognising this, we adapted our retail model to
increase the availability of part-time roles and in
FY25 the part-time mix in both brands grew over
4%pts with dfs’s part-time mix now over 58%. This
model is facilitated by our workforce management
system that predicts footfall and sales six weeks
ahead, helping us to plan to have the right number
of colleagues at peak times and maximise conversion.
We are also working towards equal gender
representation in our business and are making
progress with 41% of senior leadership roles now
held by female colleagues.
CHIEF EXECUTIVE’S REPORT CONTINUED
1. Proprietary banking data covering cash transactions
from 13 specialist upholstery retailers.
As a result of our strategic
progress we have delivered against
our three key financial areas:
Growth – We achieved strong and consistent
performance across the year with like-for-like order
intake growth of +10.1% in H1 and +10.3% in H2
with both brands gaining share in a market that
was slightly down year on year
1
. The dfs
brand'slike-for-like order intake growth of 8.7%
was driven by new product development, our
industry leading IFC offer and great customer
service with established customer NPS at a record
level of 54.1. Sofology grew order intake by
+16.2% as a result of a significant volume uplift
with the range development and price changes
made at the end ofFY24 proving very effective.
Gross margin – Our gross margin rate stepped on
another 70 basis points year on year to 56.5% as
we target a return to our target and pre-pandemic
average of 58%. Margins improved as a result of
product margin progression supported by cost of
goods savings that more than offset headwinds
from elevated freight rates.
Cost to Operate programme – We achieved
£25.5m of cost savings in FY25 which means
cumulatively we have now surpassed our £50m
annual savings target, a year ahead of expectation.
The Group now has a more efficient cost base and
we have retained operational capacity to capitalise
on any market recovery.

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Strategic Report Corporate Governance Financial Statements Shareholder Information
CHIEF EXECUTIVE’S REPORT CONTINUED
STRATEGIC UPDATE CONTINUED
Our progress in these areas has led to profit growth
with underlying PBT(A)1 up £19.7m to £30.2m.
Wedelivered strong free cash flow1 generation in
the year of £57.8m supported by working capital
inflows arising from our negative working capital
model and from disciplined investment choices.
Asaresult we have strengthened our balance
sheetthrough significantly reducing debt and
ourleverage1 has improved from 2.5x to1.4x.
SUSTAINABILITY
We are committed to reducing our impact on the
environment and I am pleased to report that we
have obtained validation from the Science Based
Targets initiative of our emissions reduction target
to cut emissions by 90% across Scope 1, 2 and 3
by2050. Our emissions are heavily weighted to
Scope 3 and we launched an ‘In This Together’
engagement campaign with our suppliers to set
their own science-based targets. We sought buy-in
to cover 20% of our Scope 3 emissions and surpassed
this by achieving support for 59%. Iwould like to
thank our suppliers for working collaboratively
withus on our journey.
Tackling our Scope 1 emissions is proving challenging
due to the significant investment required to upgrade
our legacy electricity infrastructure and the limited
availability of electric/hydrogen heavy goods
vehicles on the market. However, we remain
committed to our reduction path and are working
toaddress these challenges over the next few years.
We are already making good progress to ensure
our business can make the most of the opportunities
of a circular economy and deliver sustainable
performance and are working to ensure responsible
and sustainable use of materials through transparency
and traceability. All these endeavours will support
the future EU requirement to provide a Digital
Product Passport with every product, a requirement
which we have started work on, with a pilot in FY25.
For further details on sustainability see pages 36 to 52
FUTURE GROWTH
The Group has evolved considerably in the last
fiveyears. We have simplified our structure by
removing sub-scale loss making entities such
asthe Sofa Workshop brand and international
operations in Spain and the Netherlands.
We have developed The Sofa Delivery Company
toachieve scale economies and provide a market
leading delivery and installation service, right-sized
UK manufacturing, and created Group functions
since the Sofology acquisition to create centres of
excellence. The Group is well positioned for future
profitable growth through anumber of avenues:
•
Innovation: Supported by innovative new
product development, leveraging our scale to
offer great value for money, providing leading
customer service through our experienced
colleagues and creating a seamless customer
journey, enabled by technology.
•
Footprint expansion: Sofology new showroom
roll out of one to two showrooms per year,
increasing theestate from 57 to between 65
and 70 showrooms. Weknow the target locations
and there is relatively low cannibalisation when
opening near dfs showrooms.
•
58% gross margins: We are targeting a return
to our pre-pandemic gross margins of 58%.
Recent organisational design changes will
enable better buying opportunities and margin
growth will be further supported by self help
and any Bank of England base rate reductions
and freight rate normalisation.
•
Core sofa market recovery: Market volumes
arec.20% below pre-pandemic levels. Market
recovery is linked to consumer confidence and
the housing market and when the recovery
comes, the operational leverage in the business
is expected to result in high profit growth with
revenue toprofit drop through at around 40%.
•
Growth of share in the £5bn non-upholstery
Home market (beds and mattresses, dining
and other living room furniture): We have
established the foundations to enable future
growth in the non-upholstery Home market
including the roll out of a warehouse management
system, the expansion of some of our exclusive
upholstery brand partnerships to bed frames and
consolidated supply to improve gross margins.
We have recently started to invest in digital
marketing toincrease customer awareness
ofour Home proposition and we are targeting
an incremental £100m of revenue in the
medium term.
•
Business development opportunities:
Wearecurrently trialling providing a two
person delivery service to third party retailers
through The Sofa Delivery Company infrastructure.
We believe that there will be additional opportunities
especially with seasonal furniture retailers and
lower volume sofa retailers to provide a great
customer service and maximise utilisation of our
assets, generating incremental revenue.
CONCLUSION AND OUTLOOK
I believe that our customer proposition has never
been in better shape and that all elements of our
vertically integrated business model are working
together efficiently and effectively, leading
torecord NPS scores. Through focusing on what
we can control and executing our strategy we
havegrown profits and free cash flow in a weak
market environment. This would not have been
possible without the passion and dedication of our
colleagues and I would like to sincerely thank them
all for their hard work and support for our business.
The market demand drivers for the upholstery
sector remain delicately balanced. Consumer
confidence isbelow the long-term average and
inflation remains elevated but housing transactions
have been recovering, consumer savings levels are
relatively high and interest rates look setto fall.
Given the market share gains that we have made
inthe last few years, the recovery in our gross
margins and the significant reduction in our cost
base, despite inflation, I am optimistic about the
future. We will continue to focus on what we can
control and, evenin a subdued market, we expect
to grow our profit before tax in FY26 and further
strengthen our balance sheet. When the market
recovers we are well positioned to achieve strong
growth and importantly profit and cash conversion
and remain committed to achieving our medium
term targets of £1.4bn revenue and 8% PBT margin.
Tim Stacey
Chief Executive Officer
25 September 2025
1. Refer to pages 26 and 27 for APM definitions.

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Strategic Report
MARKET REVIEW
WE ARE THE LEADING SOFA RETAILER IN THE UK
The Group has consolidated its position as the clear
market leader in challenging conditions.
LARGE POTENTIAL CUSTOMER BASE
The Group has a specialist focus on the retail
upholstered furniture segment. The UK upholstery
furniture market was estimated by GlobalData to
be valued at £3.0bn (incl. VAT) in the calendar
year2024. As a Group, we view the beds and
mattresses segment as a key opportunity
increasing our total addressable market
byapproximately £3bn.
CLEAR LEADER IN THE SEGMENT
The Group, through its dfs and Sofology brands, is
the clear leader in the upholstered furniture market,
with 39%1 market share by value in calendar year
2024. This market remains highly fragmented and
we see further opportunities togrow our market
share. We see four broad categories of companies
actively competing in the upholstered furniture
retail market: specialist chains such as dfs, Sofology,
ScS and Furniture Village; independents that are
typically single store operations; predominantly
online furniture retailers such as Wayfair; and
larger general merchandise or homeware retailers
such as Amazon, Argos, Dunelm, Ikea, John Lewis
and Next.
We believe the integration of digital and physical is
the right long-term approach to serveour customers.
Our well-invested ‘integrated retail’ business
model allows us to adapt to changing consumer
shopping habits, and positions us well for the future.
Market conditions are challenging with UK
upholstery market volumes remaining well
belowlong-term average levels.
Historically, the Group has tended to gain market
share during periods of market weakness as weaker
multiples and independent chains have exited the
market. For example, the Group’s market share
increased from c.19% to 24% during the 2008 to
2011 global financial crisis impacted calendar years
and from 33% to 39% in the 2020 to 2024 calendar
years impacted by the Covid pandemic and cost of
living crisis (GlobalData).
Demand is supported by an average seven year
replacement cycle and underpinned by demographic
trends. We believe over shorter time frames the
segment is principally driven by three key factors:
consumer confidence, housing market activity and
consumer credit availability, discussed below. In
addition to these market drivers we do see from
time to time some volatility in market demand
levels caused by particularly hot or cold weather
and significant public events.
1. GlobalData August 2025 report. Market share: calendar year 2024.

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Strategic Report Corporate Governance Financial Statements Shareholder Information
MARKET REVIEW CONTINUED
Market conditions are currently challenging with UK upholstery market demand
levels at a record low. Historically, the Group has been able to grow market share
during economically challenging times.
KEY MARKET DRIVERS
CONSUMER CONFIDENCE
Levels of consumer spending, particularly for big
ticket items, are influenced by general consumer
confidence. In 2020, consumer confidence fell due
to economic and financial uncertainty around the
pandemic, but recovered slightly in 2021. In 2022
consumer confidence fell to record low levels due
to high inflation and elevated interest rates putting
pressure on consumer budgets. Confidence levels
have recovered slightly but remain relatively subdued.
HOUSING MARKET
Independent research conducted on our behalf
suggests that c.20% of upholstery purchases are
triggered by a house move. As the pandemic spread
in spring 2020, government social distancing measures
led to a sharp contraction in housing market activity,
which subsequently bounced back in 2021 as a
result of temporary government measures to reduce
stamp duty payable on residential property purchases .
Housing transactions declined through 2022 and
2023 due to increasing Bank of England base rates
and the cost of living crisis. Throughout 2024 and
2025 we have seen a recovery in housing transactions
back towards longer-term average levels.
CONSUMER CREDIT
Upholstered furniture typically has relatively high
unit prices and the availability of consumer credit
can facilitate purchases and upselling. Through
thepandemic, UK consumers reduced debt, as
government restrictions reduced options for
discretionary spending (e.g. foreign travel and
leisure). Since 2022, consumer unsecured lending
has grown and is broadly in line with long-term
growth rates.
Consumer confidence
1
Housing transactions p.a. ('000
2
) Net unsecured lending growth
3
(%)
2025 2025 2025YTD (19.7)
(17.8
(29.3)
(24.3)
(38.5)
(12.7)
YTD +16.6% YTD 6.6
7.9
7.8
6.1
6.5
8.3
10.0
1,093
1,024
1,265
1,480
1,040
1,177
1,189
1,223
(14.5) (3.5)
(2.0)
(8.8)
(9.5)
2024 2024 2024
2022 2022 2022
2019 2019 2019
2023 2023 2023
2020 2020 2020
2021 2021 2021
2017 2017 2017
2018 2018 2018
1. GfK UK Consumer Confidence average of individual month scores for each year.
2. HMRC – number of residential property transaction completions with a value over £40,000 for the UK, seasonally adjusted.
3. Monthly 12 month growth rate of total (excluding the Student Loans Company) Sterling net consumer credit lending to
individuals (in percent) seasonally adjusted.

Annual Report and Accounts 2025 DFS Furniture plc14
Strategic Report
BUSINESS MODEL
A FULLY INTEGRATED CUSTOMER JOURNEY
OUR GROUP USP:
•
Highly skilled design teams
and experienced buyers that
curate innovative and distinct
ranges, including Cinesound
and the Platinum collection
•
Exclusive partnerships with
well known high quality
brands such as La-Z-Boy,
TedBaker, Joules, French
Connection, Country Living
and House Beautiful.
•
Retail brands that are
household names, memorable
advertising, and award winning
data driven marketing
BENEFITS FOR CUSTOMERS:
•
Access to high quality,
wellknown UK brands
•
Experience the latest
technology such as our 4D
immersive cinema sofas and
our patented heated seats
•
We have the ability to
develop a prototype, test,
and put new ranges on our
showroom floors in as little
as six weeks, giving customers
the latest innovations in
upholstered furniture
DESIGN AND INSPIRE
OUR GROUP USP:
Best online brand strength
‘DFS’ is searched for
1.5x
more than the term ‘sofas’
Best sales teams
94%
of people would recommend
Sofology having purchased
within a Sofology showroom
92%
dfs post-purchase
NPS score
Best enhanced technology
The largest collection of
augmented reality (AR) assets
accessed through a web browser
in the furniture category
BENEFITS FOR CUSTOMERS:
Best experience
Thecritical‘sit test’:
88%
of dfs customers visit
ashowroombefore buying
Best e-commerce platform
Purchase online, in the
showroom, over the phone
orbuild an order in the
showroom and complete
thetransaction athome
INTEGRATED RETAIL CHANNEL
OUR GROUP USP:
Our installation experts operate
from customer distribution
centres spread across the UK
and Ireland using custom-built
route-mapping technology
to reduce lead times, lower
emissions and optimise efficiency.
BENEFITS FOR CUSTOMERS:
•
Market leading technology
ensures our customers
stayinformed from the
pointof sale right through
toinstallation
•
Our data driven approach and
powerful dashboards enable
us to drive performance across
the network resulting in a
great customer experience
OUR GROUP USP:
We manufacture around 20%
ofthe Group’s sofa orders in our
own British factories, resulting
inshorter lead times and greater
oversight on sustainability.
Wesource the remainder from
our trusted partners.
BENEFITS FOR CUSTOMERS:
•
We’re able to offer short lead
times to our customers
•
Economies of scale benefits
enable us to offer customers
great value for money
•
Fantastic product quality
OUR GROUP USP:
Occasionally things go wrong
and, if they do, we have our own
teams of upholsterers that are
on hand to visit customers’
homes and address any
after-sales issues.
BENEFITS FOR CUSTOMERS:
•
After-sales issues
addressedin customers’
homes by our highly trained
service upholsterers
SECTOR LEADING
OPERATING MARGINS
Scale advantages across the
value chain, from sourcing and
shipping rates to maximising
delivery and service fleet utilisation.
GROWING
MARKINGSHARE
We have a history of growing
our market share over the long
term in all economic climates.
Our exclusive brands enable
usto target the majority of the
market and we have a clear
opportunity to grow further.
STRONG CASH
GENERATION
We aim to deliver high levels
offree cash flow generation,
enabling us to invest for growth
and return funds to shareholders.
INVESTING INTHE BUSINESS
We reward our colleagues fairly,
maintain and enhance our existing
assets and selectively invest in
growth opportunities to optimise
the returns for our shareholders.
MANUFACTURE OUTCOMES
DELIVER AND INSTALL
SERVICE

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Strategic Report Corporate Governance Financial Statements Shareholder Information
GROWTH AMBITIONS
Revenue
£1.4bn
PBT margin
8%
INVESTMENT CASE
“The Group is strategically
well-positioned to deliver
robust growth in shareholder
returns, driven by its strong
market leadership position
and ongoing focus
oninnovation and
operationalexcellence.”
Tim Stacey
Chief Executive Officer
DELIVERING
SUSTAINABLE
GROWTH
COMPLEMENTARY BRANDS
dfs and Sofology are two complementary
retailbrands that are household names and
collectively target the majority of the market.
We have good growth opportunities in our core
business through market share growth, market
recovery potential and increasing the Sofology
estate to between 65 and 70 showrooms.
UNPARALLELED SCALE
We are the largest upholstery retailer
intheUK, over three times the size of our
nearestcompetitor.
We gain valuable customer and market insight
as well as significant economies of scale
benefits across the value chain.
VERTICALLY INTEGRATED
We design, retail, manufacture, deliver
andinstall and provide after sales service.
We have full control of the customer journey
and capture value across the supply chain.
WELL INVESTED PLATFORMS
Our sector leading margins and high free cash
flow generation enable us to reinvest to make
our business stronger.
Our well invested websites and modern, well
located showrooms provide inspirational settings
leading to market leading sales densities and
our investment in technology and data provides
a seamless customer journey across all channels,
enabling operational efficiency and improved
decision making.
HOME MARKET
OPPORTUNITY
The wider home market1 is an attractive
opportunity, expanding our total addressable
market by £5bn.
We can utilise our existing assets and
relationships, our showrooms, our websites,
our exclusive brand partnerships and our
data-led marketing strategy to gain market
share efficiently.
EXCEPTIONAL PEOPLE
We have over 55 years of expertise and recruit,
train and retain individuals who we believe are
the best in the industry.
The dedication, talent and loyalty of our
colleagues who live our values day in day out
are what really drives this business forward.
HIGHER CASH
GENERATIVEMODEL
The majority of the products we sell are made
to order. We operate with negative working
capital and our maintenance capital
requirements of c.1.5% to 2% of revenue
arerelatively low, enabling us to reinvest
inthebusiness for growth andreturn funds
toshareholders.
1. Beds and mattresses, dining and other living
roomfurniture.

Annual Report and Accounts 2025 DFS Furniture plc16
Strategic Report
STRATEGY
Our vision is to lead furniture retailing
in the digital age, and we pursue this
through our ‘Pillars and Platforms’ strategy
which will unlock new categories of growth,
whilst leveraging our proven andleading
upholstery market made-to-order
modeladvantages.
The growth of our three pillar brands
dfs,Sofology and our expansion into the
non-upholstery market with Home will
be enabled by our four Group platforms:
sourcing and manufacturing, technology
and data, people and culture and The
SofaDeliveryCompany logistics platform.
The strategy reflects the Group’s
expertiseand scale and the ability
to utilise our enabling platforms to
improveoperational efficiency and
growthacross our brand portfolio.
Financials
Pillars
Platforms
NEW PRODUCTS AND
SERVICES TO ENGAGE
CUSTOMERS
GROW THE SHOWROOM
ESTATE THROUGHOUT
THE UK
INVEST TO GROW BEDS
AND MATTRESS SALES
TECHNOLOGY
AND DATA
SOURCING AND
MANUFACTURING
LOGISTICS PEOPLE AND
CULTURE
ESG
Customer
Market
Group
strategy
UNLOCKING GROWTH

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Strategic Report Corporate Governance Financial Statements Shareholder Information
NEW PRODUCTS AND SERVICES TO ENGAGE CUSTOMERS
•
Range enhancements including successfully launching new
brandpartnerships
•
Continued innovation to be first to market with new concepts
•
Continual improvement of the customer experience
TO FURTHER GROW THE SHOWROOM ESTATE
THROUGHOUT THE UK
•
Refine and optimise ranges
•
Roll out of showrooms on the route to targeted 65 to 70 locations
•
Continual improvement of the customer experience
INVEST TO GROW BEDS AND MATTRESS SALES,
LEVERAGING THE FOUNDATIONS ALREADY LAID
•
Growth in the £5bn non upholstery Home market - starting with
the beds and mattresses segment as a key opportunity increasing
our total addressable market by approximately £3bn
•
Investment to grow brand awareness as we target an incremental
£100m of revenue
TECHNOLOGY AND DATA
Using data and technology to unlock growth in
our brands and optimise operational performance
•
Development and enhancement of our websites and customer
contact platforms
•
Continue to trial AI to improve the customer experience
SOURCING AND MANUFACTURING
Optimising our own manufacturing
andoursupplierportfolio
•
Grow gross margin rate to 58% target
LOGISTICS
Best in market two person delivery
andinstallation
•
Continue to optimise operational performance
•
Explore opportunities to further utilise asset base
PEOPLE AND CULTURE
Attract, grow and retain the best talent
•
Continue to develop our Employee Value Proposition ('EVP')
ensuring our external perception is appealing and matches
ourinternal reality
•
Develop our leadership pipeline
STRATEGY CONTINUED
PILLARS IN FOCUS PLATFORMS IN FOCUS
We are committed to building a sustainable business model, both
interms of our impact on the environment and preserving our
long-term success as a Group.
Read more about our ESG strategy on pages 46 to 52
EMBEDDING ESG INTO OUR STRATEGY

Annual Report and Accounts 2025 DFS Furniture plc18
Strategic Report
KEY PERFORMANCE INDICATORS
FINANCIAL
1. Refer to pages 26 and 27 for APM definitions.
FY25 FY25
FY25 FY25
FY25£1,388.3m 1.4x
16.3%
£30.2m
FY24 FY24
FY24 FY24
FY24£1,311.8m 2.5x
10.8%
£10.5m
FY23 FY23
FY23 FY23
FY23£1,423.6m 1.9x
13.5%
£30.6m
Gross sales
1
£1,388.3m
Underlying profit before tax, excluding
amortisation of brand names
1
£30.2m
Banking leverage
1
1.4x
Description
Gross sales represents the total amounts payable
by external customers for goods and services supplied
by the Group, including the cost of interest free
credit and aftercare services (for which the Group
acts as an agent), delivery charges and value added
and other sales taxes.
Performance
Increase from strong order intake performance
during the year.
Description
Profit before tax from continuing operations
adjusted for non-underlying items and amortisation
associated with acquired brands.
Performance
Increase driven by improved sales performance,
gross margin expansion and good cost control.
Description
Ratio of period end net bank debt to bank covenant
(IAS 17) EBITDA for the previous twelve months.
Performance
Decrease driven by higher EBITDA and reducednet
bank debt.
Underlying return on capital employed
1
16.3%
Free cash flow
1
£57.8m
£57.8m
(£15.1m)
(£7.3m)
Description
Underlying return on capital employed (‘underlying
ROCE’) is underlying post-tax operating profit from
continuing operations expressed as a percentage of
the sum of property, plant and equipment,
computer software, right of use assets and
workingcapital.
Performance
Increase driven by improved profitability in
theperiod with a lower asset base.
Description
Free cash flow is the change in net bank debt for
the period after adding back dividends and the cost
of purchasing own shares.
Performance
Increase driven by stronger trading performance,
and working capital inflows due to phasing of the
strong order intake and sales performance in the
final quarter.

Annual Report and Accounts 2025 DFS Furniture plc 19
Strategic Report Corporate Governance Financial Statements Shareholder Information
KEY PERFORMANCE INDICATORS CONTINUED
Read more on page 17
NON-
FINANCIAL
Key to strategic links
Sourcing and manufacturing
Technology and data
Logistics
People and culture
FY25
FY25FY25
FY25FY2591.8%
92.1%54.1%
5749.5
FY24
FY24FY24
FY24FY2492.8%
77.1%28.3%
5848.5
FY23
FY23FY23
FY23FY2391.3%
73.8%18.6%
5839.4
Net Promoter Score (%) –
Post-purchase
91.8%
Suppliers –
Average days to pay
49.5 days
Sofology UK stores
57
Description
Average across all dfs stores based on
post-purchase customer satisfaction surveys.
Performance
A strong performance, close to FY24 record high.
Description
Average number of days between receipt and
payment of supplier invoices.
Performance
Slight increase year on year due to continued
standardisation of payment terms to 60 days.
Description
Number of Sofology stores trading at the end ofthe
financial period.
Performance
Temporary reduction due to closure of clearance store
during FY25. Openings recommenced in August
2025 with the opening of a new Carlisle showroom.
Strategic links Strategic links
Strategic links
Net Promoter Score (%) – Established
54.1%
Suppliers – % paid on time
92.1%
Description
Average across all dfs stores based on established
customer satisfaction surveys (six months after order).
Performance
Record high score, with all elements of our vertically
integrated business model performing well.
Description
Percentage of supplier invoices paid within
agreedterms.
Performance
Significant year on year improvement due to
process changes and detailed monitoring.
Strategic links Strategic links

Annual Report and Accounts 2025 DFS Furniture plc20
Strategic Report
DELIVERING PROFITABLE
GROWTH, STRONG
CASH RETURNS AND
IMPROVED RESILIENCE
FINANCIAL REVIEW
FY25 was a year of profitable growth delivering strong cash returns
and building balance sheet resilience. This was achieved in a challenging
market that remained in decline amidst ongoing macro uncertainty.
Looking forward, the Group is well placed to grow profit and generate
high levels of free cash flow given its market leadership position,
progress on our strategic initiatives, the underlying operational
gearingin the business andour negative working capital profile.
Marie Wall
Interim Chief
Financial Officer
Read Marie’s profile
onpage 56
OVERVIEW
FY25 was a year of profitable growth, delivering
strong cash returns and building balance sheet
resilience. This was achieved in a challenging
market that remained in decline
1
amidst ongoing
macro uncertainty.
The Group achieved over 10% like for like order
intake growth, 4.4% revenue growth, 70 basis
points of gross margin expansion and tightly
managed its cost base in an ongoing inflationary
environment. All of these factors contributed
tounderlying profit before tax and brand
amortisation
2
increasing £19.7m to £30.2m.
Reported profit before tax increased by agreater
extent than the underlying result, from aloss of
£1.7m to a profit of £32.9m due to recognition
ofanon-underlying credit in the current year
compared with non-underlying charges in the
prioryear. These are explained later in the report.
We have continued to focus on strengthening the
Group’s balance sheet through reducing our debt
level. Our strong performance for the year has
driven significant free cash flow2 generation,
resulting in net bank debt2 decreasing by £57.8m
to£107.0m and bank leverage2 decreasing from
2.5xatthe previous year end to 1.4x as we make
good progress towards our 0.5x–1.0x target range.

Annual Report and Accounts 2025 DFS Furniture plc 21
Strategic Report Corporate Governance Financial Statements Shareholder Information
OVERVIEW CONTINUED
Looking forward, the Group is well placed to grow
profit and generate high levels of free cash flow
given its market leading position, ongoing momentum
on strategic initiatives, the underlying operational
gearing in the business and our negative working
capital profile.
BASIS OF REPORTING
The financial year ended 29 June 2025 represents
a52week trading period. FY24 was a 53 week
reporting period. All information presented is on
a52 week vs 53 week basis with the exception
oforder intake growth where we also refer to a
‘likefor like’ comparison of 52 weeks vs 52 weeks
to aid the readers understanding of performance.
ORDER INTAKE
The Group achieved strong levels of growth in a
market that was marginally down in value terms
year on year
1
. Momentum was maintained across
both halves of the year, with order intake relatively
consistent at +10% like for like growth.
Sofology performed very well in the period. The
range and pricing changes implemented at the end
of the last financial year have had a positive impact
leading to stronger conversion rates and like for like
order intake growth of +16.2%. The dfs brand also
performed well, with like for like order intake
growing by +8.7%, as the continued expansion
ofour exclusive brands resonated well with
customers. These brands are enhancing our
customer proposition, with perceived quality
andon-trend designs contributing to growth in
both average order valueand order volumes.
Order intake growth measured on a 52 week vs
53week basis was 1.5%pts lower than the like
forlikegrowth at +8.7%, reflecting the impact
ofthe53rd week in FY24.
FINANCIAL REVIEW CONTINUED
Order intake growth:
Order intake
YoY
dfs 8.7%
Sofology 16.2%
Group like for like (52 weeks vs 52 weeks) 10.2%
Group reported (52 weeks vs 53 weeks) 8.7%
GROSS SALES AND REVENUE
Gross sales2 increased +5.8% year on year which
was lower than the reported order intake growth
of+8.7%. This was due to two factors. Firstly,
Easter fell later in the year meaning some orders
placed in this high demand period could not be
manufactured and delivered in the financial year
and secondly there was a shift in customer orders
to ranges with longer lead times. As a result, the
Group ended theyear with a resilient order bank.
Gross sales2 and revenue growth bybrand:
FY25
(52 wks)
£m
FY24
(53 wks)
£m
YoY (52
weeks vs
53 weeks)
dfs 1,091.3 1,047.0 4.2%
Sofology 297.0 264.8 12.2%
Gross sales 1,388.3 1,311.8 5.8%
Revenue 1,030.3 987.1 4.4%
Reported revenue growth is stated after deducting
VAT, the cost of providing warranty products and
interest free credit subsidy costs from Gross sales.
Revenue growth at 4.4% was lower than Gross
sales growth andwas driven by the decision in dfs
to offer customers extended (48 month) interest
free credit in key promotional periods to increase
affordability and drive conversion and sales in the
weak market environment.
GROSS MARGIN
Gross margin % of revenue improved by 70 basis
points year on year to 56.5%, representing a third
consecutive year of growth and good progress
towards our 58% target whilst maintaining our
value proposition for customers. Gross profit
increased £30.9m year onyear as a result of the
revenue growth and the margin rate improvement.
Gross profit and margin FY24 to FY25:
£m
% of
revenue
FY24 gross profit and margin 550.8 55.8%
Volume 23.0 n/a
Product margin 14.6 1.4%
FX 5.2 0.5%
Freight (11.9) (1.2%)
FY25 gross profit and margin 581.7 56.5%
The increase in sales volume drove an incremental
£23.0m of gross margin year on year.
The gross margin rate improvement resulted from
strong progress on our commercial product
margins in combination with favourable FX.
Together these more than offset the adverse
impact from freight rates linked to the closure
ofthe Red Sea to shipping lines in FY24.
Our product margins improved 140 basis points or
£14.6m through further range optimisation, product
design optimisation and savings from our Cost to
Operate programme which contributed £10.5m to
the growth. The Cost to Operate savings include
the benefit from right sizing our own manufacturing
operations in FY24 and consolidating supply across
our external manufacturing partners, enabling us
to ensure we are sourcing products from the right
partners to optimise quality and reduce cost of goods.
In addition, we improved processes to clear through
cancelled orders and damaged items more efficiently.
We benefited from an FX tailwind in FY25 linked
toan improved USD rate applied to our Far East
purchases. The average USD/GBP rate paid
through the period was 5 cents favourable year
onyear resulting in a £5.2m/50 basis point rate
benefit year on year.

Annual Report and Accounts 2025 DFS Furniture plc22
Strategic Report
FINANCIAL REVIEW CONTINUED
GROSS MARGIN CONTINUED
Freight rates remained elevated over most of the
year and averaged over twice the amount of the
prior year, resulting in a 120 basis point margin rate
reduction. It is worth noting that every $1,000
movement in freight rate per container impacts our
annual freight cost charge by c.£7m–£8m a year.
We are encouraged that our current gross margin
would be at our 58% target if freight rates were
atlong-term average levels and interest rates were
at market consensus expectations of c.3.5%.
OPERATING COSTS
Underlying operating costs include selling and
distribution, administration, depreciation, amortisation
and impairment costs. These totalled £514.7m,
anincrease of £14.1m year on year, representing
apercentage cost of revenue of 50.0% (FY24: 50.7%) .
The improved ratio is testament to the success of
our Cost to Operate programme which has
mitigated inflationary headwinds.
Underlying operating cost breakdown FY25 vs FY24:
£m FY25 FY24 Total
Selling, distribution
andadmin costs (424.5) (408.8) (15.7)
Depreciation,
amortisation and
impairment (90.2) (91.8) 1.6
Underlying operating
costs (514.7) (500.6) (14.1)
The absolute operating cost increase is primarily
driven by volume related costs which have increased
with the growing revenues of the Group, wage and
NIC inflation, achievement of financial bonus targets,
and discrete investment behind commercial initiatives
like new exclusive brands, tocontinue to position
the business for ongoing growth through the cycle.
These cost increases have been partially offset by
£15.0m of savings through our Cost to Operate
programme and lower depreciation, amortisation
and impairment charges.
In FY24, the business took a more disciplined
approach to capital spend prioritisation in response
to the more challenging market conditions. The
Group continued this approach in FY25, as we
prioritised reducing our debt. This lower recent level
of capital investment is the main driver of the
reduction in depreciation, amortisation and
impairment charges of £1.6m.
Cost to Operate programme
We have had another good year of sustainably
reducing our cost base through our Cost to Operate
programme. This delivered £25.5m of savings in
FY25 bringing cumulative savings to £53.0m,
marking the achievement of our £50m target one
year ahead of expectation.
Cumulative savings from Cost to Operate programme:
£m FY25 FY24 Total
COGS 10.5 4.9 15.4
Operating and property
costs 15.0 22.6 37.6
Total saving 25.5 27.5 53.0
In FY25 we achieved in year cost of goods savings
of £10.5m and £15.0m of operating and property
cost savings.
The operating and property cost savings result
from improving the efficiency of our operations in
our retail and customer service teams, The Sofa
Delivery Company logistics operation and Group
support functions through restructuring to leaner
operating models, improving and streamlining
processes, improved procurement and utilising data
and insightful dashboards to drive operational efficiency.
A lasting outcome of the programme is that there is
a much stronger cost culture embedded within the
business that we will continue to benefit from going
forward and we have line of sight to additional cost
savings that we expect will partially offset future
inflationary headwinds.

Annual Report and Accounts 2025 DFS Furniture plc 23
Strategic Report Corporate Governance Financial Statements Shareholder Information
FINANCIAL REVIEW CONTINUED
FINANCE COSTS
Underlying finance costs of £38.2m (FY24: £41.1m) are lower year on year primarily as a result of utilising
ahigh level of free cash flow generation to reduce our net bank debt. Our average funding cost of c.8% has
remained relatively flat year on year.
Underlying finance costs:
£m FY25 FY24 YoY
Lease interest (24.2) (24.6) 0.4
Debt and other interest (14.0) (16.5) 2.5
Underlying finance costs (38.2) (41.1) 2.9
PROFITS, TAX AND EARNINGS PER SHARE
Underlying profit before tax and brand amortisation
2
was £30.2m, an increase of £19.7m resulting from
thesales growth, gross margin expansion and good cost control. This reflects a strong profit drop through
of 46% of the year on year revenue increase and highlights the operational leverage in the business.
Reported profit before tax increased from a loss of £1.7m in FY24 to a profit of £32.9m in FY25.
Theyearon year growth is higher than the underlying profit increase due to the recognition of a
nonunderlying credit in FY25 and a non underlying charge in FY24, as detailed below.
Underlying profit before tax and brand amortisation to reported profit before tax reconciliation:
FY25 FY24 YoY
Underlying profit beforetax and brand amortisation 30.2 10.5 19.7
Brand amortisation (1.4) (1.4) —
Non-underlying charges 4.1 (10.8) 14.9
Reported profit beforetax 32.9 (1.7) 34.6
Non-underlying items
In FY25 a £4.1m non-underlying credit was recognised and in FY24 a non-underlying £10.8m charge was realised .
Non-underlying items breakdown:
FY25 FY24
Credit/(Cost)
Income
statement Cash
Income
statement Cash
Fair value lease adjustment 4.7 n/a n/a n/a
Restructuring costs (0.7) (0.7) (6.5) (4.1)
Land slippage costs (0.5) — (3.1) (0.2)
Release of lease guarantee 0.6 n/a 0.7 n/a
Refinancing costs n/a n/a (1.9) (0.8)
4.1 (0.7) (10.8) (5.1)
The FY25 credit has arisen from the release of acquisition-related fair value lease adjustments (£4.7m)
relating to properties where the rent has since been renegotiated and now represents a market rate, and
a£0.6m credit in relation to a non-cash lease guarantee provision release associated with former subsidiary
companies (FY24: £0.7m credit). The fair value lease adjustment relates to negotiations that took place in
previous periods, and should have been recorded at the time of the negotiation, but as it is not material to
those individual previously reported periods it has been corrected in the current period. These credits were
partially offset by £0.7m of restructuring costs associated with the Cost to Operate programme (FY24: £6.5m)
and a £0.5m increase in the anticipated cost to remediate land slippage identified in FY24 at one ofour
manufacturing sites (FY24: £3.1m).
Tax
The tax charge recognised in the financial statements is £8.7m (FY24 £3.0m) and the effective tax
rateof26.4% is 1.4% higher than the statutory rate of 25.0% due to disallowable depreciation
onnon-qualifying assets.
The Group updates its Tax Strategy Statement each year, which is published on the Group’s website, in
compliance with its duty under the Finance Act 2016, which sets out details of the Group’s attitude to tax
planning and tax risk.
EPS
Underlying basic earnings per share was 9.2 pence (FY24: 1.5 pence) and basic earnings per share
was10.5pence (FY24: loss of 1.9 pence). There was no material change in the weighted average number
ofshares in issue.

Annual Report and Accounts 2025 DFS Furniture plc24
Strategic Report
Our strong free cash flow generation has been
supported by our disciplined approach to capital
investment with cash capital expenditure levels
well below historical levels. Maintenance capital
has been maintained at our historical level of
c.1.5%-2.0% of sales and growth investment has
been focused on lower risk, short payback projects.
InFY25 expenditure focused on showroom
enhancements to showcase new exclusive ranges
such as Ted Baker and La-Z-Boy in dfs and creation
of additional selling space through installation of
mezzanines in some showrooms. We continue to
invest in technology and data to ensure our front
and mid office systems are supporting both a great
customer experience and efficient operations as
noted in the CEO statement.
We expect to incur relatively low levels of capital
expenditure, up slightly year on year to £24m–£28m
reflecting at least one new Sofology showroom
and additional showroom refurbishments.
Interest costs reduced £4.4m to £14.0m reflecting
lower average levels of net bank debt in the period
and non-recurrence of refinancing costs in FY24.
Corporation tax payments of £3.7m were low
relative to our profit performance due to utilisation
of historical overpayments.
Lease liability payments reduced by £3.7m. The
prior year was impacted by additional payments
falling into the longer 53 week accounting period.
The majority of our sales are made to order and as
such we operate with a negative working capital
model with customer deposits and final payments
occurring before payments fall due to our suppliers.
The improved trading performance in the final
quarter along with one fewer VAT payments
(reversing the adverse impact in the 53 week FY24
period) has resulted in a total working capital inflow
of £24.9m.
Finally, total cash flow for the year is supported
bynot making a dividend payment, having not
declared a final dividend in respect of FY24 or
aninterim dividend in respect of FY25.
FINANCIAL REVIEW CONTINUED
CASH FLOW, NET DEBT, RETURN ONCAPITAL AND DEBT FACILITIES
Free cash flow generated in FY25 was £57.8m, an increase of £82.3m year on year driven by stronger
trading and working capital inflows, lower interest and lower non underlying charges.
Summary cash flow and net bank debt FY25 vs FY24:
£m FY25 FY24 YoY
Underlying EBITDA
1
157.2 142.0 15.2
Capital expenditure (20.9) (21.6) 0.7
Interest (14.0) (18.4) 4.4
Tax (3.7) (3.0) (0.7)
Principal and interest paid on lease liabilities (88.7) (92.4) 3.7
Working capital 24.9 (17.8) 42.7
Other
2
3.7 1.2 2.5
Underlying free cash flow 58.5 (10.0) 68.5
Non-underlying items (0.7) (5.1) 4.4
Free cash flow 57.8 (15.1) 72.9
Shareholder returns — (9.4) 9.4
Free cash flow after shareholder returns 57.8 (24.5) 82.3
Closing net bank debt (107.0) (164.8) 57.8
1. Underlying operating profit before depreciation, amortisation and impairment.
2. Other of £3.7m for FY25 and £1.2m for FY24 includes losses/gains on disposal of assets, FX revaluations, share based
payments expense and adjustment for non-underlying P&L charge/credit.
Return on capital employed
Our return on capital employed (ROCE) of 16.3%
has increased from 10.8% in FY24. This increase
was driven by a combination of higher profit
performance and reduced capital employed
resulting from a lower tangible asset and right
ofuse asset base. Weexpect returns to continue
growing over the medium term supported firstly
byimproved profitability from growing our market
share, improving our gross profit margin and
maintaining a disciplined focus on costs and
secondlyournegative working capital model.
Debt facilities and banking covenants
At the end of the year the Group had in place
£250m of debt facilities comprising a £200m
unsecured revolving credit facility (‘RCF’) and
£50m of US private placement notes. A 16 month
extension to the RCF was agreed in December
2024 with a maturity date of January 2029. The
Group’s existing debt facilities have a staggered
maturing profile as follows: £250m is available
until September 2027 reducing to £225m until
September 2028, £200m until January 2029 and
£25m until September 2030. We expect these
facilities to provide sufficient liquidity and a solid
foundation for the future.
The debt facilities are subject to half yearly
covenant tests of 3.0x maximum leverage
3
(net
debt/EBITDA) and 1.5x minimum fixed charge
cover
3
(both measured on an IAS 17 basis).
In September 2024 we agreed temporarily widened
covenants
4
with our lenders to provide additional
headroom in the event of an unanticipated market
downside scenario. These have not been utilised
and we have remained comfortably within the
covenants applicable to the standard terms
throughout the financial year. Our bank leverage
has reduced from 2.5x last year to 1.4xand our
fixed charge cover also improved significantly,
bothfalling well within the ongoing standard
covenant limits.

Annual Report and Accounts 2025 DFS Furniture plc 25
Strategic Report Corporate Governance Financial Statements Shareholder Information
CAPITAL ALLOCATION AND DIVIDENDS
The Group’s capital allocation priorities are for the Group to operate with net debt levels (excluding capitalised
lease obligations) of between 0.5x–1.0x of trailing 12 month EBITDA, to invest to maintain the Group’s
asset base and support future growth, to pay ordinary dividends with a dividend cover of 2.25x–2.75x
earnings per share and to make special returns when leverage is expected to fall below the lower end
ofthe leverage target range.
While our financial position has strengthened due to improved profit performance and disciplined cash
management, our current leverage remains outside our target range of 0.5x–1.0x. Given the continuing
economic uncertainty, the Board has determined that to build further balance sheet resilience the focus
should be on further reducing net debt and has therefore concluded that it would not be appropriate to
propose a final dividend. We will continue to maintain strong capital discipline to bring our leverage into
our target range.
The Board remains committed to returning to the dividend register and providing sustainable shareholder
returns. A decision will be made in March 2026 on the payment of a FY26 interim dividend based on profit
and leverageoutturn expectations for the full year and the future outlook for the business.
Capital allocation Framework FY25 commentary
Leverage
(excluding
property leases)
0.5x – 1.0x
•
Expect to continue operating outside the Group’s
target leverage range in the near-term
•
Making progress towards reducing the ratio
anddeleveraging remains a high priority
Organic
investment
Strategic organic capital
investment to deliver
attractive returns
•
Our maintenance capital requirements currently
represent c.1.5%-2.0% of revenue
•
In the near-term expect to continue to incur
prudentlevels of capital expenditure, up from the
verylow levels of the last 24 months to
£24m-£28m to pursuegrowth opportunities where
the risk adjusted returns are attractive
Dividend Dividend payout ratio
of2.25x– 2.75x
•
No FY25 dividend
•
A decision will be made on the payment of a FY26
interim dividend based on expected profit and
leverage outturn for the full year and future outlook
Supplementary
shareholder
returns
When the Group is operating
below its target leverage, it
will consider special dividends
/ buybacks
•
No supplementary returns expected given the
Group will be operating above its target leverage
ratio in the short term
1. Proprietary banking data covering 13 specialist
upholstery retailers.
2. Refer to pages 26 and 27 for APM definitions.
3. Bank leverage calculated as net debt divided by last
12months EBITDA. Net debt is net bank debt plus a
proportion of finance leased assets. Fixed charge cover
is calculated as last 12 months EBITDARent divided by
rent + interest.
4. The widened leverage covenant is 3.7x at FY25 period
end before returning to 3.0x at H1 FY26 and the
widened fixed charge cover covenant is 1.3x at FY25
period end and 1.4x at H1 FY26, before returning to
1.5x at FY26 period end.
LOOKING FORWARD
The Group’s performance and position have
improved significantly in FY25 reflecting the
strength of our strategic execution.
Given demand drivers for our sector are delicately
balanced, as referenced in the CEO statement,
wecontinue to plan prudently with a focus on
generating increased profits through the strength
of our commercial initiatives and ongoing cost
discipline and building balance sheet resilience
through strong cash management.
Looking further ahead we remain confident about
the Group’s prospects and achieving our medium-
term targets.
Marie Wall
Interim Chief Financial Officer
25 September 2025
FINANCIAL REVIEW CONTINUED

Annual Report and Accounts 2025 DFS Furniture plc26
Strategic Report
ALTERNATIVE PERFORMANCE MEASURES
In reporting the Group’s financial
performance, the Directors make
use of a number of alternative
performance measures (‘APMs’) in
addition to those defined or specified
under UK-adopted International
Financial Reporting Standards (‘IFRS’).
APMs are not IFRS measures, nor are
they intended to be a substitute for
IFRS measures.
The Directors consider that these APMs provide
useful additional information to support understanding
of underlying trends and business performance.
Inparticular, APMs enhance the comparability of
information between reporting periods by adjusting
for non-underlying items. APMs are therefore used
by the Group’s Directors and management for
internal performance analysis, planning and
incentive setting purposes in addition to external
communication of the Group’s financial results.
In order to facilitate understanding of the APMs
used by the Group, and their relationship to reported
IFRS measures, definitions and numerical
reconciliations are set out below.
Definitions of APMs may vary from business to
business and accordingly the Group’s APMs may
not be directly comparable to similar APMs
reported by other entities.
APM GLOSSARY AND DEFINITIONS
APM Definition Rationale
Gross sales Amounts payable by external customers for goods and services
supplied by the Group, including the cost of interest free credit
and aftercare services (for which the Group acts as an agent),
delivery charges and value added and other sales taxes. See
note 2 to the financial statements for a reconciliation from gross
sales to revenue.
Key measure of overall sales performance which unlike IFRS
revenue is not affected by the extent to which customers take
upthe Group’s interest free credit offering.
Brand contribution Gross profit less selling and distribution costs,
excludingproperty and administration costs.
Measure of brand-controllable profit as it excludes shared
Groupcosts.
Adjusted EBITDA Earnings before interest, taxation, depreciation
andamortisationadjusted to exclude impairments.
A commonly used profit measure.
Non-underlying items Items that are material in size, unusual or non-recurring in
nature which the Directors believe are not indicative of the
Group’s underlying business performance.
Clear and separate identification of such items facilitates
understanding of underlying trading performance.
Underlying EBITDA Earnings before interest, taxation, depreciation and amortisation
from continuing operations, adjusted to exclude impairments
and non-underlying items.
Profit measure reflecting underlying trading performance.
Underlying profit before
taxand brand amortisation
uPBT(A)
Profit before tax from continuing operations adjusted for
non-underlying items and amortisation associated with
theacquired brands of Sofology and Dwell.
Profit measure widely used by investors and analysts.
Underlying earnings per
share
Post-tax earnings per share from continuing operations
asadjusted for non-underlying items.
Exclusion of non-underlying items facilitates year on year
comparisons of the key investor measure of earnings per share.
Net bank debt Balance drawn down on interest-bearing loans, with
unamortised issue costs added back, less cash and cash
equivalents (including bank overdrafts).
Measure of the Group’s cash indebtedness which supports
assessment of available liquidity and cash flow generation
inthereporting period.
Cash EBITDA Net cash from operating activities before tax, less movements
on working capital and provisions balances and payments made
under lease obligations, adding back non-underlying items
before tax.
Measure of the non-underlying operating cash generation of
thebusiness, normalised to reflect timing differences in working
capital movements.
Free cash flow The movement in cash and cash equivalents, excluding the
impact of drawdowns/repayments of financing arrangements,
dividends and the cost of purchasing own shares.
Measure of the cash return generated in the period and
akeyfinancial target for Executive Director remuneration.
Leverage (gearing) The ratio of period end net bank debt to cash EBITDA
fortheprevious twelve months.
Key measure which indicates the relative level of borrowing to
operating cash generation, widely used by investors and analysts.
Underlying return on capital
employed (underlying ROCE)
Underlying post-tax operating profit from continuing activities,
expressed as a percentage of the sum of: property, plant and
equipment, computer software, right of use assets and
workingcapital.
Represents the post-tax return the Group achieves
ontheinvestment it has made in its business.

Annual Report and Accounts 2025 DFS Furniture plc 27
Strategic Report Corporate Governance Financial Statements Shareholder Information
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
RECONCILIATIONS TO IFRS MEASURES
Adjusted EBITDA Note
FY25
£m
FY24
£m
Operating profit from continuing operations 2 71.1 41.3
Depreciation 3 71.2 77.8
Amortisation 3 13.0 13.7
Impairments 3 1.3 0.3
Adjusted EBITDA from continuing operations 156.6 133.1
Underlying EBITDA Note
FY25
£m
FY24
£m
Adjusted EBITDA from continuing operations 156.6 133.1
Non-underlying operating items 3 0.6 8.9
Underlying EBITDA from continuing operations 157.2 142.0
Underlying profit before tax and brand amortisation - uPBT(A) Note
FY25
£m
FY24
£m
Profit before tax from continuing operations 2 32.9 (1.7)
Non-underlying items 3 (4.1) 10.8
Amortisation of brand names 10 1.4 1.4
Underlying profit before tax and brand amortisation 30.2 10.5
Net bank debt Note
FY25
£m
FY24
£m
Interest bearing loans and borrowings 18 105.3 187.4
Unamortised issue costs 18 1.7 1.6
Cash and cash equivalents (including bank overdraft) — (24.2)
Net bank debt 107.0 164.8
Movement in net bank debt
FY25
£m
FY24
£m
Closing net bank debt (107.0) (164.8)
Less: Opening net bank debt 164.8 140.3
Movement in net bank debt 57.8 (24.5)
Free cash flow Note
FY25
£m
FY24
£m
Net decrease in cash and cash equivalents (24.2) (2.5)
Net repayment of senior revolving credit facility 82.0 28.0
Drawdown of private placement debt — (50.0)
Dividends paid 21 — 9.4
Free cash flow 57.8 (15.1)
Leverage Note
FY25
£m
FY24
£m
Net bank debt (A) 107.0 164.8
Net cash from operating activities before tax 26 184.9 118.9
Add back:
Pre-tax non-underlying items (4.1) 10.5
Less:
Movement in trade and other receivables 3.8 0.9
Movement in inventories (2.4) 3.2
Movement in trade and other payables (22.5) 15.9
Movement in provisions (3.8) (2.2)
Payment of lease liabilities (64.5) (67.6)
Payment of interest on leases (24.2) (24.8)
Cash EBITDA (B) 67.2 54.8
Leverage (A/B) 1.6x 3.0x
IAS 17 bank covenant difference (0.2x) (0.5x)
Bank leverage 1.4x 2.5x
FY24 cash EBITDA is materially different from bank covenant IAS 17-based EBITDA due to 53 week cash flows.
Underlying return on capital employed from continuing operations Note
FY25
£m
FY24
£m
Operating profit from continuing operations 71.1 41.3
Non-underlying operating items (4.1) 8.9
Pre-tax return 67.0 50.2
Adjusted effective tax rate
1
26.7% 25.0%
Tax adjusted return (A) 49.1 37.7
Property, plant and equipment 8 75.2 83.8
Right of use assets 9 276.9 315.0
Computer software 10 19.3 19.6
371.4 418.4
Inventories 14 56.6 59.0
Trade receivables 15 10.5 6.7
Prepayments 15 4.7 4.0
Accrued income 15 0.2 0.1
Other receivables 15 0.4 1.2
Payments received on account 16 (50.4) (40.9)
Trade payables 16 (91.6) (100.4)
Working capital (69.6) (70.3)
Total capital employed (B) 301.8 348.1
Underlying ROCE from continuing operations (A/B) 16.3% 10.8%
1. Effective tax rate for FY24 has been adjusted to eliminate the disproportionate impact of disallowable depreciation on
non-qualifying assets in the year.

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Strategic Report
RISKS AND UNCERTAINTIES
OUR RISK
MANAGEMENTPROCESS
Taking risks is an inherent part of doing business.
To manage those risks our Group Leadership Team,
supported by our Group Risk function, has developed
effective risk management processes to ensure an
appropriate risk culture that supports our business
operations and that good risk management is
integrated into our decision making.
Principal risks
These risks have been identified by the Group Leadership
Team as the ones that pose the greatest threat to the success
of the Group.
Review
emergingrisks
Internal audit
plan
Horizon
scanning
The Group continues to evolve our structured
approach to risk management mindful that in an
ever changing environment we need to be
adaptable in our approach, ensuring we fully
integrate risk management into decision-making.
The Audit and Risk Committee, under delegated
authority from theBoard, is accountable for
overseeing the effectiveness of risk management.
This includes the identification of the principal risks
facing DFS, periodically reviewing risk appetite and
assisting the Board in complying with its obligations
under the UK Corporate Governance Code 2018
(‘the Code’).
The Group is supported by the Risk function to
ensure that the risks the Group faces are identified
and mitigated appropriately, with effective controls
in place to allow delivery of the Group strategy.
The team works with the business units responsible
for the ongoing identification, assessment and
management of their existing and emerging risks.
The Risk function supports with the creation of risk
profiles for the business function to provide a key
overview of the risks and controls to the relevant
business lead. The output of these assessments is
aggregated to compile an overall Group level view
of risk, utilising both external risk management
software and feeding into our internal dashboards
to provide greater accessibility and awareness at
senior levels. The team is committed to supporting
the business in providing support and coaching to
further strengthen and mature the risk culture
within the Group.
In addition, where appropriate, cross-business risk
management is supported by specific committees
and similar oversight forums, including safety, ESG,
cyber-security and data privacy.
The graphic below details how responsibility for
risk management is allocated across the Group.
Each principal risk is owned by a member of the
Group Leadership Team, with strategic and operational
risks being owned and managed by the senior
management team. The Audit and Risk Committee,
delegated by the Board, is responsible for the
review of the effectiveness of the internal risk
andcontrol framework.
Management and mitigation of risk by the Group
Leadership Team is determined by a Group risk
appetite approved by the Audit and Risk
Committee. The Group Governance and Risk
Committee (‘GRC’) meets monthly to review
changes in the regulatory/ legal landscape and the
Group’s key risks and concerns.
Board
Overall responsibility for riskmanagement
Audit and Risk Committee
Oversees risk management process
Group Risk Team
Implements process and reports to the Audit and Risk Committee
Group Leadership Team
Manages specific risks and embeds risk management throughout the Group
Group
Governance and
Risk Committee
(‘GRC’)
Ensures effective
governance of risk
management
process
Strategic risks
These risks pose a threat to the Group but are considered well
controlled, and the impact if materialised would be sustainable.
Operational risks
Granular risks that have localised impact on individual
departments, and/or business areas.

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Strategic Report Corporate Governance Financial Statements Shareholder Information
RISKS AND UNCERTAINTIES CONTINUED
FINANCIAL RISK AND LIQUIDITY
What is the risk?
Accuracy of reporting and adequate access to
liquidity are key to delivering the strategy. Any
impact on the Group’s working capital requirements
may result in insufficient headroom and an inability
to access debt or equity financing which will directly
affect the ability to enact the Group strategy.
Unexpected or difficult to forecast external factors
impact the business environment which the Group
operates in. These external factors have resulted in
high interest rates increasing the cost of providing
IFC and the cost of debt and depressing the level of
the housing market. Looking forward, there remains
the potential for more global geopolitical and
economic uncertainties, which could have a
negative impact on performance and financial
results especially in a market for big ticket,
discretionary spend items. The Group’s FY25
reduction in net debt has improved headroom on
banking covenants and reduced therisk of going
concern and cash flow issues.
Potential impact
•
Failure to comply with banking covenants
couldlead to immediate cash flow and going
concern issues.
•
If insufficient headroom is maintained, liquidity
challenges will be encountered.
•
Macroeconomic environment and Company
performance may lead to working capital
swings and liquidity challenges, and may impact
ability to obtain financing.
•
Risk of facility maturity with no new facility
inplace.
•
Inaccurate financial reporting resulting in a
failure to manage cash flow and pay our suppliers
and insufficient fraud protection.
Mitigation
•
Good working relationships maintained with all
financial counterparties, ensuring that counterparties
understand our financial performance.
•
Internal Treasury function undertakes regular
reviews of financing arrangements to ensure
adequate funds in place and financing costs
kept to a minimum.
•
Preparation and review of regular cash flow forecasts.
•
Management of foreign exchange risk through
the use of appropriate hedging arrangements in
accordance with the Board approved treasury policy.
•
Formalisation of Internal Controls over Financial
Reporting Framework.
Movement:
Increase Unchanged Decrease
HORIZON SCANNING
ANDEMERGINGRISKS
To ensure that the Group is in the best position to
deliver its objectives, it continuously analyses the
risks likely to emerge that could affect this. The
Risk function supports the business with this by
horizon scanning externally for anything that could
potentially impact the business, whilst also
completing formal discussions on emerging risks
aspart of the risk review process.
PRINCIPAL RISKS
The Group Leadership Team and the Board have
made a robust assessment of the principal risks
facing the business, considering any emerging
risksand uncertainties facing the Group that
wouldthreaten its strategic objectives, solvency
and future performance.
Principal risks and mitigation
The Group’s principal risks and uncertainties have
been assessed in accordance with the risk framework.
They align with our strategic pillars and platforms
to show where they may impact the achievement
ofour long-term business objectives.
Regular risk reviews are completed to review the
risks, verify the effectiveness of the controls and
toconsider any additional controls that could be
implemented to reduce or better manage particular
risks. These will be considered alongside the Group’s
risk appetite.
Changes to principal
risksintheyear
As part of our risk management process, the
Group principal risks are regularly reviewed with
the Group Leadership Team and the Audit and
Risk Committee. As a result of these reviews,
although there are no additional risks, the current
risks have been updated to ensure they reflect
the risks the Group currently faces.
The cyber risk has been expanded to include the
risks associated with data, including accuracy and
use, as well as data security.
The previous principal risk of Consumer proposition
and reputation has been expanded to become
Brand, proposition and reputation, to make it
explicit that the risk is not just about the product
offered to customers, but includes our marketing,
ancillary products and payment options and the
service that we offer to our customers.
Macroeconomic uncertainty remains aprincipal
risk to our business and the delivery ofthe strategy.
As the Group takes mitigating actions toreduce
the impact of the external factors on the delivery
of the objectives, this is documented within each
of the individual risks.
The principal risks and their mitigating controls
have been reassessed and the risk movement
trajectory included for each.
Sourcing and manufacturingTechnology and data Logistics People and culture
Platforms:

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Strategic Report
RISKS AND UNCERTAINTIES CONTINUED
Platforms:
Sourcing and manufacturingTechnology and data Logistics People and culture
Movement:
Increase Unchanged Decrease
REGULATORY AND COMPLIANCE
What is the risk?
We operate in an increasingly complex legal and
regulatory environment and are governed by a wide
range of laws, regulations, standards and guidance.
A failure to consistently deliver against our legal
and regulatory obligations or broader corporate
responsibility commitment would undermine our
reputation as a responsible retailer. This may result
in sanctions and financial loss, and could negatively
impact our ability to operate and remain trusted
by our customers, colleagues, investors and other
stakeholders. It is essential that as a Group we are
aware and can fulfil all our obligations in the regions
in which we operate.
Potential impact
•
Changes in legislation with significant retrospective
or future economic effects could impact
operating results.
•
Failure to meet our compliance obligations
couldnegatively impact the business.
•
Non-compliance could result in potential civil
orcriminal liability for the Group’s companies
and/or senior management.
•
The Group’s reputation could be negatively
impacted if it fails to support customers in
thepurchase of regulated products.
Mitigation
•
Comprehensive training and monitoring
programmes (including individual colleague NPS,
internal audits and mystery shopping programme)
are in place to ensure employees are appropriately
skilled to deliver high levels of customer service
and maintain regulatory compliance.
•
Management information provided to management
teams to identify issues and take relevant action.
•
Strong working relationships with our financial
services and insurance providers to ensure
wework together to meet regulations and
support customers.
•
Rigorous oversight and escalation processes in
place to maintain status of limited permission to
offer consumer finance granted by the Financial
Conduct Authority.
•
Review of regulatory landscape and forthcoming
changes to ensure timely, structured and
sustainable planning and implementation.
•
Escalation of relevant matters to the Audit
andRisk Committee for consideration.
•
Robust policies to ensure compliance with
dataprotection requirements, including annual
data protection training for all colleagues.
•
Regular review of pricing and cover levels of
insurance products offered to maintain and
enhance the customer value proposition.
•
Robust sales principles and compliance
frameworks across all brands.
•
The introduction of Consumer Duty has placed
a higher focus on demonstrating good customer
outcomes and all activities are under ongoing
review to ensure we continue to deliver these.
CYBER AND DATA SECURITY
What is the risk?
Our data and our IT systems enable us to fulfil our
obligations to customers and manage our operations.
Ensuring we both protect our data, and utilise it
effectively is necessary to deliver our strategy. If a
critical system, or our business data was not available,
regardless of the cause, it could impact our operations,
result in a loss of sales as well as incur regulatory
penalties and reputational damage.
Potential impact
•
Inability to access core operating systems could
adversely impact customer experience and lead
to increased costs or loss of revenue.
•
Delays or errors in reporting on operational
performance could result in increased costs
orlost revenue.
•
Failure to utilise data effectively, or inaccurate
data could result in poor decisions impacting the
performance of the Group. Loss of customer
data
could damage reputation and lead to
regulatory fines.
Mitigation
Following the recent cyber attacks against British
retailers, the Group completed a full review of the
controls in place to mitigate the risk. Where it was
felt prudent to introduce additional protection, this
has been introduced.
•
Full IT security backup and business continuity
procedures in place and reviewed, tested and
updated on an annual basis.
•
Enterprise backup solution in place (with regular
testing) across the whole of the estate (on
premise and cloud) which manages, verifies and
securely stores our backups offsite which
provides immutability and enhanced controls
against ransom-ware attacks.
•
Technical security measures against data loss
through a systems breach are regularly reviewed
and updated, including by third-party experts,
the results of which are reported to the Board.
•
Third-party penetration testing is carried out
routinely to check the resilience of the Group’s
systems to cyber attack.
•
Mandatory cyber awareness programme for
relevant colleagues.
•
Investment in website development and digital
marketing, complemented by third-party
monitoring of both customer satisfaction with
our digital services and the emergence of new
online competitors.
•
IT systems are regularly reviewed and upgraded
to ensure they continue to support the needs of
the Group.
•
Ongoing review of data within the business
toensure we can continue to make informed
andeffective decisions.
•
Continued to transform and educate our Human
Firewall through improved user password strength
and complexity and annual mandatory training,
along with a programme of phishing simulations.
•
Industry leading Manage, Detection, Response
and SOC services from a Global enterprise
company, increased scope of AI detection
andresponse to include business communications
systems. Vulnerability management tools have
also been upgraded toan industry-leading solution
to drive improved vulnerability remediation.
•
Annual pentest covered the widest scope to
date, including such areas as web applications
internally and externally delivered, physical
security and remote access.
•
New penetration test programme to be
launched to provide continuous testing
throughout the year.

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Sourcing and manufacturingTechnology and data Logistics People and culture
Platforms: Movement:
Increase Unchanged Decrease
RISKS AND UNCERTAINTIES CONTINUED
SUPPLY CHAIN AND MANUFACTURING RESILIENCE
What is the risk?
We are reliant on external suppliers, worldwide,
toprovide our finished products to customers or
supply raw materials for our UK manufacturing
sites. If that supply chain is affected by availability,
labour shortages, transport details or failure of a
key supplier, this could increase the costs to the
business or impact our ability to fulfil customer orders.
Our distribution operations are key to the running
of our business and any factors that impact the
ability to operate has a direct impact on our supply
chain and our customers.
Unexpected or difficult to forecast external factors
have increasingly impacted the business environment
which the Group operates in. The invasion in the
Ukraine and the ongoing situation in the Middle
East have a direct impact on costs with our supply
chain as well as creating unpredictability.
Potential impact
•
Failure to supply customer orders on time or to
expected quality, could lead to loss of revenue
and/or profits and adverse impacts on the
reputation of the Group and its retail brands.
•
Inefficient production schedules due to raw
materials supply, could result in increased costs.
•
Increased lead times as a consequence of
production details or transport disruption
couldresult in loss of sales.
Mitigation
•
An established Sales & Operations Planning
function proactively manages the end-to-end
supply chain across the Group.
•
Annual review of our shipping strategy resulting
in awards being made across a panel of carriers
provides some level of surety on pricing and
capacity availability to manage uncertainty of
prices and volumes in the container shipping
industry, particularly in relation to deliveries
from the Far East.
•
Long-standing relationships backed by
contracts with our key suppliers and the
increase in stock models across the Brands.
•
Despite the challenges noted, the mitigating
actions already in place have meant the
situation has been well managed, supported by
strong customer NPS scores.
•
To ensure customer expectations are met,
where there are circumstances which will
increase transit time for furniture, we have
theability to extend customer lead times
tomitigate the customer impact.
MACROECONOMIC UNCERTAINTY
What is the risk?
Unexpected or difficult to forecast external factors
have increasingly impacted the business environment
which the Group operates in. These external factors
have included the ongoing consequences of the
pandemic, a cost of living crisis, high levels of wage
inflation, the invasion in the Ukraine and the ongoing
situation in the Middle East. High interest rates,
increasing the cost of providing IFC and the cost of
debt, and depressing the level of housing marketing.
Looking forward there remains the potential for
more global geopolitical and economic uncertainties.
This can lead to unpredictable supply chains, trading
performance and financial results, especially in
amarket for big ticket, discretionary spend items,
allof which can then have a negative impact
onperformance.
Potential impact
•
High inflation, interest rates and global
recessionary pressures could result in rising
credit risks and a continued fall in consumer demand.
•
Conflicts in other countries intensifies and/or
widens into other geographies leading to
barriers to trade or rising costs.
•
Rising political and economic tensions between
China and the west lead to barriers to trade or
rising costs.
•
High interest rates could result in unaffordably
high costs of borrowing.
•
Higher oil prices may lead to higher fuel
andenergy prices.
Mitigation
The uncertain environment that the Group operates
in requires each function to identify and consider
the emerging risks that impact the Group. As a
result of this, each function puts controls in place
tomitigate the impact of events linked to the
current macroeconomic uncertainty. Therefore
themitigating actions are documented as part
ofthe other principal risks.

Annual Report and Accounts 2025 DFS Furniture plc32
Strategic Report
RISKS AND UNCERTAINTIES CONTINUED
ENVIRONMENTAL AND SUSTAINABILITY
What is the risk?
Failure to anticipate and address positively the
strategic, regulatory impact our operations have on
the environment would fall short of the expectations
of our key stakeholders, including our customers,
colleagues, investors and regulators which could
lead to reputational damage and financial loss. An
inability to anticipate and mitigate environmental
risks could cause disruption in the availability and
quality of raw materials such as leather and timber,
affecting production capacity, product quality,
andoverall supply chain resilience, leading to
asignificant increase in costs.
Potential impact
•
Financial penalties relating to disclosure
requirements and legislation breaches.
•
Poor risk rating received by risk analysts
devaluing the business impacting share price.
•
The product is unattractive to consumers
resulting in loss of sales/revenue.
•
Climate impacts to operations or wider
valuechain, resulting in operational costs.
•
High capital expenditure requirements
totransition costs to new technologies.
•
Reputational risk due to unethical practices
within the value chain.
Mitigation
•
Secured SBTi validation of net zero strategy
including Scope 1 and 2 reduction target and
supplier engagement target.
•
Continued investment in decarbonisation
ofestate and fleet.
•
Biodiversity assessments across key sites in
theUK to support a nature-positive strategy
forour operations.
•
Further mapping of our value chain and
implementation of our Sustainable Sourcing Policy.
•
Industry engagement and collaboration, including
participation in a pilot programme to create an
upholstery Digital Product Passport standard.
PEOPLE AND CULTURE
What is the risk?
We aim to create an inclusive workplace with a
positive contribution to the communities we serve
as well as all our stakeholders, including our
customers, colleagues, communities and suppliers,
creating a ‘great place to work’. We need to ensure
we have the right skills for today and the future.
Potential impact
•
Failure to create an inclusive and diverse culture
can impact performance of the teams, and the
ability to support our customers effectively.
•
Failure to attract and retain high quality
colleagues could negatively impact operational
performance and customer service levels.
•
Excessive wage inflation could increase the
Group’s cost base, reducing profitability.
•
Failure to invest in colleague development
andskills will impact the future success of
thebusiness as we fail to retain colleagues.
Mitigation
•
Regular function specific remuneration
benchmarking and business-wide annual
salaryreviews ensure colleague remuneration
iscompetitive.
•
A focus on training and developing colleagues
within the Group to provide opportunities for
colleagues to ‘grow’ and progress internally.
•
Regular engagement surveys and colleague-led
network groups to understand the voice of
colleagues and the culture within the Group.
•
A robust and proactive approach to health
andsafety to ensure a safe working environment
for everyone.
•
Continual review of colleague wellbeing
offersresults in alignment of benefits available
to everyone.
•
Membership of Diversity in Retail, alongside
Inclusive Employers, to strengthen our strategic
approach and create peer to peer connections.
•
Executive sponsorship and governance to support
our inclusion colleague network groups including
strengthening our partnerships externally,
e.g.Diversity in Retail and Pride events.
Platforms: Movement:
Increase Unchanged Decrease
Sourcing and manufacturingTechnology and data Logistics People and culture

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Strategic Report Corporate Governance Financial Statements Shareholder Information
RISKS AND UNCERTAINTIES CONTINUED
BRAND, PROPOSITION AND REPUTATION
What is the risk?
The reputation of, and value associated with, the
Group’s brands and product offering is central to
the success of the business. Failure to maintain a
well-designed, high quality product range that is
priced attractively could compromise the success
ofthe Group.
Over time, a failure to meet the product design, the
quality, and customer experience expected by our
customers, will have an adverse effect on the
reputation of the Group.
Potential impact
•
Failure to predict changes in customer tastes
orto respond to the impact of changes in the
competitive environment could reduce the
Group’s revenues and profitability.
•
Reputational damage resulting from customer
complaints, falls in actual product quality or
poor customer service could have a negative
effect on the reputation of our brands,
leadingto loss of revenue and profits.
•
Competitors could improve their offering,
reducing our market share and failing to
reactswiftly to this.
•
Unsafe or poor quality products due to
unsuitable procedures and controls in
relationtoproduct safety and quality.
Mitigation
•
Continual review of products and services
toensure they suit customers’ needs, are
competitively priced, offer good value, meet the
right quality and sustainability standards and
are supported by excellent customer service.
•
In-house product design and continual review
ofthe performance of all products and services
to ensure they suit customers’ needs, are
competitively priced, offer good value, meet the
right quality and sustainability standards and
are supported by excellent customer service.
•
In-house product design team and external
design partners ensure product range is
attractive and innovative.
•
Buying team attends UK and international
furniture shows to ensure it is aware
ofanyemerging trends.
•
New products launched in a selection of stores
throughout the year in both brands to test new
styles and fabrics.
•
Internal manufacturing, close supplier relationships
and a made-to-order model allows any quality
issues to be addressed swiftly.
•
Use of NPS, and incentivisation of colleagues
onthe basis of NPS scores encourages
customer-focused behaviours throughout
thecustomer journey.
•
Frequent competitor analysis, mystery shopping
at competitors’ stores and online offerings.
•
Both dfs and Sofology have focused on increased
‘in stock’ products to allow us to meet the demands
of our customers for quick delivery times.
Platforms: Movement:
Increase Unchanged Decrease
BUSINESS CHANGE
What is the risk?
The Group undertakes a number of significant
investment or business change projects that are
key to successfully executing its strategy.
As the Group looks to make changes to the IT
systems it is imperative that any risk of business
interruption is managed.
Failure to successfully implement these changes
could mean the business fails to deliver its strategy.
Potential impact
•
The business change programme does not
deliver the identified changes required to
support the business strategy.
•
Colleagues are resistant to change and cause
operational challenges.
•
Internal resources are not informed and fail
tosupport the initiative.
•
Failure to execute transformation projects
successfully could reduce the Group’s
operationalefficiency, erode the Group’s
marketleadership position and have a
negativeimpact on financial performance.
•
Failure to adapt to changes in customers’
behaviour or preferences.
Mitigation
•
An executive member (the COO) has responsibility
for transformation, overseeing a programme
structure and a team of project managers
dedicated to its execution.
•
Risk assessments completed for all critical
workstreams and challenged through Board
and Audit and Risk Committee discussions.
•
Experienced senior management engaged in
thedesign and delivery of the integration and
transformation plans providing regular updates
to the Board.
•
Regular review of transformation programmes
to ensure priorities and areas of focus are appropriate
to support delivery of the Group’s strategy.
•
Business Change team structure defined,
seniorlead appointed and clear scope of
accountabilities in place.
•
‘Cost to Operate’ workstream main focus, with
clear line of sight across all operating costs, split
into three main areas (People, Property, and Other).
•
‘Unify’ presents an opportunity to streamline
and consolidate multiple operations and
systems across the Group, enabling a simpler,
smarter and better business which will also
provide the foundations for growth in the future.
•
Significant cost reductions/inflationary increase
mitigations delivered in a year via internal/process
change, contract renegotiation and/or supplier
partner change.
•
External SME partners in place to support
initiatives as required, enabling a lower fixed
headcount internally.
•
Scoping commenced on remaining areas of
Group integration opportunities to further
enhance optimal commercial approach, create
aconsistent way of working and mitigate risk.
Sourcing and manufacturingTechnology and data Logistics People and culture

Annual Report and Accounts 2025 DFS Furniture plc34
Strategic Report
STAKEHOLDER ENGAGEMENT AND SECTION 172
ACTIVE ENGAGEMENT
A
THE LIKELY CONSEQUENCES OF
ANYDECISIONINTHELONG TERM
Why we engage
The Board knows that understanding its stakeholders
and what matters to them is key tothe Group’s
long-termsuccess.
How we engage
Throughout the year the Board reviews the progress
made against the Group’s strategy, the principle
risks faced by the business, and how we deliver on
our purpose and create the right culture in line with
our values.
Collectively the Board and the Group Leadership
Team work to ensure we balance managing our
cost base and investing for the future with the way
we reward our people and how we provide a return
on investments to ourshareholders.
Outcomes of engagement
Our customer propositions are in great shape
across both our dfs and Sofology retail brands with
Group order intake up +10% year on year and both
retail brands gaining market share.
All of this has led to revenue and profit growth
with underlying PBT(A) up £19.7m year on year to
£30.2m. In addition we have generated good levels
of free cash flow enabling us to reduce our debt by
£57.8m and strengthen ourbalance sheet.
Where to find it
•
CEO report
•
Our strategy
•
Key performance indicators
•
Financial review
•
Risks and uncertainties
•
Viability reporting
•
Responsible business report
•
Corporate Governance report
B
THE INTERESTS OF
OURCOLLEAGUES
Why we engage
Our colleagues are at the heart of our business.
TheBoard recognises the need to create a positive
culture where everyone feels welcomed, valued,
andrespected and that fosters talent and encourages
all our colleagues to achieve their full potential.
How we engage
The Board receives regular briefings on succession
planning, colleague engagement activities, retention
rates, learning and development activity, and pay
and reward initiatives, along with the results of our
twice yearly Your Say survey, designed to encourage
open and honest feedback from our colleagues.
We have six Colleague Inclusion Networks sponsored
by members of the Group Leadership Team, to
represent and support colleagues.
The safety and wellbeing of our colleagues is our
number one priority and we continue to roll out
measures to help, support and protect our colleagues.
Outcomes of engagement
A highly engaged, inclusive workforce with low attrition
rates and a culture where Everyone is Welcome.
Health, Safety, and the wellbeing of all our colleagues
is embedded into our ways of working, we provide
flexible working, and continue to improve our ways
of working.
Our colleagues have gained from an enhanced
benefits package in recent times, including a number
of family-friendly policies, such as enhancements to
paid maternity, neonatal, fertility, and adoption leave.
Where to find it
•
Chair’s statement
•
Chief Executive’s report
•
Our strategy
•
Responsible business report
•
Corporate Governance report
•
Directors’ Remuneration report
Section 172(1) of the Companies Act 2006 requires each Director to act
in the way he or she considers, in good faith, would be most likely to
promote the success of the Company for the benefit of its members as a
whole. This statement explains how the Board has embedded stakeholder
considerations into its decision making and, for each of the Group’s
stakeholder groups, matters that the Board considered during theyear.
S172 non-financial and sustainability information statement
The table below sets out where the information required to be disclosed under sections 414CA
and414CB of the Companies Act 2006 can be found in this Annual Report.
Reporting
requirement Relevant information Policies and standards
The Company’s
employees
Section 172 statement – Engaging our
colleagues – page 34
Responsible business report – pages 36 to 52
Directors’ Remuneration report – pages 73 to 87
•
Diversity and Inclusion Policy
•
Equal Opportunities Policy
•
Whistleblowing Policy
•
Group Health and Safety Policy
Business conduct
matters,
including anti-
corruption and
anti-bribery
Responsible business report – pages 36 to 52
•
Group Code of Conduct
•
Anti-Bribery Policy
•
Supplier Code of Practice
•
Whistleblowing Policy
Respect for
human rights
Modern slavery
Responsible business report – pages 36 to 52
Directors’ report – pages 88 to 91
•
Anti-Slavery and Human Trafficking Policy
•
Modern Slavery Statement year ended 30 June 2024
•
Data Privacy Policy
•
Group Human Rights Policy
Social matters
Responsible business report – pages 36 to 52
•
Tax Strategy
•
Group Code of Conduct
•
Group Communities and Charitable Giving Policy
Environmental
matters
Section 172 statement – Having regard to the
impact of the Company’s operations on the
community and the environment – page 35
Responsible Business report – pages 36 to 52
•
Environmental Policy
•
Group Timber Policy
•
Group Leather Policy
•
Group Water Policy
•
Sustainable Sourcing Policy
•
Biodiversity Policy
Copies of the Committees’ terms of reference and our policies are available at
www.dfscorporate.co.uk/governance/policies-statements.

Annual Report and Accounts 2025 DFS Furniture plc 35
Strategic Report Corporate Governance Financial Statements Shareholder Information
STAKEHOLDER ENGAGEMENT AND SECTION 172 CONTINUED
C
BUILDING STRONG, BENEFICIAL
RELATIONSHIPS WITH OUR
CUSTOMERS AND SUPPLIERS
Why we engage
As the market leader in upholstered furniture,
weare focused on our purpose of bringing great
design and comfort to our customers. The Board
recognises the importance of suppliers being treated
fairly to align with our values. Collaborating with
our suppliers enables us to bring new exciting,
andinnovative products to market.
How we engage
The Board receives regular updates on customer
insights, including the data from our customer
satisfaction survey (NPS) to understand what
matters to our customers.
Our long-standing partnerships with suppliers
arevitally important in delivering great quality
products for our customers. The Board receives
regular updates on our manufacturing and
sourcingstrategy.
Outcomes of engagement
Record established customer NPS scores for
bothour brands.
Building on customer feedback, and working with
our suppliers we have improved our customer
offering, product innovation, exclusive brand
partnerships and market-leading interest free
credit offering and improved insurance products.
This has resonated well with our customers,
contributing to our competitive advantage.
Where to find it
•
Chair’s statement
•
Business model
•
Chief Executive’s report
•
Market overview
•
Key performance indicators
•
Financial review
•
Responsible business report
D
THE IMPACT OF THE GROUP’S
OPERATIONS ONTHECOMMUNITY
ANDTHE ENVIRONMENT
Why we engage
The Board is committed to reducing our impact on
the environment and supporting the communities
in which weoperate.
How we engage
During the year, our net zero strategy to the Science
Based Targets initiative (‘SBTi’) was approved and
we have begun to make progress on our journey to
net zero with the commencement of a trial of electric
vehicles for ourservice team.
We continue to focus on improving the sustainability
of our products.
Working with our colleagues and our customers,
our brands support several charities and every
colleague is entitled to a volunteering day to
support good causes of their choosing.
Outcomes of engagement
Our 2050 net zero and near-term decarbonisation
targets submitted to the SBTi last year, have now
been validated. We have continued to work with
partners and suppliers to reduce our Scope 3 emissions,
while also continuing our efforts in our own operations
to meet our Scope 1 and 2 reduction targets.
dfs has partnered with BBC Children in Need since
2013, raising over £8.1m since that time. Sofology
has a partnership with Home-Start UK, a local
community network helping families with young
children through challenging times. Our delivery
company, The Sofa Delivery Company, partners
with Andy’s Man Club, and colleagues have taken
part in a range of activities to raise both money
andawareness.
Where to find it
•
Chair’s statement
•
Chief Executive’s report
•
Responsible business report
•
Risks and uncertainties
•
Directors’ report
E
THE NEED TO MAINTAIN A
REPUTATION FOR HIGHSTANDARDS
OF BUSINESS CONDUCT
Why we engage
The Board is committed to ensuring good governance
and maintaining high standards of business conduct.
We are committed to acting professionally, fairly and
with integrity in all our dealings and relationships.
How we engage
The Group is transparent in our approach and publish
our policies including our Group Code of Conduct,
Modern Slavery statement, Tax Strategy, and
Gender pay gap reporting on our corporate website.
Outcomes of engagement
Our colleagues receive training on our Code of
Conduct, and other keyareas to prevent fraud and
ensure compliance with regulatory requirements.
Our Supplier Code of Practice applies to all product
suppliers and our partners are required to comply
with our minimum standards of ethical behaviour.
We rolled out our ‘Consumer Duty’ compliance
programme to all employees in customer-facing
roles with a clear focus on vulnerable customers
andhow we meet their needs.
Our Governance and Risk Committee reviews
compliance with all our mandatory policies.
Where to find it
•
Responsible business report
•
Corporate governance report
•
Directors’ remuneration report
F
THE NEED TO ACT FAIRLY
MEMBERS OFTHE COMPANY
Why we engage
The Board seeks to ensure investors receive a fair
and balanced return on their investment. The Group
engages with our investors to ensure their views and
interests are considered when developing strategy.
How we engage
The Board and individual Directors have regular
dialogue with our institutional investors, potential
investors and analysts throughout the year providing
insight to their views and policies.
To refresh that engagement during the year,
theBoard reviewed its corporate brokers and
appointed Panmure Liberum as corporate brokers
alongside Peel Hunt.
Outcomes of engagement
This engagement provides us with a clear understanding
of our shareholder priorities and their views on
howwe are progressing. We take their views into
consideration when making decisions on balancing
investment, leverage andshareholder returns.
We welcome engagement with private
shareholders at our Annual General Meeting.
Where to find it
•
Chair’s statement
•
Market overview
•
Financial review
•
Investment case
•
Business model
•
Corporate Governance report
•
Directors’ Remuneration Report

Annual Report and Accounts 2025 DFS Furniture plc36
Strategic Report
RESPONSIBLE BUSINESS REPORT
Alison
Hutchinson
Chair of the
Responsible and
Sustainable Business
Committee
Read Alison’s profile
onpage 56
KEY ACTIVITIES FROM 2025
•
Approval and progress review of carbon
reduction targets (including bonus targets)
•
Review of culture and inclusion strategy
andprogress to date
•
Approval of updated policies, including
Sustainable Sourcing, Timber and Leather
•
Review of proposed legislative requirements,
including ESPR, EUDR and ISSB
•
Development and sponsorship of our
Colleague Networks
•
Continuation of our support for charity partners
and new sponsorship of Doncaster Pride
•
Emerging partnership with Diversity in
Retail and associated development programmes
COMMITTEE MEMBERS DURING FY25
Alison Hutchinson (Chair)
Steve Johnson
Jo Boydell
Gill Barr
Tony Buffin (from 24 February 2025)
Bruce Marsh (from 1 August 2024)
Loraine Martins (to 31 July 2024)
WELCOME TO THE REPORT
OF THE RESPONSIBLE
ANDSUSTAINABLE
BUSINESSCOMMITTEE
When we talk to stakeholders, they often comment
that our people are what make DFS Group so special
and drive our success.

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Strategic Report Corporate Governance Financial Statements Shareholder Information
RESPONSIBLE BUSINESS REPORT CONTINUED
Our unique culture is something that we have long
recognised, and whenever I spend time with our
teams, it is so inspirational and informative. We
foster a culture of inclusivity, striving to ensure all
colleagues can bring their whole selves to work
and thrive. It means many of our talented colleagues
stay with us for decades.
The past 18 months have brought global and economic
uncertainty, and ESG has come under the spotlight.
However, as a Board, we have collectively remained
focused on progressing as a responsible, inclusive,
and sustainable organisation. I am pleased to report
that we have made solid progress against our goals.
OUR PEOPLE AND COMMUNITIES
Our ‘Everyone Welcome’ culture is an even bigger
part of how we work, resulting in even better inclusion
scores in this year’s Your Say colleague survey.
171 colleagues celebrated 25 years or more of
service with us in FY25, many of whom started
their careers at DFS. It’s a wonderful reflection of
what it’s like to work at the Group. Our culture is
also reflected in our colleague turnover rate of just
15% which is remarkably low and unusual for the
retail industry.
I have been heartened to see our Colleague
Networks get even stronger, with more support
from senior leaders to sponsor different networks.
We have also maintained our partnership with
Diversity in Retail, providing peer support and
programmes to help future women and ethnic
minority leaders develop - all essential to creating
a more equitable, diverse and inclusive Company
that represents the communities we’re proud to
bepart of.
We have continued Giving Back, donating profit
before tax and products to good causes, while
offering colleagues time off to volunteer. We’d like
to thank our customers for their continued support
in fundraising efforts for the charities supported
across the Group. Sofology continues to raise funds
for Home Start in partnership with Pennies, The
Sofa Delivery Company raises funds for Andy’s
Man Club and dfs and Group functions, with our
customers, have now raised more than £8m since our
partnership with BBC Children In Need started in
2013. I could not be prouder of everyone’s efforts
here – and of the endeavours of colleagues whose
determination
has raised money for other causes
close to their hearts.
Read more on page 38
OUR ENVIRONMENT
We are still fully committed to reducing our impact
on the environment and cutting our emissions to
reach net zero before 2050. That is why having
clear, science-based goals to guide us is so important.
I was therefore delighted that our 2050 and
near-term decarbonisation targets submitted to
theScience Based Targets initiative (‘SBTi’) last year,
have now been validated.
Supported by our ‘In This Together’ campaign, we
have continued to work with partners and suppliers
to reduce our Scope 3 emissions, while also continuing
our efforts in our own operations to support our
Scope 1 and 2 reduction targets.
The Sofa Cycle remains at the heart of our strategy
and net zero ambition, and we have made great
progress by creating our first-ever Digital Product
Passport (‘DPP’), and developing our first Lifecycle
Assessment – an invaluable tool to help us better
understand the impact of our materials and processes.
Further information is available on page 41
LOOKING FORWARD
With so much to be encouraged by in FY25, I’d
liketo thank every one of our colleagues for their
commitment, which is driving us forward. I’d also
like to thank the Committee and welcome Tony
Buffin and Bruce Marsh, bringing the RSC in line
with our other Board Committees showing the
importance we place on ESG. It’s great to have
theircontribution to the Committee.
In FY26, we will continue to progress towards
netzero and transition to a more circular business
model. We will also stay focused on making DFS
Group a more diverse and inclusive place to work,
and supporting our local communities to flourish.
All this matters, not only because it’s the right thing
to do, but because it’s key to our success as a business
and the value we create for all our stakeholders.
Thank you to everyone who continues to work with
us. I look forward to sharing more of our progress
with you next year.
Alison Hutchinson
Chair of the Responsible and
Sustainable Business Committee
SeniorIndependent Non-Executive Director
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc38
Strategic Report
RESPONSIBLE BUSINESS REPORT CONTINUED
See our website for further
information about colleague
wellbeing.
It means keeping our people and customers safe,
supporting our colleagues’ wellbeing, and investing
in their learning and development.
It also means embedding our inclusive Everyone
Welcome culture, being more representative of
thecustomers we serve, and giving back to local
communities while running the Group responsibly
and ethically.
It is not just the right thing to do. It is fundamental
to our business, our performance, and the value we
create for all our stakeholders.
HEALTH AND SAFETY
Our Health and Safety Strategy is built on a simple
but powerful vision: Everyone has the right to go
home safely.
We take personal and collective responsibility to
build a culture that reduces the health and safety
risks of our activities, products and services. Our
approach aligns with our Group Code of Conduct.
Leadership and culture are at the centre of the
Group’s Health and Safety Strategy. Our commitment
to making safety a core value is championed by
visible, engaged leadership across all levels of the
Group. We have invested in NEBOSH Leading
Safety Excellence training for all senior leaders,
and bespoke safety leadership masterclasses for
all managers and supervisors.
Other key components of our Group Health and
Safety Strategy are proactive risk management,
collaboration, driving continuous improvement
through assurance, and developing colleagues’
H&S skills and capability.
Making safety a core value ensures it remains
integrated into our business decision making
andprocesses.
In 2025, we were commended in the Best Use
ofHealth and Safety Data to Lower Incident Rates
category at the Safety and Health Excellence Awards.
As the leader in our market, we want to be the sofa
specialist in the UK – and that includes being a great
employer and helping the communities we are part
ofto thrive.
OUR PEOPLE
ANDCOMMUNITIES
COLLEAGUE WELLBEING
We know that everyday life can be challenging.
Tohelp our people be at their best, we are
committed to supporting their mental, physical
andfinancial wellbeing.
We focus on empathetic leadership and psychological
safety at work, empowering managers to take an
approach that puts people first.
In FY25, we continued to provide tools that allow
us to signpost colleagues effectively and enable
them to look after their wellbeing in ways that
work for them. Our offer includes an employee
assistance programme, Mental Health First Aiders,
health checks, discounted gym membership and
much more.
Case study
REDUCING HAND AND FINGER INJURIES
When we noticed a rising trend in hand and
finger injuries related to furniture handling,
wetook action, reduced incidents by 33%, and
set a benchmark for continuous improvement.
Read more about our Health and
Safety Strategy on our website
dfscorporate.co.uk.
KEY ACTIVITIES
We are ambitious by nature. One of our core
values is Aim High but another is Be Real. So
wehave a set of clear ambitions with milestones
every year. Here are some of the highlights:
1
Building an inclusive and supportive
colleagueexperience.
2
Developing people-focused leaders.
3
Connecting our colleagues and prioritising
theirwellbeing.
4
Customers and colleagues have raised
over£8mthrough our long-standing
partnership with BBC Children in Need.
5
Our teams are making a meaningful
difference in their communities and raising
funds for charities close to their hearts.
6
We’re proudly working alongside
Andy’sManClub to raise awareness
ofthecharity and help prevent men’ssuicide.
OVERVIEW
We are committed to creating a great place to
work where everyone feels safe, respected and
empowered to be themselves, develop and thrive.
We are also proud to be part of hundreds of local
communities, dedicated to helping each one flourish.
UN SDGS
Goal 5 - Gender Equality
Gender split page39
Goal 8 - Decent Work
andEconomic Growth
L&D page39
Goal 10 - Reduced inequalities
Culture & Inclusion page 39
Goal 01 - No Poverty
Home Start page 40
Goal 03 - Good Health
and Well-being
Andy’s man club page40

Annual Report and Accounts 2025 DFS Furniture plc 39
Strategic Report Corporate Governance Financial Statements Shareholder Information
RESPONSIBLE BUSINESS REPORT CONTINUED
LEARNING AND DEVELOPMENT
We are also determined to invest in everyone who
works for us, providing learning and development
opportunities that help them – and our business –
to succeed.
Building leadership capability, nurturing skills
atalllevels, and improving colleague experience
through learning are all fundamental parts of our
People Strategy.
Leadership capability
In FY25, 12 leaders completed our Senior Leadership
Development Programme, with a further 21 taking
part in the Spring cohort. More than 500 managers
attended Group Leadership Academy workshops,
and 244 leaders took part in our internal leadership
virtual workshops.
We delivered over 2,500 learning hours through
our academy for DFS store managers, while leaders
at The Sofa Delivery Company completed more than
980 hours through their development programme.
Skills and capability
Apprenticeships provide people with the chance
tolearn, earn and develop new skills, while also
building a pipeline of talent. In FY25, 42 colleagues
took part in an apprenticeship programme, 36%
ofthem working towards the higher Level 6 and
7qualifications.
DFS launched a home learning hub with 8,500
modules completed by team members across all
showrooms, building their knowledge of home
products. Sofology launched its new ‘Glow and
Grow’ learning offer, with over 180 online courses
completed. Across the Group, colleagues worked
through a total of 69,152 learning hub modules.
Improving representation
Representing the communities we are part of is key
to creating a great place to work and supporting
people from all backgrounds to succeed.
Since 2021, we have been working towards equal
gender representation in showroom management.
We are making steady progress towards our ambition
to reach an equal gender split, and 33% of managers
are now female.
Among our leadership team, we are working towards
greater gender and ethnic representation, while
being mindful of expected colleague turnover.
Progress at this level has been limited in FY25
because of low attrition and restructuring across
the Group.
Gender mix by role as at 29 June 2025
Board
G LT *
Senior Leaders
Total (ALL)
Male FY25: 4 (50%), FY24: 3 (43%)
Female FY25: 4 (50%), FY24: 4 (57%)
Male FY25: 3 (75%), FY24: 3 (60%)
Female FY25: 1 (25%), FY24: 2 (40%)
Male FY25: 51 (59%), FY24: 52 (60%)
Female FY25: 35 (41%), FY24: 34 (40%)
Male FY25: 2,966 (63%), FY24: 3,048 (64%)
Female FY25: 1,744 (37%), FY24: 1,682 (36%)
FY25
FY25
FY25
FY25
FY24
FY24
FY24
FY24
Colleague experience
We launched a new onboarding and induction
programme for dfs in FY25, linked to the brand’s
sales model. Those taking part took an average of
27 days to get up to speed, and they gave it a Net
Promoter Score of 60. This means 6 out of 10
would highly recommend the programme to others.
EQUITY, DIVERSITY AND INCLUSION –
EVERYONE WELCOME
Embedding our Everyone Welcome culture is
fundamental to our success at DFS Group and
sitsat the heart of our People Strategy.
We believe that every one of our colleagues should
feel respected, supported and free to bring their
whole self to work every day.
By ensuring inclusion is central to decision making,
we believe we can attract, retain, and develop
diverse talent, helping our teams – and business –
to thrive.
Active colleague listening informs our approach
tobuilding on our inclusive culture, supported
bydeveloping our leaders, improving colleague
experience for everyone, and using data to drive
decision making and our overall strategy.
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WELCOME
Colleague Networks
Our Colleague Networks bring like-minded people
together to build a real sense of belonging. Key to
our ‘always on’ listening, they provide qualitative
insights to complement the quantitative data we
gather to inform decision making.
Strategic community partnerships
Our external partnerships are further proof of our
commitment to equity, diversity and inclusion. They
extend our social impact, strengthen our employer
brand, and help us to engage our colleagues.
Through a new relationship with Carers UK,
wearebetter supporting team members with
caring responsibilities, who make up around 10%
ofour workforce. Meanwhile, ongoing rollout of
theHidden Disabilities Sunflower means we are
educating our people about non-visible disabilities
and are confident in supporting both colleagues
and customers.
Our ongoing partnership with Diversity in Retail
(‘DiR’) enables peer-to-peer networking and
benchmarking to drive continuous improvement.
We are also supporting people through DiR’s
Women’s and Ethnic Future Leaders programmes
to develop our pipeline of future diverse talent.
Find out more about these
partnerships, our Colleague
Networks and our Everyone
Welcome approach on our website.
* GLT excludes CEO and CFO.
Learning hub modules worked through
across the Group
69,152

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Strategic Report
RESPONSIBLE BUSINESS REPORT CONTINUED
Ethical supply chain and
business practices
We are committed to eradicating all forms
ofmodern slavery and human trafficking. We
continue to take action to tackle the issue and
we report our progress annually in our Modern
Slavery Statement. Our Modern Slavery Policy
has been issued to all our colleagues, suppliers,
and partners. It clearly states the actions to
take if a case of modern slavery is discovered
orsuspected. We work with our suppliers to
ensure they take appropriate steps and manage
risks within their own supply chains.
We have a robust governance structure in
place to ensure we conduct ourselves honestly,
ethically and sustainably.
See Sustainable Governance on page 46 for
further details
Read more in our Modern Slavery Statement
Read more in our Modern Slavery Policy
Looking ahead
We plan to expand our work to improve gender
andethnicity representation at leadership level
toour most senior leaders.
To strengthen the foundations we have laid and
improve colleague experience, we will continue our
efforts with a particular focus on data, recruitment
and leadership. We will track our progress via the
three inclusion scores in the Your Say survey.
We will sponsor eight more colleagues to join
Diversity in Retail and continue to support it to
provide leaders with allyship opportunities and
minority groups with development programmes.
•
our in-store prize draw ‘Give me Five’, where
customers donate £5 to BBC Children in Need
for a chance of winning their order for free.
BBC Children in Need
dfs and our Group functions have partnered with
BBC Children in Need since 2013, raising over
£8.1m since then. In FY25, our customers raised
£566,707 and colleagues £37,282.
We are on a mission to help Children in Need fund
over 140 trusted adults to talk to 15,000 youngsters
early and help them to manage and prevent mental
health difficulties.
Home-Start UK
Sofology is partnered with Home-Start UK,
alocalcommunity network of trained volunteers
and expert support, helping families with young
children through challenging times. It works in
71%of local authority areas across the UK.
In FY25, Sofology customers raised £20,043
andcolleagues £473. This money will help to
fundvital training for Home-Start’s volunteers.
Andy’s Man Club
The Sofa Delivery Company has been supporting
this men’s suicide prevention charity since 2023 –
astrong fit for the predominantly male workforce.
Colleagues have taken part in a range of activities
to raise both money and awareness. They collected
a total of £13,627 in FY25.
Our charity partnerships are powered by generous
customers and team members taking part in fundraising
and personal challenges. To support them, our
matched giving schemes provide additional funding,
adding a total of £9,740 to the sums raised in FY25.
Our product donations to worthy causes totalled
£33,248 this year. One example is Homewards in
Aberdeen. Working alongside local furniture suppliers,
it has launched a pilot to donate essential items for
around 30 properties, supporting people moving
on from homelessness. We are providing sofas
andbed bases.
Case study
OUR COLLEAGUES IN ACTION
From sky-dives and hikes to runs and mountain
challenges, determined team members from
across the DFS Group push themselves every
year to raise funds for the charities close to
theirhearts.
Read some of their stories
andmore about our charity
partnerships on our website.
Our progress in FY25
This year, we were pleased to see an increase
in the two inclusion scores in our Your Say
colleague survey. They rose to 83% and 86%,
while a new question measuring belonging
scored a strong 76%. At Group level, there
were no significant dips in scores for colleagues
from our minority communities.
In FY25, we also:
•
engaged more than 60% of our people
toprovide data about their protected
characteristics to inform our future
Everyone Welcome plans;
•
launched an accessibility widget on our careers
sites to support candidates with disabilities;
•
trained our internal team on inclusive hiring
and launched a revised Recruitment Policy;
•
strengthened Colleague Networks by
embedding executive sponsorship of them all;
•
designed and delivered a bespoke Leading
for Inclusion module to Group Leadership
Team and 70+ self-enrolled leaders; and
•
saw 85% of colleagues across the Group
complete our learning module on preventing
sexual harassment in response to
legislative change.
Total raised for BBC Children in Need
since2013
£8.1m
Finally, colleague network insights will continue to
drive other partnerships and initiatives, such as
Doncaster Pride sponsorship and our affiliation
with Carers UK.
COMMUNITY IMPACT
As well as striving to represent the hundreds of
local communities we are part of, we are committed
to supporting them to thrive through our Giving
Back commitments and charity partnerships.
Giving Back is our way to support local charities
and organisations to make a positive difference by:
•
donating up to 1% of our profit before tax to
charitable causes (including money we donate
to charity partners and sums donated through
matched giving);
•
giving away up to 1% of our products a year
tocharities and organisations who need them
most; and

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Strategic Report Corporate Governance Financial Statements Shareholder Information
RESPONSIBLE BUSINESS REPORT CONTINUED
We are determined to improve environmental impact
across our supply chain and operations to help
safeguard resources for future generations.
OUR ENVIRONMENT
Our ambition is to reduce our greenhouse gas
(‘GHG’) emissions and reach net zero before 2050
– and ultimately become a business built around
the circular economy.
As we strive to make continued progress in these
areas, we are guided by our Sofa Cycle framework.
THE SOFA CYCLE
Launched in 2020, The Sofa Cycle is our framework
for assessing the impact of every part of our operations
and value chain – from material extraction and
responsible sourcing to the end of life of our products.
It highlights how each stage of the product lifecycle
is interconnected, starting with the raw materials
we choose. Because materials have the biggest
impact on both our carbon footprint and biodiversity,
reducing material use through a circular approach
iscritical to achieving our net zero goals.
To lower this impact, we design and manufacture
our products for longer lifespans and repeated
reuse. We are also working to improve other key
areas, including low-carbon upstream transport,
reducing operational emissions, and using minimal
but effective packaging. End of life processes for
upholstery remain an industry-wide challenge,
especially for legacy products that may contain
restricted substances (POPs).
The Sofa Cycle framework underlines the complexity
of the net zero journey. Many elements of the
product lifecycle need to evolve, but tackling them
in isolation can sometimes increase the footprint.
Building a truly connected and integrated approach
takes time – but we are making progress.
OVERVIEW
We are committed to reducing our environmental
impact across our supply chain and operations to
safeguard resources for future generations.
UN SDGS
Goal 12 - Responsible
consumption andproduction
Our product page43
Goal 13 - Climate Action
Path to net zero page42
Goal 15 - Life on Land
Our product page43
KEY ACTIVITIES
We have a set of clear ambitions with milestones
every year. Our FY25 roadmap covered all
aspects of the Sofa Cycle, with different
stakeholders contributing to our success.
Hereare some of the highlights:
1
Net Zero and near-term emissions
reductiontargets approved by Science
BasedTargets initiative
2
Over 90% of our timber and leather comes
from certified sources
3
Biodiversity assessments completed across
keyUK sites

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Strategic Report
RESPONSIBLE BUSINESS
REPORT CONTINUED
KtCO
2
e %
3.01 – Purchased goods
andservices 212.4 84%
3.04 – Upstream transportation
and distribution 27.1 11%
All other categories 14.5 6%
Total Scope 3 emissions 254.0
OUR CIRCULARITY AMBITION
Circularity is built on the principle of using
materials responsibly. That means extracting
maximum value by reusing and recycling them,
ultimately reducing overall consumption.
Our products are currently not engineered to enable
such reuse over multiple lifecycles. We will only be
able to transition to a circular approach by redesigning
our furniture and changing how it is made, what it is
made from, and how it is used.
This will not be quick or simple because it requires
collaboration – and innovation – throughout the
entire value chain. However, we are taking our
firststeps on this journey and will be building
theinfrastructure we need in the near future,
engaging stakeholders along the way.
We welcome the establishment of the Circular Economy
Taskforce to help the government to create a circularity
strategy for England. We also support the Department
for Environment, Food & Rural Affairs (‘DEFRA’s)
engagement with industry to understand what is
needed to deliver this ambitious plan.
OUR NET ZERO STRATEGY VALIDATED
Setting clear targets based on climate science is
fundamental to the achievement of our decarbonisation
ambitions. Such is its importance that carbon reduction
is a bonus target for our Executive Directors and
Group Leadership Team.
See pages 80 and 81 for further information.
In November 2024, the Science Based Targets
initiative (‘SBTi’) approved our net zero goal: to cut
absolute Scope 1, 2 and 3 emissions by 90% before
FY50, based on a 2023 baseline.
SBTi also validated our two near-term targets:
•
to reduce our own absolute Scope 1 and 2
emissions by 54.6% by FY33; and
•
to ensure that suppliers covering 73% of our
Scope 3 emissions from purchased goods and
services, and upstream transport, have developed
and published their own science-based targets
by FY28.
2025 Scope 3 emissions by category –
%ofScope 3 emissions
IN THIS TOGETHER
Before we submitted our targets to SBTi, our
InThis Together engagement campaign aimed
to make sure suppliers are involved in our Net
Zero journey by setting science-based targets of
their own.
We asked them to sign a letter committing to
the FY28 goal and sought their buy-in to cover
20% ofour Scope 3 emissions. However, we
surpassed this by achieving support for 59%.
Using resources including SME Climate Hub,
we have since been working one to one with
suppliers to help them with carbon accounting
and explore what a path to net zero would
look like for them. Everyone is different, as is
their appetite and ability to make changes, but
we are committed to partnering with them all to
drive progress.
Last year only a handful of our manufacturing
partners had calculated their Scope 1 and 2
carbon footprints. However, by June 2025 this
had increased to more than 41%. Over 35%
had calculated their Scope 3 emissions.
Scope 3 emissions*
Absolute emissions (KtCO
2
e)
FY25 FY24
%
Increase/
(decrease) FY23 FY22 FY21 FY20 FY19
3.01 – Purchased goods and services 212.4 158.2 34.3 219.2 321.1 309.2 215.8 284.8
3.02 – Capital goods 1.3 2.2 (42.1) 3.6 17.4 15.1 10.3 8.2
3.03 – Fuel and energy-related activities 4.7 4.8 (2.1) 5.2 4 4.2 4 3.9
3.04 – Upstream transportation
anddistribution 27.1 28.3 (4.3) 35.4 74.6 58.5 33.2 36.7
3.05 – Waste generated in operation 0.2 0.3 (22.4) 0.3 1.4 1.3 0.9 1.3
3.06 – Business travel 1.1 0.7 54.3 0.5 1.2 0.8 1.3 1.3
3.07 – Employee commuting* 3.4 3.5 (2.0) 3.7 4.7 4.1 4.5 5.4
3.08 – Upstream leased assets — — — 0.6 4 3.2 3.1 2.5
3.11 – Use of sold products* 0.3 0.3 (8.7) 0.3 0.6 0.7 0.5 0.7
3.12 – End of life treatment of
soldproducts 3.5 3.1 11.0 5.2 10.2 9.7 7.1 9
Total scope 3 emission 254.0 201.4 26.1 274.0 439.2 406.8 280.7 353.8
* Where data is shared by supplier partners, which is difficult to verify, it is reported in good faith. All information provided represents
end-of-financial-year (FY25) figures unless otherwise stated.
The SBTi calculation methodology excludes aspects of certain sub-categories (3.06, 3.07 and 3.11). These are excluded from the table
above and prior periods have been restated. The methodology applied is set out in the Basis for Reporting. FY23 onwards uses a
spend-based calculation methodology for 3.01 to align to SBTi requirements. Emission prior to FY23 used an activity approach where
possible for 3.01.
Total emissions
254.0
KtCO
2
e
Scope 3.01 increased by 34% in FY25 due to the
increased sales volume, but additionally, the inclusion
of more detailed spend analysis of materials within
our own manufacturing. Materials such as foam,
fibre and polyester fabrics have a higher emission
factor than generic household furniture, which we
use for the majority of purchase goods for sale.
Spend-based calculations are used to ensure the
veracity and auditable data, but we recognise that the
emission factors do not accurately reflect the true
impact of our spend. Verified activity data is the ideal
and we plan to move to this methodology in future.
The increased sales volumes, especially in motion
furniture ranges, are also reflected in Scope 3.12
end of life emissions.
Our capital goods emissions (3.02) reduced significantly
due to the cost reduction programme, while
business travel (3.06) has increased significantly,
driven by a rise in employee flights related to
supplier engagement activities, including product
development and supplier quality audits.

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RESPONSIBLE BUSINESS REPORT CONTINUED
Our
products and
value chain
SUPPLIER OPERATIONS
We have several targets for our value chain, focusing on the environmental impacts of the raw
materials we use and their processing. We set dates by which we ask suppliers to meet these targets
and, as the dates expire, our requirements move from ambition to expectation. This approach provides
fair warning, leaving them sufficient time to consult and adapt.
All our timber and leather value chains are audited and risk assessed by our partner Track Record Global.
In addition to working with our suppliers to
reduce their carbon emissions, which in turn
reduces our own, they are on a journey with us
tocreate more sustainable products and utilise
materials more sustainably. We also expect them
to act ethically and protect human rights at all times.
OUR APPROACH
Our Sustainable Sourcing Policy sets out seven
high-level principles for suppliers to follow,
underpinning both the minimum standards we
expect them to meet and our approach. It applies
toour entire supply chain globally and covers:
•
the requirement for suppliers to act ethically;
•
protecting human rights;
•
supporting our suppliers and partners;
•
delivering value to our customers and shareholders;
•
taking responsibility for our impact
ontheenvironment;
•
being fair and transparent with suppliers,
including how information is used; and
•
championing sustainable innovation
inourindustry.
We regularly update the Sustainable Sourcing
Policy and work closely with our Commercial and
Quality teams to support suppliers on their journey.
A copy of the Policy is available on our website.
For further information about our approach to human
rights in the supply chain, see Sustainable Governance
on page 46
Timber
Requirement: Forest Stewardship Council
(FSC
®
)* and Programme for the Endorsement
of Forest Certification (PEFC)** accreditation
to ensure timber is sourced from responsibly
managed forests.
Target: FSC and PEFC-certified timber used
in all products by December 2025.
FY25 progress: 93%.
* DFS Furniture PLC incorporating DFS Trading
Ltd T/A DFS and Sofology Ltd T/A Sofology
FSC
®
License holder FSC-C192921
** PEFC/16-44-2518
Packaging
Requirement: The Global Recycled Standard
(GRS) or equivalent, given that single-use
plastic is an important issue for the
environment and our stakeholders.
Target: 50% of all plastic packaging contains
50% recycled content by June 2026.
FY25 progress: 14%.
Leather
Requirement: Leather Working Group (LWG)
certification for all tanneries and curers to
ensure they follow best practice in water and
chemical management.
Target: Leather used in upholstery sourced
from LWG-certified supply chains by
December 2024.
FY25 progress: Achieved.
Textiles
Requirement: Textile mills with OEKO-TEX
STeP certification so that we know they have
responsible environmental management
systems and ethical labour practices in place.
The Global Recycled Standard (GRS) or
equivalent, as we also strive for recycled
material to be used in new textiles.
Target: 20% of all new textiles contain
recycled content by June 2027.
FY25 progress: 4%.
Making progress
We conduct an annual impact assessment with
our manufacturing partners to see how they are
improving environmental and responsible sourcing
standards in their own operations. The number
ofcompanies implementing an environmental
management system has more than doubled in
the last 12months, ensuring they better
understand their waste, water, and energy
consumption. More than half now have the
internationally recognised ISO 14001 certification.
BIODIVERSITY
With biodiversity loss an increasingly important
issue, it is essential that we understand how
our operations and value chain both impact and
rely upon the natural world. Our work to address
this is underway and we have honed our focus
to make sure we have a meaningful impact.
We began by using the WWF Biodiversity
RiskFilter, mapping our timber and leather
supply chains to forests and farms respectively.
However, the geographic spread and nature
oftheir impact is so diverse that meaningfully
tackling this at scale is challenging. That said,
we shared the insights gathered with our key
suppliers to enable the right conversations
intheir own value chains.
For now, we are focused on where we can
make a direct impact: at our own sites in the
UK. We have commissioned assessments from
biodiversity specialists covering ten of our
locations, and we are looking for opportunities
to support biodiversity net gain through
rewilding and habitat creation.
Moving forward, we intend to use the Taskforce
on Nature-related Financial Disclosures (‘TNFD’)
framework to enable comparable reporting and
identify and report material financial risks associated
with natural resources in our value chain.
See our website for more information
about our approach to raw materials
and sustainable sourcing.
dfscorporate.co.uk.

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Strategic Report
RESPONSIBLE BUSINESS REPORT CONTINUED
Compared to our wider value chain, the environmenta l
impact of our operations is relatively small, but we
are taking steps to minimise it as much as possible.
This year, we again secured ISO 14001 accreditation
for the Group – the internationally recognised standard
that provides a framework for organisations to improve
environmental performance.
Despite this achievement, we have continued to
face challenges, such as heating large distribution
centres and providing low-carbon HGVs when few
solutions are available. However, we are trialling
new technology where we can.
Understanding the impact of our operations is
essential to ensuring the initiatives we deploy
areeffective. So is improving accuracy when
wemonitor our use of energy, fuel and water.
ACHIEVING NET ZERO IN OUR OPERATIONS
Our climate goals approved by the Science Based
Targets initiative (‘SBTi’) in November 2024
include:
•
reducing absolute Scope 1 and 2 emissions
by90% before FY50, with only the last 10%
being offset or removed; and
•
a near-term target to reduce absolute Scope 1
and 2 emissions by 54.6% by FY33.
Both these targets are compared to our FY23
baseline. To help us achieve them, we are focusing
on moving to electric heating in our stores, warehouses
and factories; decarbonising our vehicle fleet; and
improving the energy efficiency and maintenance
ofour sites and vehicles.
FY25 PROGRESS
Over the past four years, we’ve switched our
company car scheme to hybrid and electric
vehicles only, fully replacing all petrol and
diesel cars. We’ve also introduced hybrid and
electric vans for our service managers. To help
more colleagues make the switch to electric,
we’ve launched a salary sacrifice leasing
scheme and are installing more EV charging
points across our sites – for our teams, visitors,
and even the local community.
To reduce fuel consumption, we have continued
to see the positive impact of postcode integration
and geo-fencing in our logistics planning,
which creates more efficient routes for our
delivery teams.
Another priority is the continued implementation
of our sites’ decarbonisation strategy, linking it
to store acquisitions and refits, and including
installing better insulation and energy efficient
lighting. As a result of our trading peaks, and
the most viable time to implement these
changes this has meant that much of the
energy saving we achieved in FY25 occurred
after the winter peak.
In two of our distribution centres, which are
large and hard to keep warm, we have undertaken
an infrared panel heating trial to ‘heat the humans’,
rather than the cavernous space around them.
This trial will continue throughout FY26.
Scope 1 and 2 emissions in tCO
2
e by region
The tables below show our energy use and associated greenhouse gas emissions in line with the UK
government’s Streamlined Energy and Carbon Reporting requirements.
Scope 1 and 2 have been externally assured by DNV Business Assurance UK Services Ltd https://www.
dfscorporate.co.uk/responsible-business/our-environment/sustainable-governance/
Absolute emissions (tCO
2
e)
FY25
UK
FY25
Rest of
world
(ROI)
Total
FY25
(tCO
2
e) FY24
% increase/
(decrease) FY23 FY22 FY21
Scope 1 emissions 13,469 544 14,013 14,441 (3.0) 15,297 16,215 18,058
Scope 2 emissions
Market based 61 — 61 64 (4.7) 104 223 1,697
Location based 4,709 139 4,848 5,529 (12.3) 5,684 5,828 5,797
Total Scope 1 and
2 market based 13,530 544 14,074 14,505 (3.0) 15,401 16,438 19,755
Emission intensity (tCO
2
e/£m gross sales)
FY25 FY24
% increase/
(decrease) FY23 FY22 FY21 FY20 FY19
Scope 1 emissions 10.1 11.0 (9.1) 10.7 11.0 13.3 18.6 14.5
Scope 2 emissions
Market based 0.04 0.05 (9.12) 0.07 0.2 1.2 5.6 5.3
Location based 3.5 4.2 (9.17) 4.0 4.0 4.3 5.6 5.3
Gross sales (£m) 1,388.3 1,311.8 1,423.6 1,474.6 1,359.4 935.0 1,165.0
Energy consumption in MWh - by region
UK
Rest of
the world
(ROI)
Total
FY25
MWh UK
Rest of
the world
(ROI) FY24
% increase/
(decrease)
Scope 1
Heating 19,225.86 420.24 19,646.10 17,013.42 415.09 17,428.51 12.72
Transport fuels 36,709.59 1,768.81 38,478.40 40,490.21 1,373.56 41,863.77 (8.09)
Scope 2
Purchased electricity 26,605.48 563.98 27,169.46 26,091.43 600.61 26,692.04 1.79
Total energy
consumption 82,540.93 2,753.03 85,293.96 83,595.06 2,389.26 85,984.32 (0.80)
Case study
ON THE ROAD TO NET ZERO
DFS Group is accelerating its journey to net
zero by replacing all company cars and service
manager vans with electric vehicles, expanding
EV charging infrastructure, and optimising
fleet efficiency.
Visit our website to read more
about how we are decarbonising
our vehicle fleet.
Our
operational
impact

Annual Report and Accounts 2025 DFS Furniture plc 45
Strategic Report Corporate Governance Financial Statements Shareholder Information
RESPONSIBLE BUSINESS REPORT CONTINUED
ACHIEVING NET ZERO IN OUR OPERATIONS
CONTINUED
Scope 1 and 2 emissions
2025
1
14,013
2
61
2024
1
14,441
2
64
2023
1
15,290
2
49
2022
1
16,215
2
223
2021
1
18,058
2
1,697
2020
1
17,462
2
5,195
2019
1
16,873
2
6,189
Direct emissions - Scope 1
Indirect emissions - Scope 2
In FY25 we saw a small increase in gas consumption
across a handful of sites due to adjustments for
sporadic meter readings. In FY26 all locations will
have fully automated meters to ensure real-time
reporting. The reductions in mobile emissions are
the continued result of efficiency initiatives, such
asdriver training, geo-fencing and postcode
integration, coupled with wider adoption of
EVsforcompany cars.
We recognise that our electricity consumption will
increase as we move from gas heating to Heating,
Ventilation and Air Conditioning (‘HVAC’) systems.
In FY26, we are therefore investigating energy
reduction initiatives, such as site monitoring and
solar and battery solutions.
Water
Our operations do not contribute significantly
totheGroup’s water use, but we recognise that
freshwater is finite and good governance is essential
and expected of us.
In FY25, our total water consumption was an
estimated 67,352,000 litres.
To minimise water use in our direct operations,
weare focusing on:
•
using technology to continually monitor and
assess our consumption;
•
improving monitoring and setting reduction
targets when we have a sufficiently robust
baseline; and
•
encouraging a water-saving mindset among
colleagues to drive behaviour change.
WASTE
Addressing our use of resources and waste is also
critical to building a circular DFS. In FY25, our total
waste was 9,543 tonnes, 5,544 tonnes of which
were recycled and 3,535 tonnes were converted
toenergy.
Most of our waste is product packaging which, to
assist our customers, is removed from customers’
homes at the point of delivery and responsibly
recycled by our waste partner.
At The Sofa Delivery Company, we are developing
anew waste management programme to reduce
landfill waste. The first phase of this initiative – to
make sure every site has the right infrastructure to
support different types of waste – is now complete.
Next, we will focus on engaging colleagues to
ensure better compliance.
Working with external partners, we have also
established a new Company-wide Waste & Packaging
Working Group to look at the key drivers of waste,
devise circular systems, and reduce the amount of
material we use where possible.
Lifecycle and
end-of-life
Evolving the DFS Group to become a business
built around the circular economy is key to our
net zero strategy.
We know this will require new commercial and
product models to:
•
prolong the life of our furniture and ensure it is
returned to us for refresh, repair and resale; and
•
reduce our use of raw materials, extract maximum
value from them, and enable their reuse,
repurposing and recycling.
Making this transition is a mammoth task, so we
aretackling it stage by stage, making sure that
each step is operationally and commercially viable
before moving ahead. Some of these steps may
seem small, but they are culturally important and
lay the foundations of the infrastructure we will
need in the future.
Emissions (tCO
2
e by waste outcome)
More information about the data
sources and methodology used in
ARA FY25 is available in the Basis for
Reporting document on our website.
Total emissions
244.97
tCO
2
e
Landfill 192.18 tCO
2
e
Recycled 36.01 tCO
2
e
Incineration 16.57 tCO
2
e
Anaerobic digestion 0.21 tCO
2
e
Total waste
9,543 tonnes

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RESPONSIBLE BUSINESS REPORT CONTINUED
SUSTAINABLE
GOVERNANCE
CLIMATE-RELATED RISKS
ANDOPPORTUNITIES
The Board recognises that addressing climate
change is critical to the Group’s long-term success.
For information about our climate-related risks and
opportunities – and their governance – see our TCFD
disclosure on pages 47 to 52
The Responsible and Sustainable Business
Committee (‘RSC’) is a committee of the Board
andmeets at least three times a year to:
•
review and assess the Group’s sustainability
strategy and performance against it;
•
review and approve policies related to our focus
areas: Our People and Communities, andOur
Planet; and
•
ensure we meet our governance obligations,
achieving the required legal, compliance,
regulatory, ethical and reporting standards
across the Group.
The RSC’s terms of reference are available at
dfscorporate.co.uk
The ESG Committee meets six times a year and
reports to both the Group Leadership Team and the
RSC. Its responsibilities include updating the RSC
on sustainability developments, as well as driving
the overall strategy of the business.
Our Steering Committees and Colleague Networks
ensure we unite like-minded people to champion
issues and help us to build on our inclusive Group
culture. The Steering Committees involve key
people, including the CEO and department heads,
who help to shape our strategy and impact.
MATERIALITY
In 2024, we refreshed our 2021 materiality
assessment, which informs our sustainability
strategy and initiatives.
We are committed to conducting all our business
honestly, ethically and sustainably. That means acting
professionally, fairly and with integrity in all our dealings
and relationships.
GOVERNANCE FRAMEWORK
We have a clear governance framework in place to monitor our performance in this area
and ensure we identify and address sustainability issues effectively.
See our full Corporate Governance Framework on page 58
Steering and
colleague groups
Explore opportunities and
requirements from the
business versus
stakeholders
Develop solutions
toaddress opportunities
and requirements
G LT
Review and approve
strategic initiatives
andtargets
Monitor risk and
opportunity
Discuss stakeholder
impacts and influences
Group ESG
Committee
Deliver regulatory
obligations and
stakeholder expectations
Report on progress and
highlight risk and
opportunity
Respond to stakeholder
impacts and influences
RSC
Approve policies
Monitor the effectiveness
of the ESG strategies
Make recommendations
to the Board on the
proposed short and long
term objectives
For sign off
For review
For approval review
For approval review
Visit our website for the
RSC Terms of Reference.
Further information is
available in the Materiality
Disclosure on our website.

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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
TCFD
With the impact of climate change being
felt around the world, we are committed to
building a more sustainable business that
limits our impact on the environment and
ensures our long-term success.
SUMMARY
OUR PROGRESS IN FY25 AREAS OF FOCUS IN FY26
1
Achieved verification of near-term
and net zero targets from SBTi
1
Establish more automated
sustainability data collection
2
Engaged the value chain in calculating
their own carbon emissions
2
Continue to work with the value
chain on carbon reduction planning
3
Created our first Lifecycle
Assessment of our own
manufactured product to support net
zero strategy
3
Update scenario analysis aligned
to ISSB standards with additional
focus on the value chain
4
Reviewed the property risk
assessment approach
5
Conducted impact assessments across
the operational property portfolio
In this year’s disclosures, we have complied with
the FCA’s UKLR 6.6.6R (8). Our climate-related
financial disclosures are considered to be consistent
with the TCFD’s recommendations and
recommended disclosures.
Climate-related risks and opportunities continuously
evolve, as do those associated with the transition
toa lower-carbon economy. Managing them all
effectively is therefore fundamental to our
sustainability approach.
The purpose of this TCFD disclosure is to detail the
climate-related risks and opportunities we face, as
well as the financial impact they might have on our
Company. It also outlines our responses to ensure
we mitigate these risks and embrace the opportunities.
Monitoring, assessment and reporting continue to
advance, along with the pressing nature of climate
change issues. We note the integration of the TCFD
framework into the International Sustainability
Standards Board’s (‘ISSB’) Financial Reporting
Standards S1 and S2.
We are currently working on enhanced data gathering
and gap analysis, and intend to report inalignment
with the new framework and upcoming UK SRS
infuture.
OUR APPROACH
SCENARIOS
We conducted a scenario analysis in FY23 with
support from Willis Towers Watson, incorporating
geographic aspects of our value chain for manufacturing
and core materials to enhance financial considerations.
We plan to conduct a new scenario analysis in early
2026 to ensure our risk analysis reflects the most
up-to-date climate scenarios and informs our
mitigation strategy.
Low-carbon world scenario (1.5°C)
A low-carbon scenario assumes the implementation
of policies and technologies that support circular
economies, material efficiency strategies, and the
promotion of alternative fuels and technologies
within a reasonable timeframe to limit global
warming to below 1.5°C. As a result, global net
zero CO
2
emissions are expected to be achieved
around 2050.
Hot-house world scenario (4°C)
A hot-house scenario assumes that policies and
infrastructure to support sustainability are not
effective. There is little to no adaptation of resource
– and energy-intensive behaviours. As a result,
economies fail to transition to a low-carbon world,
and the physical impacts of climate change become
increasingly severe.
The following sources informed the assumptions
inthe scenario analysis:
•
Intergovernmental Panel on Climate Change
(‘IPCC’) – Shared Pathways (‘SSP’) scenarios of
projected global changes are used to derive
greenhouse gas (GHG) emission scenarios associated
with different worlds andforecasts on physical
climate implications ofGHG concentrations.
•
International Energy Agency (‘IEA’) scenarios
– focus on the consequences of different energy
policies and investment choices. The net zero
2050 scenario (1.5°C) explores what is needed
to ensure global emissions reach net zero by 2050.
•
Network for Greening the Financial System
(‘NGFS’) scenarios – explore different assumptions
for how climate policy, emissions, and temperatures
evolve. The net zero 2050 scenario limits global
warming to 1.5°C through stringent climate
policies and innovation, reaching global net zero
CO
2
emissions around 2050. The NGFS also
considers various scenarios, adding two additional
scenarios in 2023: the fragmented scenario,
which considers divergent geopolitical approaches
to climate change and the low demand scenario,
in which enforceable legislative requirements
are coupled with stringent carbon prices.

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OUR APPROACH CONTINUED
NET ZERO STRATEGY
Our Sofa Cycle Framework underpins our net zero
ambition and will be delivered by evolving the
business to a circular model. We aim to achieve this
by mitigating the environmental impact of each
aspect of the product life cycle - from sustainable
sourcing to end of life - by engaging our entire
value chain in the journey.
See page 41 for more details
Engaging with our suppliers directly on our net zero
strategy and climate-related issues gives us the
resilience to mitigate and adapt to climate change
issues as they evolve.
Table 1 details our response to the risks
andopportunities identified in the scenario
analysisexercise.
RISK MANAGEMENT
Climate-related risks were identified and assessed
through the scenario analysis exercise in FY23.
Weinvolved various internal stakeholders in the
process, and our wider value chain was consulted
on the outcome. We applied a percentage of profit
before tax as a benchmark to consider the materiality
of the impact of climate change risks and opportunities.
Our materiality assessment in FY24 also considered
the importance and impact of various contributing
factors to climate change including carbon emissions,
water scarcity, air pollution and resource use.
These exercises considered a shift in our
stakeholders’ values toward more sustainable
products and services, existing and emerging
regulatory requirements, and technology transition,
reflected in the five risk types described in Table 1.
RISK MANAGEMENT FRAMEWORK
Climate change is included in our principal risks
(ESG risk—PR6). The CFO owns the risk and is
supported by the Sustainability Director and Risk
Managers, who are closely related to each specific
risk identified. The CFO is accountable for ensuring
that the relevant controls and mitigation strategies
are effective and in place, while the Board has
oversight responsibility for principal risks.
We continuously monitor the risk factors and the
effectiveness of the controls assigned to the risk.
Climate change is currently rated a medium risk,
requiring a quarterly review of the controls and
mitigation effectiveness.
See page 52 for a detailed process on managing
climate-related risks, including how the decisions to
mitigate, transfer, accept, or control the risks are taken
METRICS AND TARGETS
The scenario analysis helped us identify several
metrics used to monitor our climate risks, as described
in Table 1 (column: Indicators). We continuously
quantify and measure these metrics internally.
GREENHOUSE GAS METRICS
Addressing our carbon footprint and modelling
best practice for our value chain is a priority for the
Group. The Scope 1 carbon reduction target was
considered a performance metric and part of the
bonus structure. See Directors’ Remuneration
Report pages 80 and 81 for details. Our Scope 1
and 2 intensity metrics are externally assured –
seepage 44.
Please note that we are reporting our Scope 3
calculations to the SBTi framework, which varies
slightly from the GHG standard. The exclusions
arelisted below andthe full methodology
isdetailed in our Basis of Reporting at
www.dfscorporate.co.uk/media/xxdbqi4j/
basis-for-reporting-fy25.pdf. We use
spend-based calculations to ensure consistency
with our industry and suppliers as well as using
verified data which a third party audits.
See page 42 for further details
TIMEFRAMES
Throughout our analysis, we have defined the time frames as follows:
Through this exercise, we identified ten material climate risks and opportunities.
Table 1 on pages 48 to 51 summarises the transition risks and opportunities.
Short
1-3 years
Aligned with our business
strategy and financial forecasting.
Medium
3-10 years
Aligned to the strategic
plantimeframe.
Long
10-30 years
Aligned with our Net-Zero
Ambition by 2050.

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Policy and legal
P
Technology
T
Market
M
Reputation
R
Physical
Ph
Risk type: Risk rating:
High
Low
Medium
Scenarios:
Transition risks – 1.5ºC
Physical risks – 4ºC
Table 1: Summary of our climate risks and opportunities
Short-term risks and opportunities
Risks
MANDATES AND REGULATIONS
ONOURPRODUCTS
CLIMATE CHANGE LITIGATIONCARBON PRICING BUILDING CODE REQUIREMENTS
Risk type
P
Risk rating
Indicator
Production cost and taxes
Risk/opportunity
Regulatory pressure is applied to the materials
used in the manufacturing of our products, leading
to increasing production and operational costs.
This includes the infrastructure for due diligence
such as EUDR and taxes for packaging EPR as well
as the possibility of introducing broader product
design and disclosure requirements, carbon footprint
labelling, plastic taxes or bans on single-use plastics.
Our response
Our Sustainable Sourcing Policy is regularly
reviewed to ensure compliance with regulatory
requirements. Furthermore, we set clear ambitions
for our suppliers to continually improve upon the
requirements to stay ahead of legislative changes
such as increasing the volume of recycled content
textiles and reviewing our packaging to minimise
single-use plastics.
We align our supplier contracts with the supplier
requirements within the Sustainable Sourcing Policy.
Risk type
P R
Risk rating
Indicator
Compliance cost/non-direct operating cost
Brand value
Risk/opportunity
Investors, insurers, shareholders, and public
interest organisations could bring climate-related
litigation claims against DFS Group. Reasons for
claims could include failure to adapt to climate
change, greenwashing for overstating positive
environmental impacts and understating risks, and
insufficient disclosure on material financial risks.
Our response
We continuously monitor and refresh senior
leadership’s knowledge of the legislative landscape
to ensure compliance with the relevant disclosure
requirements. We are aware that the sustainability
reporting landscape and disclosure requirements
and expectations for each stakeholder group
arematuring.
Risk type
P
Risk rating
Indicator
Maintenance cost/CAPEX/OPEX
Risk/opportunity
Increased maintenance costs are associated
withupgrading stores, distribution centres, and
manufacturing sites to adhere to stringent building
codes and guidelines.
Our response
The majority of our tenancy agreements will
bereviewed prior to the 2030 deadline, ensuring
wehave the opportunity to factor compliance
andopportunity costs into our financial planning.
Our store decarbonisation budget has been
transitioned from an OPEX cost to a planned
CAPEX cost, integrated with other energy-saving
opportunities during store refits.
Risk type
P
Risk rating
Indicator
Direct operating cost
Risk/opportunity
Carbon pricing already exists in some of the
jurisdictions where we operate. Under both scenarios,
the pricing of GHG emissions is expected to increase,
which could impact our direct operating costs.
Our response
We continue to monitor developments in this area.

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Table 1: Summary of our climate risks and opportunities continued
Short-term risks and opportunities continued
Risks continued
Risk type
R
Risk rating
Indicator
Cost of capital
Risk/opportunity
Failure to meet publicly stated sustainability
targets or failure to meet disclosure requirements
poses a risk to our business as customers and
investors increasingly expect high levels of
sustainability performance from organisations.
However, demonstrating a robust and deliverable
strategy potentially opens the opportunity to access
lower cost capital, such as sustainability-linked loans.
Our response
We incentivise teams and leadership as part of
theemployee bonus scheme to meet the publicly
stated targets which are derived from our
sustainability strategic objectives.
The targets we set are challenging objectives and
frequently rely on availability of capital or strong
supplier engagement - neither of which are guaranteed.
Risk type
T
Risk rating
Indicator
CAPEX to increase energy efficiency
CAPEX to increase recycling capability.
CAPEX/OPEX for transitioning to an electric
vehiclefleet.
Risk/opportunity
Innovation, especially in technology, will be
essential to achieving our net zero ambition.
The technology transition costs could include:
•
energy infrastructure across our estate
•
switching our logistics fleet to low-emission vehicles
•
investing in technology to improve the lifecycle
of products
Our response
We have developed integrated strategic planning
to ensure the introduction of low carbon technology
within our property, manufacturing and logistics
aligned to our net zero trajectory. This includes
theanticipated replacement cycles for legacy
infrastructure and lifecycles of vehicles and projected
costs are built into our budget. We have undertaken
research with universities to explore new design
and manufacturing approaches and continue to
engage with our suppliers on product innovation.
Risk type
M
Risk rating
Indicator
Production cost
Risk/opportunity
As our suppliers bear the effect of carbon pricing
and other sustainability-driven impacts, they could
pass on the cost to us, hence increasing our cost of
raw materials and products.
Our response
Phased and adapted pricing and margin structure
to accommodate cost changes. Supporting suppliers
on their own carbon reduction journey will also
help them mitigate potential impacts such as carbon
pricing as well as driving operational efficiencies.
Risk type
M
Risk rating
Indicator
Revenue
Risk/opportunity
Customers have demonstrated they will align
themselves with brands that reflect their values.
Failure to meet these shifting values could cause
customers to switch to alternative products
orcompetitors.
Growing awareness of climate issues and change
inconsumer priorities could provide an opportunity
to widen our customer base, and increase revenues,
profits and market share.
Our response
Customer satisfaction was ranked the top issue
inour materiality assessment in 2024.
We conduct regular consumer monitoring on
appetite and attitudes toward sustainable brands
and products as well as our ongoing performance
metrics such as NPS.
Additionally, we use customer research to validate
our approach to circular models to ensure we are
developing commercially viable solutions.
INVESTMENT RISK INCREASED COST OF RAW MATERIALS
AND PRODUCTS
TRANSITION TO LOWER EMISSION
TECHNOLOGY AND MAINTAINING
ACIRCULAR SYSTEM
SHIFT IN CUSTOMER/
CONSUMERVALUE
Medium to long-term risks and opportunities
Risks
Policy and legal
P
Technology
T
Market
M
Reputation
R
Physical
Ph
Risk type: Risk rating:
High
Low
Medium
Scenarios:
Transition risks – 1.5ºC
Physical risks – 4ºC

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Table 1: Summary of our climate risks and opportunities continued
Medium to long-term risks and opportunities continued
Risks continued
Risk type
M
Risk rating
Indicator
Cost of capital
Risk/opportunity
As credit ratings begin to incorporate climate
change considerations, there is a risk that the cost
and availability of capital would increase/ decrease.
Our response
We support ESG enquiries and disclosures to
third-party and credit rating agencies as well
asengaging shareholders.
Risk type
Ph
Risk rating
Indicator
Asset value located in an area of material climate
hazard intensity.
Risk/opportunity
Damage or loss of value to our facilities due
toclimate hazards.
Our scenario analysis considers heat stress,
flooding, drought, fire weather, and windstorms
asclimate hazards.
Our response
All our own facilities are located in the UK, which
isnot exposed to as many climate hazards as other
countries. Therefore, the overall risk to our facility
isconsidered low to moderate within the short to
medium-term horizon. Our own facilities including
manufacturing and distribution are leased with an
average of five years remaining; they are unlikely to
see long-term climate changes in 2050 unless renewed.
Risk type
Ph
Risk rating
Indicator
% of supply from supplier facilities that are in
high-risk areas.
Risk/opportunity
The climate hazards considered in our scenario
analysis are: heat stress, flooding, drought, fire
weather, and windstorms. Any of these hazards
could cause disruption in our value chain and
disrupt production and delivery.
Our response
Climate or geopolitical disruption of our supply
chain is addressed in a similar approach.
Our supplier facilities are spread across the UK,
Europe, and Asia. The overall exposure of drought,
fire weather and windstorms to our suppliers’
facilities is moderate, whilst the exposure of
flooding is considered very high in Asia. We have
addressed this with our key partners and have
contingency plans in place.
PHYSICAL RISKCOST OF CAPITAL SUPPLY CHAIN
Policy and legal
P
Technology
T
Market
M
Reputation
R
Physical
Ph
Risk type: Risk rating:
High
Low
Medium
Scenarios:
Transition risks – 1.5ºC
Physical risks – 4ºC

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SUPPORTING DATA
SUSTAINABILITY GOVERNANCE
TCFD consistency index
Pillar Recommended disclosures Location within this report
Governance
(a) Board oversight of climate-related risks
andopportunities
Page 46
(b) Role of management in assessing and managing
climate-related risks and opportunities
Page 52
Strategy
(a) Climate-related risks and opportunities Page 47 to 51
(b) Impact on the organisation’s business, strategy
and financial planning
Page 47 to 51
(c) Resilience of strategy, taking into consideration
different climate-related scenarios, including a 2°C
or lower scenario
Page 47
Risk
Management
(a) Processes for identifying and assessing
climate-related risks
Page 32 and 48
(b) Risk management process Page 32 and 48
(c) Integration into overall risk management Page 32 and 48
Metrics and
Targets
(a) Metrics used to assess climate-related risks
andopportunities in line with our strategy
andriskmanagement process
Page 42, 44 and 48
(b) Scope 1, Scope 2, and, Scope 3 greenhouse
gas(‘GHG’) emissions
Page 42 and 44
See www.dfscorporate.co.uk
for our Basis of Reporting
(c) Targets used to manage climate-related risks,
opportunities and performance
Page 41, 42 and 48
GOVERNANCE OF CLIMATE
RISKS AND OPPORTUNITIES
The Board recognises that addressing climate
change is critical to the Group’s long-term success
and has overall responsibility for monitoring its
progress towards climate-related goals and targets.
It has delegated responsibility to the Responsible
and Sustainable Business Committee (‘RSC’),
which meets at least three times a year.
For further information about the RSC, including its
terms of reference, see page 46
Climate-related risk is monitored by the Audit and
Risk Committee (‘ARC’) and Board through regular
meetings. The ARC also provides assurance on
non-financial metrics. In FY25, the business
conducted an internal review of environmental
datacontrol systems.
The ESG Committee meets six times a year and
reports to the Group Leadership Team and RSC.
Senior management forms part of these forums to
ensure they are influencing and monitoring the progress
of climate change objectives. Responsibilities
include updating the RSC on climate change and
sustainability developments, as well as driving the
overall strategy of the business and managing its
climate-related risks and opportunities.
Management is informed about
climate-relatedmatters:
•
internally, through regular updates from the
ESG Committee and the Sustainability team.
They ensure governance – including risk
management, strategy and implementation –
israised, along with any financial implications;
•
externally through input from expert advisers
and groups, to ensure our sustainability strategy
is relevant and aligns with continually changing
reporting and regulatory requirements; and
•
externally, through collaboration with industry
bodies and non-profit organisations, such as
FSC, Leather Working Group, FIRA, BFC,
Furniture Makers Company and others, to
advocate for circularity, deforestation, and
decarbonisation across industry.
LOOKING AHEAD
As climate-related considerations become more
central to the Group, we expect them to become
‘business as usual’ in our strategy and financial
planning. We are continuing to develop our policies
and commercial solutions to ensure our business
remains resilient in the face of climate-related
challenges, and can capitalise on the opportunities
highlighted. Investments needed to transition and
manage potential impacts will continue to be
integrated in financial planning going forward.

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VIABILITY REPORTING
In accordance with the
UK Corporate Governance
Code, the Directors have
assessed the prospects of
the Group over a period
significantly longer than
12 months from the date
of approval of the financial
statements. The period
assessed was the three
years from 29 June 2025
as, in the opinion of the
Directors, this reflects the
longest period over which
the impact of key risks can
be reasonably assessed
within a big-ticket retail
business given the
potential volatility of the
trading environment.
APPROACH
The Group established a ‘base case’ model of
financial performance over the three year assessment
period which reflected prudent expectations of
future customer demand and the execution of the
Group’s strategic plans.
The Directors then made a robust consideration
ofthe key risks and uncertainties that could impact
the future performance of the Group and the
achievement of its strategic objectives, as discussed
on pages 28 to 33 of this Annual Report.
The primary impacts of those risks which could
significantly affect the future viability of the Group
are a decrease in customer orders, resulting in a
reduction in revenue, and an increase in the Group’s
costs, including those resulting from the impacts of
climate change on materials and suppliers, reducing
profitability. The effect of potential lost revenue on
profit before tax and cash was applied to the base
case model using an expected ‘drop through’ rate,
based on expected gross margins and variability
ofcosts. Cost increases were modelled on general
and specific assumptions for inflation. The analysis
considered a range of severe but plausible scenarios
impacting revenue and margin, a significant reduction
in customer spending, and impacts on profitability
from inflationary cost pressures.
For each scenario, sensitivity and stress-testing
analysis was performed to model the impact on the
Group’s profitability and cash flows. The assessment
considered how risks could affect the business
now, and how they may develop in future.
KEY ASSUMPTIONS
The base case forecast assumes low single digit
growth throughout the assessment period. The
base case also reflects a cautious assessment of the
anticipated growth in the Group’s market share driven
by delivery of our strategic initiatives. Revenue is
assumed in line with order intake, keeping order
bank levels relatively consistent across the
assessment period.
Gross margin percentage for FY26 is expected to
be 0.5% ahead of FY25 through more effective
sourcing and the annualised impact of price increases
and freight rate reductions already implemented.
Other costs reflect anticipated inflationary increases
and benefits from specific cost saving initiatives.
Capital expenditure is assumed to increase to c.£27m
with planned investments and strategic initiatives.
In sensitising the base case for lower revenue scenarios,
the rate of drop through to profit is assumed to be
consistent throughout the assessment period.
The viability assessment reflects the continued
availability of the Group’s debt facilities, comprising
of a £200.0m revolving credit facility maturing in
September 2027, of which £175.0m has been
extended to January 2029, and £50.0m of fixed
rate private placement debt notes, £25.0m maturing
in September 2028 and £25.0m maturing in
September 2030.
RESULTS
The range of severe but plausible scenarios
includesa market decline of up to 7% in FY26
compared to the base case, and a sustained
reduction in gross margin.
These impacts were modelled individually and
incombination, in conjunction with a range of
mitigating actions that could be taken to preserve
the Group’s profitability and cash flows. Mitigating
actions included reductions in discretionary costs
and capital expenditure and a reduction or pause
individend payments. Reverse stress-testing was
also performed on the scenarios.
In September 2024 the Group agreed a precautionary
widening of covenants with its lenders, which provided
additional headroom in the event of unanticipated
downside scenarios that resulted in a decline in
market volumes and lower EBITDA. The amended
fixed charge cover covenant is 1.4x at H1 FY26,
before returning to 1.5x at FY26.
The Group is expected to maintain both covenant
compliance and sufficient liquidity in all these
scenarios. Based upon this assessment the Directors
have a reasonable expectation that the Group and
Company will be able to continue in operation and
remain commercially viable over thethree year
period of assessment.
This Strategic Report was approved by the Board
on 25 September 2025.
On behalf of the Board
Tim Stacey
Chief Executive Officer
Marie Wall
Interim Chief Financial Officer

Annual Report and Accounts 2025 DFS Furniture plc54
Corporate Governance
Steve Johnson
Chair of the Board
Read Steve’s profile
onpage 56
CORPORATE
GOVERNANCE
In this section
55 Chair’s introduction to governance
56 Directors and officers
58 Corporate governance report
66 Audit and Risk Committee report
71 Nomination Committee report
73 Directors’ Remuneration report
88 Directors’ report
92 Statement of Directors’ responsibilities
in respect of the annual report and the
financialstatements
93 Independent auditor’s report
“ Robust corporate
governance is essential to
deliver the right outcomes.”

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CHAIR’S INTRODUCTION TO GOVERNANCE
Welcome to the
Governance section of
our2025 Annual Report.
In a rapidly changing global and economic environment ,
our governance framework enables the Board to
take an agile approach to decision making to protect
the Group and create long-term sustainable value
for the benefit of our shareholders and wider
stakeholder groups.
OUR BOARD IN 2025
Having an effective and collegiate Board is vital
forthe future of DFS Group to deliver its growth
strategy, provide support and challenge to the
Group Leadership Team (‘GLT’), and maintain
proper governance practices. During the year we
welcomed Bruce Marsh and Tony Buffin to the
Board as new independent Non-Executive Directors
and Marie Wall as Interim Chief Financial Officer
pending the completion of our search process to
appoint a permanent CFO. These new Non-Executive
Directors complement our existing skill set and
bring a wealth of strategic, operational, and
financial experience to the Board. Bruce was
subsequently appointed as Chair of the Audit and
Risk Committee in anticipation of Jo Boydell stepping
down at the AGM in 2025, and Tony has taken
on the role of Designated Non-Executive Director.
Profiles for all our Directors can be found on pages
56and 57
During the year, the Board spent time with the
senior management on areas of key risk such
ashealth and safety and cyber security and
worked with senior management on Executive
succession and talent. We undertook an internally
led evaluation ofthe Board and its Committees.
The evaluation, which incorporated a detailed
assessment of the views of the Directors and
theGLT, has provided the basis for the Board
action plan.
More detail on this can be found on page 64 of
thisreport
The shareholder consultation in respect of our
Directors’ Remuneration Policy has been another
key stakeholder engagement during the year.
GillBarr led the consultation in her role as
Remuneration Committee Chair. We were grateful
for the overwhelming support of our shareholders,
with the new Remuneration Policy and DFS Group
Share Plan receiving an 89.68% vote in favour.
More information on how we engaged with shareholders
is set out page 65
OUR COMMITMENT TO GOOD GOVERNANCE
Throughout the financial year, the Board has been
compliant with all provisions of the UK Corporate
Governance Code 2018 (‘the Code’). Details of
howthe Directors have fulfilled their duties in
accordance with Section 172 of the Companies Act
2006 are contained in the Section 172 statement
on pages 34 and 35. Over the coming year we will
continue to comply with the provisions of the Code.
The Board has already begun work to address the
changes in the updated UK Corporate Governance
Code 2024, with the restructuring of the Risk and
Internal Controls teams.
BOARD ACTIVITIES DURING 2025
•
Assessing the long term financial planning,
budgeting and the operating performance
and strategy of the Group, in the context of
global uncertainty and low consumer confidence
•
Evaluating strategic developments
•
Overseeing stakeholder communications
•
Reviewing our approach to capital allocation
and distribution of funds in light of the
ongoing economic challenges
•
Overseeing a variation to the Group’s
financing arrangements
•
Succession planning for the Board
andExecutive team
•
The development of a new induction
programme for Executive and
Non-Executive Directors
On behalf of the Board I am pleased to present
the Corporate Governance report for the year
ended 29June 2025. This report describes the
governance framework in place to ensure that
the Board is operating effectively and supporting
and challenging management to maintain high
standards of corporate governance across the
Group. Robust corporate governance is essential
to deliver the right outcomes for our customers,
colleagues, suppliers, the communities in which
weoperate and our shareholders.
2025 AGM
This year our AGM will be held on 14 November
2025 at 2.30pm at our Group Support Centre in
Doncaster. The meeting arrangements and the
resolutions can be found in the Notice of AGM
available on our website: www.dfscorporate.co.uk.
Finally, I want to thank my fellow Directors for all of
their work in supporting the GLT and our strategy
for the future. We are confident that despite the
challenging economic environment we have the
right long-term strategy in place, with strong
operational control supported by a robust
governance framework. We remain optimistic that
as the economy recovers our strategy will enable
us to take advantage of our market-leading position
and deliver value for all of our stakeholders.
Steve Johnson
Chair of the Board
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc56
Corporate Governance
DIRECTORS AND OFFICERS
Chair and Executive Directors Committee Chairs
STEVE JOHNSON
Non-Executive Chair
R
N
Appointed
December 2018
Experience
Steve has over 30 years’ experience
inthe retail sector, in both public
andprivate equity businesses.
Steve previously served as CEO of
Focus
Wickes DIY Group and Woolworths,
as
well as working with several other retailers.
Prior to this Steve spent eight years at
ASDA having started his career with
Bain & Company.
Steve is an experienced Independent
Non-Executive Director, was on the
Board of Big Yellow PLC until 2020 and
was the Senior Independent Director of
Lenta Limited until March 2022. Steve
has significant retail and M&A experience.
Most recently he held the position of
Executive Chairman at the Matalan
Group before stepping down in July 2022.
Qualifications
•
BA (Engineering) MEng
(Universityof Cambridge)
External appointments
No external appointments
Independent
Yes
TIM STACEY
Chief Executive Officer
Appointed
November 2018
Experience
Tim has been with DFS forover ten
years and has an in-depth knowledge of
all aspects of the Group. Prior to being
appointed Group CEO in November 2018,
Tim served as the COO, responsible for
the showrooms, supply chain and
customer service in addition to online
operations and international development.
Tim has significant experience in digital
retail, M&A, operations, customer services
and marketing, having joined DFS as
Director
of Online and Business
Development and
having led the
multi-channel transformation
of DFS. He
was previously the Multi-Channel Director
for Boots.com and Director for Online and
Business Development for Alliance Boots.
Qualifications
•
BA (Hons) Accounting and Finance
(Nottingham Trent University)
•
Member of the Institute of
Chartered Accountants in England
and Wales
External appointments
•
Member of Diversity in Retail
Advisory Board
Independent
Not applicable
MARIE WALL
Interim Chief Financial
Officer
Appointed
January 2025
Experience
Marie joined the Group in 2024 and was
appointed to the Board on 20 January 2025.
Marie is an experienced senior finance
leader with an international career built
in multinational listed retail, consumer,
manufacturing and B2B businesses. She
brings experience in all aspects of finance
including business turnaround, strategic
delivery, M&A, finance transformation,
tax and treasury and international.
Prior to joining DFS she was Deputy CFO
of Imperial Brands PLC, Non-Executive
Director of Logista S.A. and before that
Corporate Finance Director of Wolseley
PLC and UK & Ireland CFO of Dixons PLC.
She spent her early career in audit and
advisory with PwC and banking and
capital markets with JPMorgan Cazenove.
Qualifications
•
BSc (Hons) Chemistry and Molecular
Physics (Nottingham University)
•
Member of the Institute of
Chartered Accountants in England
and Wales
External appointments
No external appointments
Independent
Not applicable
ALISON HUTCHINSON CBE
Senior Non-Executive
Director
A R N
S
Appointed
May 2018
Experience
Alison has a background in both digital
and retail financial services and was
previously Group CEO of Kensington
Group PLC. As the CEO of The Pennies
Foundation charity, Alison has worked
closely with the retail industry to
establish the fintech charity.
Until March 2022, Alison was a
Non-Executive Director of Liverpool
Victoria Friendly Society Ltd. She previously
held several senior management positions,
including Marketing Director, at Barclaycard
having started her career at IBM. In 2016,
Alison received a CBE for her services
totheEconomy and Charity.
Qualifications
•
BSc Technology and Business
Studies (Strathclyde University)
External appointments
•
CEO of The Pennies Foundation charity
•
Vice Chair and Senior Independent
Non-Executive Director of Yorkshire
Building Society
•
Senior Independent Non-Executive
Director of Foresight Group
Holdings Limited
Independent
Yes
GILL BARR
Non-Executive Director
A
R
N S
Appointed
March 2023
Experience
Gill has a strong track record in building
customer focused growth strategies
across a wide range of sectors. A
Non-Executive Director since 2004,
Gillhas served on the Boards of Morgan
Sindall, Paypoint, Wincanton, N Brown
and McCarthy & Stone and as a Trustee
Director at Willis Towers Watson.
Sheis an experienced Remuneration
Committee Chair and has served as
Senior Independent Director and
Customer Engagement Director.
Gill’s earlier career was predominantly
in multi site retailers such as Kingfisher
PLC, the Co-operative Group and
JohnLewis.
Qualifications
•
BSc Psychology
(AberdeenUniversity)
•
MBA London Business School
External appointments
•
Non-Executive Director Bellway PLC
Independent
Yes
Committee membership
A
Audit and Risk Committee
R
Remuneration Committee
N
Nomination Committee
S
Responsibility and Sustainable Business Committee Chair of Committee
BRUCE MARSH
Non-Executive Director
A R N S
Appointed
August 2024
Experience
Bruce has been the Chief Financial
Officer of Currys PLC since July2021.
Prior to that, Bruce was UK Finance
Director of Tesco for seven years
wherehe was involved in the business
turnaround and the acquisition of
thewholesaler Booker.
Previously he worked for seven years
atKingfisher, first as Group Strategy
Director and then as Managing Director
of Kingfisher Future Homes. Earlier in
his career he held senior finance and
general management positions within
Dixons Retail PLC and McDonald’s.
Qualifications
•
BSc Operational Research
(Lancaster University)
•
Member of the Institute of
Chartered Accountants in England
and Wales
External appointments
•
Chief Financial Officer of Currys PLC
Independent
Yes

Annual Report and Accounts 2025 DFS Furniture plc 57
Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS AND OFFICERS CONTINUED
JO BOYDELL
Non-Executive Director
A R N S
Appointed
December 2018
Experience
Jo has been the Chief Executive Officer
of Travelodge since May 2022, having
previously served as the Chief Financial
Officer, and has broad based finance
experience in hospitality, leisure and retail.
Prior to joining Travelodge, Jo held
senior finance roles across a number
ofconsumer-facing companies including
Mothercare, Jessops, Ladbrokes PLC,
Hilton Group PLC and EMI Group
Qualifications
•
BA (Hons) Physics
(UniversityofOxford)
•
Associate of the Institute of
Chartered Accountants in England
and Wales
•
ICAEW Business
andFinanceProfessional
External appointments
•
Director and Chief Executive Officer
of Thame and London Limited, the
parent company of the Travelodge
Group and for Travelodge Hotels
Limited and Director of other subsidiary
companies within the group
Independent
Yes
TONY BUFFIN
Non-Executive Director
A R N S
Appointed
February 2025
Experience
Tony is the Executive Chair of Tecsa,
asoftware and consumer analytics
provider that he founded in 2019. Prior
to founding Tecsa, Tony served as Chief
Executive Officer of Holland & Barrett,
the UK’s leading alternative health and
beauty retailer. He also held the positions
of Chief Operating Officer and Chief
Financial Officer at Travis Perkins PLC,
and Chief Financial Officer at Coles
Group, a top 25 ASX-listed retailer.
Qualifications
•
BA Geography
(CambridgeUniversity)
External appointments
•
Chair of Highbourne Group
andNobia AB
•
Non-Executive Director
ofAppliedNutrition.
Independent
Yes
Non-Executive Directors
LIZ MCDONALD
Group General Counsel
andCompany Secretary
Appointed
September 2018
Experience
Liz has extensive legal and governance
experience, having been a General Counsel
and Company Secretary since 2001.
Prior to joining DFS, Liz held leadership
roles in both the retail and services
sector, including the Peel Airports
Group, Yorkshire Electricity, and KCOM
Group PLC, having started her career
with the Halifax.
Qualifications
•
LLB (Hons) Law (Manchester
Metropolitan University)
•
Solicitor
•
Admitted as a solicitor by the Law
Society in 1996
External appointments
No external appointments
Independent
Not applicable
Company Secretary

Annual Report and Accounts 2025 DFS Furniture plc58
Corporate Governance
CORPORATE GOVERNANCE REPORT
GOVERNANCE AT A GLANCE
GOVERNANCE FRAMEWORK
The Board is responsible for providing leadership to the Group’s business,
including setting the Group’s purpose, strategy and values and promoting its
long-term sustainable success. A key element of our business success is having
good corporate governance, so we have implemented effective frameworks and
practices to ensure that high standards of governance, as well as good values
and behaviours, are consistently applied throughout the Group.
DFS Furniture plc Board
Audit and Risk Committee Remuneration Committee Nomination Committee
Responsible and Sustainable
Business Committee
Oversees financial reporting,
internal controls, risk management,
compliance andaudit.
See Committee report
onpages66to 70
Oversees linking remuneration
withstrategy and determines
thelevels of remuneration.
See Committee report
onpages73to 87
Oversees the composition of the
Board and succession planning.
See Committee report
onpages71to 72
Oversees the delivery
ofourESGstrategy.
See Committee report
onpages36to 52
Responsible for the day-to-day running of the Group’s business and performance, the development
and implementation of strategy and promoting our culture and standards.
Chief Executive
Led by the Chief Executive, the members of the GLT are collectively responsible for overseeing and driving the overarching Group financial
and operational performance and executing on the strategic initiatives required to deliver the Group’s strategy set by the Board.
Group Leadership Team (‘GLT’)
Led by the General Counsel and Company Secretary, the Committee
isresponsiblefor internal controls relating to legal andregulatory risks.
The Committee is responsible for overseeing the implementation
ofthePeople,Planet, Customer and Communities strategy.
Group Governance and Risk Committee Group ESG Committee
BOARD RESERVED MATTERS
The formal schedule of matters reserved for the
decision of the Board is regularly reviewed by the
Directors. It was last approved on 18September
2024 and the Directors agreed thatthe balance of
matters reserved and matters delegated remains
appropriate. The matters reserved for Board
decision are available on the Company’s website:
www.dfscorporate.co.uk. Matters reserved for
Board decision include:
•
approval of published financial statements,
dividend policy and other disclosures requiring
Board approval;
•
declaration of interim and recommendation
offinal dividends;
•
approval of budget and Group strategy and objectives;
•
appointment and remuneration of the Directors,
the Company Secretary and other senior executives;
•
approval of major acquisitions and disposals;
•
approval of authority levels for expenditure;
•
approval of certain Group policies; and
•
approval of shareholder communications.
The terms of reference for each
Committee are approved by the
Board and are available on our
website: www.dfscorporate.co.uk.

Annual Report and Accounts 2025 DFS Furniture plc 59
Strategic Report Corporate Governance Financial Statements Shareholder Information
CORPORATE GOVERNANCE REPORT CONTINUED
ROLE OF THE CHAIR AND CHIEF EXECUTIVE OFFICER
As Chair, Steve leads the Board, ensuring its effectiveness in all aspects of its role. Tim, our CEO, is responsible for managing the operation of the Group to create value over the long term.
There are clear divisions ofaccountability and responsibility that have been agreed and documented by the Board.
Role of the Chair
Leading the Board and ensuring its effectiveness.
Facilitating effective Board relations; the effective
contributions of the Non-Executive Directors
and ensuring constructive relations between
the Non-Executive Directors and the Group
Leadership team (GLT).
Ensuring that effective strategic planning
fortheGroup isundertaken.
Ensuring effective communication between
theBoard and its investors; promoting a culture
ofopenness and debate.
Overseeing a rigorous Board Review and the
progress of the Board against the subsequent
action plan.
Ensuring the submission to the Board by the
Chief Executive Officer of objectives, policies,
and strategies for the Group, including the
Groupbusiness plan and annual budget.
Role of the Chief Executive Officer
Setting the Group’s purpose, culture,
andvaluesinline with the views of the Board.
Leading and motivating the GLT, focusing ontalent
acquisition and retention.
Planning and ensuring the effective execution
ofthe Group’s strategy.
Ensuring the effective implementation
oftheBoard’s decisions.
Maintaining an effective framework of internal
controls and risk management.
Leading the climate change and sustainability
objectives of the Group.
Leading the senior management in managing
theperformance of the Group.
Managing the Group’s relations with all of
itsstakeholders, the public and the media.
Role of the Senior Independent
Director (‘SID’)
Providing a sounding board for the Chair.
Serving as an intermediary between the Executive
Directors and Non-Executive Directors.
Meeting with the Non-Executive Directors
annually, to collate feedback on the Chair’s
performance as part of the annual Board
reviewprocess.
Being available to the shareholders to consider
matters where it may be inappropriate to
have those discussions with the Chair and/or
ExecutiveDirectors.
Role of the Company Secretary
Advising the Board and its Committees on
corporate governance policies and procedure,
andfor the management of Board and
Committeemeetings.
Managing the provision of timely,
accurateandconsideredinformation.
Advising the Board and representing
theCompanyinlegalmatters.
Ensuring that the Directors receive accurate,
timelyandclear information.
BOARD ACTIVITIES
The following breakdown details key areas of Board activity throughout the year. Meeting agendas are agreed in advance by the Chair, CEO and Company Secretary.
Regular standing items include:
Executive updates Strategy and business change Deep dives Investor relations Governance updates
Executive Directors provide high-level
operational and financial updates,
summarising the key challenges and
actions taken, and a look forward to
priorities for the coming period.
These include consideration of headwinds
and macroeconomic events facing the
business and updates on competitors
andthe market as a whole, and any
actions required.
The Board receives regular updates
ofprogress against key strategic and
business change initiatives. The Board
considers key areas of strategy and
progress made towards delivery of the
strategy advising on direction of travel
and areas of focus.
Senior leadership and business unit
heads present deep dive sessions on
areas of importance and focus, giving
theBoard an opportunity to
providefeedback.
To maintain a clear understanding of
market perceptions the Board receives
detailed reports oninvestor relations
activity, analysis of the share register,
comments by analysts, views of major
shareholders and advice from the
corporatebrokers.
The Company Secretary provides a summary
of thelegal and regulatory activities from the
period, along with any upcoming changes
tolaw or regulation. The Board receives
bi-annual updates on progress against
theGroup Health and Safety Strategy.
Contracts or leases for approval beyond the
Board-approved delegated authorities are
presented for consideration, as well as year
end statutory reporting for publication.
The Board has a formal schedule of matters specifically reserved for its decision and approval, a copy of which is published on www.dfscorporate.co.uk. All Board decisions are recorded and any Board decision made
outside of a meeting is made by written resolution. If a Director is unable to attend a meeting, they are consulted prior to the meeting and their views shared with the other Directors.

Annual Report and Accounts 2025 DFS Furniture plc60
Corporate Governance
DIVERSITY COMPLIANCE STATEMENT
Our gender identity and ethnicity data in accordance
with UKLR 6.6.6R (10) as at 29 June 2025 is set out
below. The Board and Group Leadership Team (GLT)
members are asked to complete a diversity disclosure
to confirm which of the categories set out below
they identify with. The table below sets out the
range of gender and ethnicity as they relate to our
Board, senior Board positions (CEO, CFO, SID, and
Chair) and executive management as at 29June 2025.
In line with the Listing Rule definition, ‘executive
management’ consists of the GLT.
In accordance with UKLR 6.6.6R (9)(b) we disclose
that the Board does not currently include any
Directors from a minority ethnic background.
Inaccordance with the DFS Equity, Diversity and
Inclusion policy all Board appointments are made
on merit, in the context of skills and experience.
The Group is committed to maintaining a Board of
talented and dedicated Directors with a diverse mix
of sector expertise, experience, skills and backgrounds.
The Board considers that it has appropriate policies
in place to promote inclusivity and attract talent from
the full range of diverse groups to its talent pipeline.
In identifying suitable candidates for appointment
to the Board, the Committee considers candidates
onmerit against objective criteria toensure that
itcontinues to have an appropriate mix of skills
andexperience and fosters a diversity of thought
inits decision making.
Gender diversity
Male – 4
Female – 4
Ethnicity
White – 8
BOARD DIVERSITY
The Board Equity, Diversity and Inclusion Policy
was updated in June 2025 and is available on the
corporate website at www.dfscorporate.co.uk.
CORPORATE GOVERNANCE REPORT CONTINUED
GENDER IDENTITY/SEX OF MEMBERS OF THE BOARD
AND EXECUTIVE MANAGEMENT (29 JUNE 2025)
Number of
Board Directors
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
1
Percentage of
executive
management
Men 4 50% 2 3 75%
Women 4 50% 2 1 25%
Other categories — — — — —
Not specified/prefer
nottosay — — — — —
1. Executive management excluding the Chief Executive and Interim Chief Financial Officer.
ETHNIC BACKGROUND OF MEMBERS OF THE BOARD
AND EXECUTIVE MANAGEMENT (29 JUNE 2025)
Number of
Board Directors
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
1
Percentage of
executive
management
White British or other
white (including minority-
white groups) 8 100% 4 4 100%
Mixed/multiple ethnic groups — — — — —
Asian/Asian British — — — — —
Black/African/Caribbean/
Black British — — — — —
Other ethnic group,
including Arab — — — — —
Not specified/prefer
nottosay — — — — —
1. Executive management excluding the Chief Executive and Interim Chief Financial Officer.

Annual Report and Accounts 2025 DFS Furniture plc 61
Strategic Report Corporate Governance Financial Statements Shareholder Information
Balance of the Board
Chair of the Board – 1
Executive Directors – 2
Non-Executive Directors – 5
CORPORATE GOVERNANCE REPORT CONTINUED
INDEPENDENCE
The Board reviews the independence of its
Non-Executive Directors annually. The Board
considers that the Chair was independent on
appointment and that all of the Non-Executive
Directors are independent.
The Company maintains clear records of the terms
of service of the Chair and Non-Executive Directors
to ensure that they continue to meet the requirements
of the Code. The Non-Executive Directors’ appointment
letters anticipate a minimum time commitment of
two days per month, recognising that there is always
the possibility of an additional time commitment
and ad hoc matters arising from time to time,
particularly when the Company is undergoing a
period of increased activity. The Board considers
that each of the Non-Executive Directors has
sufficient time to devote to their role and that
eachDirector’s contribution is important to the
long-term sustainable success of the Company.
The Directors’ profiles can be found on pages
56and 57.
Steve Johnson
6 years
7 years
Tim Stacey
7 years
Alison Hutchinson
2 years
Gill Barr
1 year
Bruce Marsh
9 months
Marie Wall
8 months
Tony Buffin
6 years
Jo Boydell
BOARD TENURE
The period each of the Directors has served on the Board at the date of the report, is shown below.
Retail – 8
Financial – 7
Customer services and marketing – 7
People, diversity and inclusivity – 6
Operations – 6
Governance and regulatory – 8
Digital – 7
Mergers and acquisitions – 7
Environmental – 6
Logistics – 6
Manufacturing – 4
BOARD SKILLS AND EXPERIENCE
The Board comprises Directors with a broad range of skills and experience. The chart below provides an
overview of the experience around the Board table. The competencies highlighted in the matrix will be
considered in relation to the appointment of any new Directors to the Board. The Directors considered
thelevel of experience in each area identified as key to the success of the Group.
APPOINTMENT, ELECTION
ANDRE‑ELECTION
The Board may appoint any person to be a Director,
and any Director appointed will then be eligible
forelection by shareholders at the next AGM.
Non-Executive Directors’ appointments are for
aninitial period of three years. All Directors stand
for annual re-election in compliance with the Code.
Neither the Chair nor any Non-Executive Director
has been in their position for more than nine years
in accordance with the recommendations of the Code.

Annual Report and Accounts 2025 DFS Furniture plc62
Corporate Governance
CORPORATE GOVERNANCE REPORT CONTINUED
BOARD MEETINGS
During the year, the Board held eight scheduled meetings, with additional ad hoc in person meetings/conference calls being held as required. The Chair and the Non-Executive Directors met on three occasions without
the Executive Directors present, and the Non-Executive Directors met privately with the CEO twice.
The Board has a full programme of Board meetings planned for the year ahead and intends to meet eight times, with additional meetings being held to review important trading periods or strategic matters, as required.
All Directors have the right to have their concerns over, or opposition to, any Board decision noted in the minutes. All Directors have access to the Company Secretary and may take independent legal advice.
Name
Meetings
attended
Maximum
meetings Independent Responsibility and role during 2024/25 Date of appointment
Chair
Steve Johnson 8 8
6 December 2018
Executive Directors – At each Board meeting, the Board receives and discusses reports from each of the Executive Directors.
Tim Stacey (CEO) 8 8 — Leading and managing Group performance and strategy to ensure the long-term profitable operation of the Group. 1 November 2018
Marie Wall (Interim CFO)
1
3 3 — Leading, managing, and maximising Group financial performance and investor relations. 20 January 2025
John Fallon (CFO)
2
3 3 — Leading, managing, and maximising Group financial performance and investor relations. 14 November 2022
Resigned 22 November 2024
Non-Executive Directors
Alison Hutchinson (SID) 8 8
Overseeing the implementation of the strategy and development of the Group whilst maintaining a system of
internal control and risk management. Board Committee members also have further specific responsibilities in
relation to reviewing the integrity of financial information, dealing with succession planning and Board diversity, and
setting remuneration.
1 May 2018
Jo Boydell 8 8
6 December 2018
Bruce Marsh 8 8
1 August 2024
Gill Barr 8 8
1 March 2023
Tony Buffin 3 3
24 February 2025
Loraine Martins
3
— — — Resigned 31 July 2024
Standing attendees
Liz McDonald (Company Secretary) 8 8 Advising the Board on all legal, corporate governance and compliance issues. 30 September 2018
Attends by invitation
The Group Leadership Team led by the CEO is responsible for executing strategy and the day-to-day management of the business. Their attendance at Board and Committee meetings along with that of the other senior
leaders assists the Directors in gaining a clearer insight into the Group’s operations.
1. Marie Wall was appointed to the Board in January 2025. She attended three scheduled meetings due to a prior engagement she was unable to attend the June Board meeting.
2. John Fallon resigned from the Board in November 2024. He attended the three scheduled meetings that took place during his tenure.
3. Loraine Martins resigned from the Board in July 2024 and did not attend any meetings during the year.

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CORPORATE GOVERNANCE REPORT CONTINUED
Committee meetings
Committee
Audit and Risk
Committee
2
Remuneration
Committee
Nomination
Committee
Responsible and Sustainable
Business Committee
1
Steve Johnson 3/3 4/4 2/2 3/3
Tim Stacey 3/3 4/4 2/2 3/3
Alison Hutchinson (SID) 3/3 4/4 2/2 3/3
Marie Wall3 1/3 1/4 –/2 1/3
John Fallon4 2/3 3/4 –/2 1/3
Jo Boydell 3/3 4/4 2/2 3/3
Bruce Marsh 3/3 4/4 2/2 3/3
Gill Barr 3/3 4/4 2/2 3/3
Tony Buffin5 1/3 1/4 1/2 1/3
1. The Responsible and Sustainable Business Committee (‘RSC’) comprised Alison Hutchinson, Gill Barr, Jo Boydell,
Bruce Marsh, and Tony Buffin.
2. All Directors are invited to Audit and Risk Committee meetings and the Responsible and Sustainable Business
Committee meetings, and the Chair of the Board is invited to attend Remuneration Committee meetings. The Chief
Executive Officer and Chief Financial Officer are invited to attend both the Remuneration and Nomination Committee
meetings where appropriate to do so.
3. Marie Wall was appointed as a Director in January 2025. Due to a pre-existing engagement she was unable to attend
the RSC or the Nomination Committee meetings in June 2025.
4. John Fallon stepped down as a Director of the Company at the AGM in November 2024. He attended all the Committee
meetings during his tenure with the exception of the November Nomination Committee.
5. Tony Buffin was appointed as a Director in February 2025. He attended all the Committee meetings during his tenure.
Read more about Board meeting attendance and roles and responsibilities on page 62
HOW THE BOARD OPERATES
Agenda planning is undertaken in advance of every meeting to ensure there is appropriate allocation of
time to strike the right balance between regular standing items, such as reports on current trading, financial
performance and budgets, the strategic plan, and regulatory and health and safety matters. At the start
ofthe year a schedule of Special Topics is agreed between the CEO and Chair after a discussion with the
wider Board. ‘Deep dives’ into these Special Topics are provided by members of the GLT throughout the
year. These enable the Board to gain a deeper understanding of the strategic direction of the business,
exchange views and robustly debate elements of the Company’s performance, specific projects, or areas
ofstrategic significance. If a Director is unable to attend a meeting, they are consulted prior to the meeting
and their views made known to the other Directors. All Board decisions are recorded and any Board decision
made outside of a meeting is made by written resolution. The Board has a formal schedule of matters specifically
reserved for its decision and approval, a copy of which is available from the Company Secretary, Liz McDonald.
DIRECTORS AND THEIR INTERESTS
The names of the Directors in office during the year, together with their relevant interests in the share
capital of the Company at 29 June 2025, and details of the Directors’ share options areset out in the
Directors’ Remuneration Report on page 83.
EXTERNAL APPOINTMENTS
The Executive Directors may accept outside appointments provided that such appointments do not impact
their ability to perform their duties as Executive Directors of the Company. Details of all external
appointments held by members of the Board are set out in their profiles on pages 56 and 57.
DIRECTORS’ INDEMNITIES AND CONFLICTS
As at the date of this report, indemnities are in force under which the Company has agreed to indemnify
theDirectors, to the extent permitted by law, in respect of losses arising out of, or in connection with, the
execution of their duties, powers or responsibilities as Directors of the Company. The indemnities do not
apply in situations where the relevant Director has been guilty of fraud or wilful misconduct. Under the
authority granted to them in the Company’s Articles of Association, the Board has considered carefully
anysituation declared by any Director pursuant to which they have or might have a conflict of interest
and,where it considers it appropriate to do so, has authorised the continuation of that situation.
In exercising their authority, the Directors have had regard to their statutory and other duties to the Company.
The duties to avoid potential conflicts and to disclose such situations for authorisation by the Board are the
personal responsibility of each Director. All Directors are required to ensure that they keep these duties
under review and to inform the Company Secretary on an ongoing basis of any change in their respective
positions. The Company maintains a related party register to record any conflicts, which is updated annually.
Additionally, the Group has purchased Directors’ and Officers’ liability insurance.

Annual Report and Accounts 2025 DFS Furniture plc64
Corporate Governance
INDUCTION OF NEW DIRECTORS
All new Directors undergo a detailed, tailored induction programme including meetings with the Company’s
external advisers and with colleagues from across the Group to familiarise the Director with all operations,
including those in showrooms, manufacturing sites, distribution centres and our Group Support Centres.
When any new Director is appointed, they undergo an induction process as outlined below.
Understand
theirduties
•
One-to-one meeting with the Company Secretary to understand
thegovernance issues which apply to the business
•
One-to-one meetings with the rest of the Board, including the Chair,
Executive Directors, and other Non-Executive Directors
•
Review previous Board and Committee papers, Committee terms
ofreference and investor presentations.
•
Meeting with external advisers, including the auditor, brokers andexternal
legal advisers
•
Review the corporate governance materials available on Diligent Boards –
including Committee terms of reference and the schedule of matters
reserved to the Board
Meet the colleagues
•
One-to-one meetings with the members of the GLT and senior management
to familiarise the new Directors with how the Group operates on a day to day
basis.
•
Presentations from key functions within the Group
Visit the business
•
Visiting operational locations including showrooms, factories, the design
centre, support offices and customer distribution centres and meeting with
our colleagues from these areas
During the year, Bruce Marsh, Marie Wall, and Tony Buffin all went through their induction programme,
after which feedback was sought from the new Directors to help further develop the programme going forward.
CORPORATE GOVERNANCE REPORT CONTINUED
BOARD REVIEW
Following last year’s externally facilitated review, undertaken by Gould Consulting, the Board conducted
an internal review of its effectiveness this year, led by the Senior Independent Director and supported by
the Company Secretary.
Stages of our Board review
Stage 1 Formal online questionnaire provided by Gould Consulting to the Directors
andCompany Secretary.
Stage 2 Discussions between the Senior Independent Director and the rest of the
Board,allowing them to consider areas where they identified improvements
could be made.
Stage 3 Gould Consulting’s findings were presented to the Board. The Board discussed
the key learnings from the review. TheCompany Secretary develop an action
plan. The Senior Independent Director fed back to the Chair.
Review insights and action plan forFY26
The Board and its Committees worked effectively
to provide oversight and constructive challenge,
with a focus on the business’ key strategic, multi-year
transformation programmes. Recent appointments
have enhanced the overall capabilities of the Board.
A high level of management focus on risk and
internal controls has generated some positive
improvements. The conclusion overall was that the
Board continues to operate effectively and that all
Board members can contribute freely and play an
active role in Board meetings.
The review covered the following areas:
Board
•
composition and expertise;
•
dynamics;
•
time management; and
•
stakeholder focusand strategic oversight.
Committees
•
effectiveness ofhow the Committees operate,
their agendas and composition.
Individuals
•
time management;
•
preparedness atmeetings;
•
relationships, knowledge and experience; and
•
overall contributions.
Chair
•
relationships and communication withtheBoard
and Group Leadership Team;
•
meeting management; and
•
shareholder interactions.

Annual Report and Accounts 2025 DFS Furniture plc 65
Strategic Report Corporate Governance Financial Statements Shareholder Information
CORPORATE GOVERNANCE REPORT CONTINUED
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE 2018 (THE ‘CODE’)
The Board confirms that throughout the year ended 29 June 2025 and at the date of this report, the Company applied the principles and complied fully with all the provisions of the Code. A copy of the Code is available
from the website of the Financial Reporting Council, www.frc.org.uk. This Corporate Governance report explains how the Company has applied the relevant provisions and principles of the Code, the Companies
(Miscellaneous Reporting) Regulations 2018 (‘the Regulations’) and the Financial Conduct Authority’s Listing Rules and Disclosure and Transparency Rules during the year ended 29 June 2025.
Further information on compliance with the Code can be found throughout this Governance report, the Strategic report and Committee reports signposted as follows.
BOARD LEADERSHIP
AND COMPANY PURPOSE
DIVISION OF
RESPONSIBILITIES
COMPOSITION, SUCCESSION
AND EVALUATION
AUDIT, RISK AND
INTERNALCONTROLS
REMUNERATION
An effective and entrepreneurial Board which promotes
the long-term sustainable success of the Company
Directors’ profiles – pages 56 and 67
s.172 statement – pages 34 and 35
Board review – page 64
The role of the Chair
Directors’ profiles – pages 56 and 57
Role of the Chair and Chief Executive
Officer – page 59
Board review – page 64
Formal, rigorous and transparent
appointment procedure and effective
succession plans
Diversity compliance statement – page
60
Corporate Governance – page 64
Transparent policies and procedures
toensure independence and effectiveness
of auditors and integrity of the Annual
Report and Accounts
External auditor – page 70
Internal audits – pages 69 and 70
Policies and practices designed to support
strategy, long-term success and aligned
to culture and values
Directors’ Remuneration report – pages
77 and 78
Alignment of our purpose, values,
cultureandstrategic objectives
Purpose driven approach – page 4
Our strategy – pages 16 and 17
Chief Executive’s report – pages 8 to 11
Board activities – page 59
Composition of the Board and
divisionofresponsibilities
Directors’ profile – pages 56 and 57
Roles and responsibilities – page 59
Director independence – page 61
A combination of skills, experience and
knowledge on the Board and Committees
Directors’ profiles – pages 56 and 57
Board Skills – page 61
Nomination Committee report – pages
71 and 72
Fair, balanced and understandable
assessment of position and prospects
Fair, balanced and understandable
–page67
Formal and transparent procedure
fordeveloping policy
Directors’ Remuneration policy – page
73 and 76
Our governance and risk management framework
Risk management – page 28
Governance framework – page 58
Non-Executive Directors’ external
commitments and role
Directors’ profiles – pages 56 and 57
Time commitment – page 61
Annual Board review
Board review – page 64
Internal controls and management ofrisk
Risk management process and principal
risks – page 28 and 29
Exercise of independent judgement
inrespect of 2025 outcomes
Directors’ Remuneration report – page
79
Effective engagement by the Boardwith stakeholders
Active engagement – page 34
Effective and efficient functioning of the Board
Time commitment – page 61
Board review – page 64
Our People and alignment of ourpolicies to support
long-term sustainable success
Active Engagement – page 34
NFSIS – page 34
SHAREHOLDER ENGAGEMENT
The Board actively seeks and encourages engagement
with major institutional shareholders and other stakeholders.
The Chief Executive Officer and Interim Chief Financial
Officer regularly meet with analysts and institutional
shareholders to keep them informed of significant development s
and to develop an understanding of theirviews which are
discussed with the Board.
In addition to the extensive engagement carried out by the
CEO and Interim CFO, the Chair and the Non-Executive
Directors met with major shareholders several times
throughout the year. The Chair and the Senior Independent
Non-Executive Director make themselves available to all
major shareholders so that any issues and concerns can be
communicated to the Board.
To maintain a clear understanding of market perceptions
the Directors regularly review investor relationsactivity,
comments by analysts, communication from major
shareholders and advice from the Group’s brokers.
Thisincludes:
•
interaction with all shareholders
•
presentations of full-year and interim results to analysts
and shareholders; available on the corporate website
•
the Annual Report detailing the Group’s strategy,
business model and performance over the past
financial year and plans for future growth
•
the Annual General Meeting, which all shareholders
areencouraged to attend and put any questions
totheBoard
•
the Company’s corporate website
(www.dfscorporate.co.uk), where
investorinformation is regularly updated.
EXTERNAL AUDITOR
Our external auditor is KPMG LLP and our engagement
partner is Gill Hopwood-Bell. We continually assess the
independence and expertise of KPMG LLP. Our non-audit
services policy can be found on our website and further
details are on page 70.
INTERNAL AUDIT
Further details relating to the Internal Audit function are
contained within the Audit and Risk Committee report on
pages 66 to 70.
DTR DISCLOSURE
The disclosures required under DTR 7.2 of the Disclosure
and Transparency Rules are contained inthis report, and
the Audit and Risk Committee and Nomination Committee
reports, except for information required under DTR 7.2.6
which is contained in the Directors’ Report on pages 88
to 91.
Signed on behalf of the Board of Directors.
Elizabeth McDonald
Group General Counsel and Company Secretary
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc66
Corporate Governance
AUDIT AND RISK COMMITTEE REPORT
COMMITTEE MEMBERS DURING FY25
Bruce Marsh (from 1 August 2024)
Chair from 9 April 2025
Jo Boydell
Alison Hutchinson
Gill Barr
Tony Buffin (from 24 February 2025)
Loraine Martins (to 31 July 2024)
There have not been any significant changes to the
responsibilities and role of the Committee during
the year. The Committee continues to ensure that
the financial reporting is aligned with the latest
requirements and guidance from regulators and
that it is fair, balanced and understandable and
thatall matters disclosed and reported upon meet
the needs of our stakeholders.
During the year, the Committee continued to
formalise and monitor the control environments
across the business to strengthen our existing
arrangements and to ensure we are well placed
tomeet the requirements of future changes to
theCorporate Governance Code.
The Committee continues to conduct regular
assessments of the quality and effectiveness of
theinternal and external audit processes and we
have considered a variety of matters aligned with
the Group’s principal risks. The key risks that could
materially impact the financial statements remain
consistent with prior years. These include the
assessment of the going concern basis of accounts
preparation, the recoverability of the carrying value
of goodwill in the Group accounts and the recoverability
of the Parent Company’s investment in subsidiaries
and receivables from other Group companies.
During the year, the Group was selected for a
routine review by the Financial Reporting Council
(‘FRC’) under its Corporate Reporting Review
process. The review was based on the 2024 Annual
report and accounts.
The scope of the review focused on the clarity of
our revenue recognition accounting policy and in
response the Group has enhanced its revenue
recognition accounting policy disclosure (pages
107 and 108) and clarified the reconciliation in
relation to gross sales and revenue (page 112).
The FRC noted that the Group had provided
asatisfactory response to its enquiries.
I thank my fellow Committee members for their valuable
contribution and support during theyear, and I
welcome any comments or questions from shareholders.
Bruce Marsh
Chair of the Audit
and Risk Committee
Read Bruce’s profile
onpage 56
On behalf of the Board I am pleased to present my
first report as Audit and Risk Committee Chair for
the year ended 29 June 2025. This report is intended
to provide shareholders with an insight into key
areas considered by the Committee and an overview
of how the Committee has discharged its responsibilities
during the year. The Committee plays an important
role in ensuring the integrity of financial reporting,
the effectiveness of the internal control environment
and the operation of our risk management processes.
In April 2025 I was appointed as Chair of the
Auditand Risk Committee, as part of an orderly
transition from Jo Boydell in advance of her retirement
from the Board in November 2025. I’dlike to thank
Jo for her significant contribution and leadership of
the Committee and for the comprehensive handover
Ireceived. Although I’ve been a member of the
Committee since joining the Board in August 2024,
I undertook an induction as Itransitioned to the
Chair and continued to meet with the Group Chief
Financial Officer and the Heads of Internal Audit
and Risk and with members of the KPMG LLP audit
team between scheduled Committee meetings.
Wewelcomed Tony Buffin to the Committee and
his appointment further strengthens the collective
skills and experience.

Annual Report and Accounts 2025 DFS Furniture plc 67
Strategic Report Corporate Governance Financial Statements Shareholder Information
AUDIT AND RISK COMMITTEE REPORT CONTINUED
COMPOSITION
The members of the Committee are all
independent Non-Executive Directors who,
together, have extensive commercial, financial
andoperational experience and skills relevant
tothe Group and are all independent in character
andjudgement and free from any relationship or
circumstance which may, could or would be likely
to, or appear to, affect their judgement.
As part of an orderly succession plan I was
appointed Chair of the Committee in April 2025
toensure a smooth transition from Jo Boydell in
advance of her retirement from the Board in
November 2025. The Board considers that, by
virtue of my current and recent executive roles,
details of which are set out on page 56, I have
recent and relevant financial experience and that
the Company complies with the requirements of
the Code in this respect. Other Committee members
who served during the year are Jo Boydell (Chair
until April 2025), Gill Barr, Tony Buffin (appointed
February 2025) and Alison Hutchinson.
Profiles of the Independent Non-Executive Directors
are included on pages 56 and 57 and a summary of
their principal skills and experience is shown on
page 61.
Regular attendees at Committee meetings include
the Chair of the Board, Chief Executive Officer,
Chief Financial Officer, Head of Internal Audit,
Head of Risk, Group Finance Director, Company
Secretary and the external auditor. The Committee
held three scheduled meetings in the year. Details
of attendance at scheduled Committee meetings
can be found on page 63. The Committee Chair
also meets with the CFO, Group Finance Director,
Head of Internal Audit, Head of Risk and external
auditor prior to each Committee meeting and on an
ad hoc basis. The Committee members also meet
without management present after each Committee
meeting. The Group Head of Audit and representatives
of external audit are also invited to these private
discussions to allow discussion of matters which
they may wish to raise in the absence of management.
PERFORMANCE REVIEW
The review of the performance of the Audit
andRisk Committee was carried out as part of the
wider review of Board effectiveness, further details
of which can be found in the Corporate Governance
report on page 64. There were no significant concerns
raised from this review and the Committee was
deemed to be operating effectively.
ROLES AND RESPONSIBILITIES
The Committee’s responsibilities include,
butarenot limited to:
•
oversight of the integrity of the Group
financialstatements;
•
review of the half-yearly and annual financial
statements (including clarity and completeness
of disclosure);
•
review of non-financial statements and
Responsible Business report;
•
oversight of risk management and internal
control arrangements;
•
oversight of compliance with legal and
regulatory requirements;
•
oversight of the external auditors’ performance,
objectivity, qualifications and independence;
•
the approval process of non-audit services;
•
recommendation to the Board of the nomination
of the external auditors for shareholder
approval, and approval of their fees; and
•
oversight of the internal audit function.
All relevant matters arising are brought
totheattention of the Board.
FINANCIAL REPORTING
The ultimate responsibility for reviewing and
approving the Annual Report and Accounts and
thehalf-yearly reports remains with the Board.
The Committee reviews the content of the Annual
Report and Accounts and advises the Board on
whether, taken as a whole, it is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the Group’s
and Company’s position and performance, business
model and strategy. This review includes an
assessment of the adequacy of the disclosure
withrespect to going concern and viability
reporting and due consideration to laws and
regulations, the Task Force on Climate-related
Financial Disclosures (‘TCFD’), the provisions
oftheUK Corporate Governance Code and
therequirements of the Listing Rules.
In reviewing the Annual Report for the 52 weeks
ended 29 June 2025, the Committee considered
the balance of the Strategic report with respect to
proportional focus on positive and negative results
and events, adequate disclosure of risks and the
consistency of reporting of financial and other
measures. The Committee also considered the
extent and prominence of alternative performance
measures presented. This additional review by the
Audit and Risk Committee assisted the Board in
determining that the report was fair, balanced and
understandable at the time that it was approved.
The Committee also reviews the content of the
Annual Report to ensure the impacts of climate
related risks and opportunities are explained and
that, taken as a whole, the Annual Report provides
a coherent and connected view of climate reporting.
Further detail on climate reporting is included in
the Responsibility and sustainability report and
also outlined in the Risks and uncertainties.
Significant items considered in
relation to the financial statements
During the year the Committee reviewed items
relating to going concern and viability, impairment,
inventory and provisions. The Committee
considered the significant matters below in relation
to the financial statements and how these were
addressed. This included reviewing papers prepared
by management detailing the basis of and rationale
for the treatments adopted. The Committee also
received reports from and held discussions with
theexternal auditor to ensure that a robust level
ofchallenge had been made to management’s
assessments and to confirm that there were
nosignificant differences of opinion between
management and the auditor.

Annual Report and Accounts 2025 DFS Furniture plc68
Corporate Governance
AUDIT AND RISK COMMITTEE REPORT CONTINUED
Area of focus Action
Presentation of financial
statements
Pages 26 and 27
The Group uses Alternative
Performance Measures (‘APMs’)
and includes additional disclosures,
including reconciliations to statutory
measures. In ensuring that the
Group’s reporting is fair, balanced
and understandable the Committee
reviewed the prominence of
APMs and statutory measures
and the classification of underlying
andnon underlying items.
The Committee considers it important to consider statutory measures
and the APMs when reviewing these financial statements. The Committee
has reviewed the APMs and the financial statements as a whole to
ensure the Group’s reporting is fair, balanced and understandable.
The Committee gave due consideration to the integrity and sufficiency
of information disclosed in the Annual Report and Accounts to ensure
that they explain the Group’s position, performance, business model
and strategy.
Items excluded from underlying results were reviewed by the Committee
and it is satisfied that the presentation of these items is clear and that
there is adequate disclosure of these material non-recurring items.
The net non-underlying credit/charge for the year before tax was
£4.1m credit (FY24: £10.8m charge) and relates primarily to correction
of a fair value adjustment for rental properties that had not been
de-recognised when the leases were regeared in previous periods.
The impact is not material to individual previously reported periods
soit has been corrected in the current period.
Going concern and viability
reporting
Page 53
In addition to the going concern
statement, the Group is required
to make an assessment of its
longer-term viability. This
requires the application of a
number of judgements and
estimates, particularly given
thecontinuing macroeconomic
uncertainty.
The Committee, along with the Group’s external auditor, has reviewed
management’s assessment of the financial liquidity prospects of the
Group for the three years from 29 June 2025 to June 2028, being a
reasonable period for the assessment of key risks for a retail business
given continuing political and economic uncertainties. This review
included challenging the base case assumptions and reviewing the
downside scenarios and stress tests.
The Committee reviewed and challenged management’s assessment
ofexpected compliance with the banking covenants and concluded
that the going concern assumption remains appropriate and that the
Board is able to make the viability statement on page 53 of the
Strategic Report.
Area of focus Action
Impairment of goodwill Note 10 to the consolidated financial statements
As a result of business
acquisitions, the Group has
recognised significant balances
for goodwill. Goodwill must be
tested annually for impairment.
The assessment of potential
impairment requires a number
of judgements and estimates
to be made in determining the
relevant future cash flows and
the discount rate to be applied.
The Committee reviewed and challenged the approach taken by
management to impairment testing, and assessed the reasonableness
of the underlying assumptions including discount rates, long-term
growth rates and cash flow forecasts used. Specific attention was
given to cash flow forecasts in light of uncertainties such as market
demand, inflation and interest rates and the level of sensitivities
applied by management in determining reasonably possible changes
to cash flows.
No impairment of goodwill was noted in the period.
The Committee considered the appropriateness of the conclusions
reached, and also reviewed the external auditor’s report and
discussed its observations and findings in this area.
The Committee will continue to review the carrying value of goodwill
at least annually, or in the event of any significant changes to the
structure or circumstances of the Group.
Parent company investments Note 2 to the Company financial statements
The ultimate parent company
of the Group, DFS Furniture
plc, holds a significant value
of investments in subsidiary
companies in the Group.
The carrying value of these
investments and related
intra-group borrowings is
supported by the estimated
valuein use of the underlying
trading entities. Assessment
of the estimated value in use
requires a number of judgements
and estimates to be applied.
The Committee reviewed management’s assessment of the recoverability
of the parent company investments, including the underlying
judgements and estimates, and considered the consistency of these
with the assessment of the impairment of intangible assets as
noted above. The Committee considered the appropriateness of the
conclusions reached, and also reviewed the external auditor’s report
and discussed its observations and findings in this area.
The Committee will continue to review the carrying value of the
parent company investments at least annually, or in the event of any
significant changes to the structure or circumstances of the Group.
In addition to existing requirements, the Committee monitors and considers future corporate reporting
developments in order to develop the Group’s approach to meet any new requirements. During the year
theGroup has continued to monitor developments and to work towards anticipated requirements on UK
Corporate Governance Code 2024 reform and this will be an ongoing area of focus for FY26.
FINANCIAL REPORTING CONTINUED
Significant items considered in relation to the financial statements continued

Annual Report and Accounts 2025 DFS Furniture plc 69
Strategic Report Corporate Governance Financial Statements Shareholder Information
AUDIT AND RISK COMMITTEE REPORT CONTINUED
RISK MANAGEMENT
The Audit and Risk Committee reviews the
principal risks and the actions taken to mitigate
them on an annual basis. We review the risk
profiles for each business area in relation to their
strategic risks, and the controls in place to mitigate
them. As required the Committee can invite the
functional lead to attend the Committee for a
discussion on the risks identified and their mitigations.
As the Group continues to develop and improve
itsrisk management strategy the Committee has
oversight of any risks that are defined as significant
to the Group and the delivery of its strategy, as
well as any risks that are operating outside of the
agreed risk appetite and any risks where the controls
in place have been found to be insufficient to adequately
mitigate the risk.
Maintaining a strong risk and controls
cultureandenvironment is key to the Group’s
governance framework.
Throughout the year the Risk function has
continued to work alongside management to
consider the risks identified. This work will continue
with regular reviews in place to challenge and refine
the risk register.
The GLT conducts a quarterly risk review and a
Governance and Risk Committee comprising senior
management meets monthly to review changes in
the regulatory/legal landscape, with key points
forming the basis of the Audit and Risk Committee
discussion. The Risk team regularly assesses and
highlights new and emerging risks, changes in
rating of principal risks and developments on risk
management to the GLT.
INTERNAL CONTROLS
As the Group continues to evolve its control
environment an Internal Controls Steering
Committee has been created, chaired by the CEO,
and focusing on Internal Controls over Financial
Reporting (‘ICOFR’), IT general controls and the
wider control environment.
To ensure that the Group continues to strengthen
the internal controls environment, the Internal
Controls function has been created, and following
recent restructuring, sits alongside the Group Risk
function. This will allow for the creation of a robust
and aligned Risk Management and Internal
Controls strategy to support the business as
itensures compliance with the UK Corporate
Governance Code 2024.
Alongside our risk management processes,
keycomponents of the Group’s internal controls
environment include:
•
Clearly defined lines of accountability via a
Group delegation of authority and underlying
business area delegations.
•
The Group’s Code of Conduct and suite of policies,
setting the floor of minimum commitments for
our business conduct. These commitments are
linked to the Group’s principal risks and uncertainties
and ensure we act in line with relevant legal and
regulatory requirements, as well as industry
standards and stakeholder expectations.
•
Procedures, operating standards and colleague
training for each of our business and key functional
areas as appropriate, to support the management
of key risks and establishing ways of working
within the Board’s approved risk appetite. These
cover areas including financial reporting,
corporate compliance, information security,
interest free credit compliance, modern slavery,
anti-bribery andethical sourcing.
•
Relevant business areas and functions own
these underlying components of our internal
controls environment, and are responsible for
ensuring control processes and activities are
maintained and operate effectively. The Internal
Controls team will continue to support the
business to demonstrate the effectiveness
andefficiency of the control environment.
•
Functional assurance activity also takes place
across the business to target key risk areas,
overseen by relevant business experts or
specialist functional teams, including our
Financial Controls, Cyber Security and Financial
Conduct Authority Compliance teams.
The framework of internal controls is designed to
manage and mitigate rather than eliminate the risk
of failure to achieve business objectives and can only
provide reasonable and not absolute assurance
against material misstatement or loss, or fraud.
In respect of the Group’s financial reporting, the
Finance department is responsible for preparing the
Group financial statements using a well-established
process and ensuring that accounting policies are in
accordance with International Financial Reporting
Standards. All financial information published by
the Group is subject to the approval of the Audit
and Risk Committee and the Board.
There have been no failings in the operation of the
Group’s internal controls during the financial year
under review that have materially affected the
Group’s control over financial reporting. The
Committee has maintained oversight of key
processes and controls development in the Group.
Progress continues to be made to formalise
alignment to the existing Corporate Governance
requirements, and to ensure we meet upcoming
changes to the UK Corporate Governance Code
2024. A project to enhance the structure,
monitoring and reporting of the Group ICOFR and
on wider internal controls has progressed during
the year and the Committee has reviewed progress
on the key project milestones designed to
formalise, enhance and monitor the control
environment underpinning future disclosures on
material controls. This project gives us a structured
framework to document, enhance and remediate
control gaps that although not significant to the
financial statements are an opportunity to mature
our control environment. The Group continues to
adopt a thorough and orderly approach to compliance.
The Board, with advice from the Audit and Risk
Committee, is satisfied that there is an effective
system of internal controls and risk management
isin place which enables the Group to identify,
evaluate and manage key risks and which accords
with the guidance published by the FRC. These
processes have been in place since the start of
thefinancial year and up to the date of approval
ofthe accounts.
Further details of specific material risks and
uncertainties facing the business can be found on
pages 28 to 33
OVERSIGHT OF INTERNAL AUDIT
The Committee considers the resources and
plansof the Internal Audit function at each
meeting. Therole of Internal Audit, its reporting
line and keyresponsibilities are contained within
anInternalAudit Charter which is approved
annually by the Committee, and was last
approvedat the July 2024 meeting.
During the year the Internal Audit team has engaged
in a co-source agreement with an established
internal audit practice to supplement the in-house
team and to provide coverage on areas outside the
expertise of the in-house team. During the year the
co-sourced work included audit and assurance
work on pensions process and controls and health
and safety processes and controls and the in-house
team has also completed audit work. A root cause
analysis across the three key operational brands
was also undertaken.
All work of Internal Audit, in house and externally
sourced, planned or otherwise, is summarised and
reported to the Audit and Risk Committee.
Summarised reporting of internal audit results is
provided to the Governance and Risk Committee
ona monthly basis and also at each Audit and Risk
Committee meeting. In addition, the status of all
agreed management actions arising from internal
audit work is monitored and reported to the
Committee, either through the performance of
detailed follow-up reviews for operational audits,
or by tracking, reporting and following up individual
actions from other audits.

Annual Report and Accounts 2025 DFS Furniture plc70
Corporate Governance
AUDIT AND RISK COMMITTEE REPORT CONTINUED
OVERSIGHT OF INTERNAL AUDIT CONTINUED
The status of management actions is shared
withthe GLT regularly prior to presentation to the
Committee. Common themes emerging from internal
audit work are also fed back to operational leadership
teams to support controls and process improvements.
During the year the reporting lines for the Internal
Audit and Internal Controls team were brought
together to reflect updates to management’s
ownership and accountability for management of
risk, internal control and assurance activities under
the Chief Legal and Business Assurance Officer.
OVERSIGHT OF EXTERNAL AUDIT
Assessment of effectiveness and
quality of the external audit process
The Audit and Risk Committee oversees the
relationship with the external auditor and considers
the re-appointment of the Group’s auditor, before
making a recommendation to the Board to be put
toshareholders.
As part of this responsibility to assess the effectiveness
of the external auditors, the Committee approved
the audit plan for the financial reporting period
of52 weeks ended 29 June 2025 and reviewed
theauditor’s findings and management
representation letters.
In addition to consideration of the audit process,
responses to questions from the Committee and
the audit findings reported to the Committee, a
structured feedback exercise was again undertaken
during the year. This exercise collated feedback on
a wide range of factors from Non-Executive Directors,
senior managers and relevant colleagues from the
Finance, Internal Audit and Risk, Legal and Compliance
teams. The results of this feedback identified
strengths in culture, governance, skills and knowledge ,
and judgement. A relative opportunity remains in
fees. These results supported the Committee in its
conclusion that KPMG LLP continues to be effective,
objective andindependent in its role as external auditor .
Appointment of the external auditor
The Group’s external auditor was re-appointed
inFY22 following a competitive tender process.
The re-appointment was unanimously recommended
by the Committee to the Board. Under current UK
corporate governance requirements the external
audit provision will be subject to another tender no
more than ten years later, ahead of the start of the
FY32 audit. The Committee has recommended to
the Board the reappointment of KPMG LLP as
auditor for the FY26 audit.
Independence and objectivity
The external auditor is required periodically to
assess whether, in its professional opinion, it is
independent and those views are shared with the
Audit and Risk Committee. The Committee has
authority to take independent advice as it deems
appropriate in order to resolve issues on auditor
independence. No such advice has been required
todate. There are no contractual obligations in
place that restrict the choice of statutory auditor.
Non-audit services and fees
The Committee regularly reviews the Group’s
policy on non-audit services, which governs the
provision of non-audit services provided by the
auditor and, in summary, categorises the types
ofnon-audit services as:
•
prohibited – services that have the potential
toimpair or appear to impair the independence
of their audit role;
•
permissible (subject to approval limits)
– services which primarily relate to work that
isoutside the required scope of the statutory
audit, but is consistent with the role of the
external statutory auditor; and
•
services to be considered on a case-by-case
basis – all other services of an advisory or other
nature that do not compromise the independence
of the external auditor.
In any event, within each of the Group’s legal
entities, the cumulative total of non-audit fees paid
to the external auditors within each financial year
must not exceed 70% of the average audit fee for
the last three financial years. The above policy has
been adhered to throughout the financial year,
during which the only non-audit services provided
by the Group’s external auditor were an interim
review, which is closely related to the audit and is
permissible assurance work under the policy. The
audit and interim review fees for the year in respect
of the Group and its subsidiaries were £1.0m.
WHISTLEBLOWING
The Group is committed to the highest standards
ofopenness, honesty, integrity and accountability
and, as a result, has a whistleblowing policy in
place. This policy is intended to make employees
orthird parties aware that they should report any
serious concerns or suspicions about any wrongdoing
or malpractice on the part of any employee of the
Group. The process is confidential and reports can
be made anonymously through an independent
third party telephone line and without fear of being
treated unfairly after making a report. Examples
include fraud, breakdown in internal controls,
misleading customers, bribery, modern slavery,
dishonesty, money laundering, corruption and
breaches of data protection or health and safety.
During FY25 the Group has continued to report
andanalyse whistleblowing incidents. Outcomes of
investigations, trends and highlights are reviewed
at the monthly Group Governance, Risk and
Compliance Committee and shared with the Audit
and Risk Committee.
During the year, there were 21 (FY24: 24) reports
received through the whistleblowing process, all
ofwhich were fully addressed in accordance with
the policy.
FRAUD RISK
The Committee considered the fraud risk framework
from Internal Audit and noted that no frauds have
been identified during the year that would have a
material impact on the Group’s financial results.
The Committee has also considered the development
of the framework in light of the implementation of
the Economic Crime and Corporate Transparency
Act. Management has taken appropriate action to
comply with the Failure to Prevent Fraud offence
including a review of existing controls and the
design of proportionate procedures with oversight
from Internal Audit and Legal. This will continue
into FY26.
The responsibilities of the Directors and external
auditor are set out on pages 92 and 100. As set out
in the Directors’ report, the Directors consider the
Group’s business to be a going concern. The Group’s
viability statement can be found on page 53.
Bruce Marsh
Chair of the Audit and Risk Committee
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc 71
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOMINATION COMMITTEE REPORT
KEY ACTIVITIES DURING 2025
•
Assessing the composition of the Board to
ensure it remains well placed to discharge
its responsibilities
•
Conducting the appointment of a
newNon-Executive Director and
InterimChief Financial Officer
•
Appointing the Designated Non-Executive
Director for workforce engagement
•
Reviewing the pipeline of talent within the
Group Leadership Team and assessing their
development needs
•
Conducting the internal Board review
process and outcomes
•
Reviewing the Board Equity, Diversity
andInclusion Policy
Welcome to the report from theNomination
Committee. The primary focus of the Committee
has been on: reviewing the talent across the Group
to ensure that both the Board and the Group Leadership
Team have the necessary skills, experience and
diversity of thinking to support the strategy of
theGroup going forward; recruiting and appointing
anew interim Chief Financial Officer; the appointment
of additional Non-Executive Directors and the
internal Board evaluation. Appointments to the
Board, as with other positions within the Group,
aremade on merit according to the balance of
skills, experience, diversity, and inclusion offered
by prospective candidates. TheCommittee adopts
a formal and transparent procedure for the appointment
of new Directors tothe Board.
APPOINTMENTS
During the year, the Nomination Committee
recommended the appointments of Tony Buffin
and Marie Wall to the Board. The Nomination
Committee engaged The MBS Group, an external
search consultancy, to undertake the process on its
behalf. Tony Buffin joined the Board in February 2025
as an Independent Non-Executive Director, bringing
significant additional retail and finance expertise.
As well as being a member of each of theBoard
Committees Tony has taken on the role as Designated
Non-Executive Director for workforce engagement.
Marie Wall joined the Company in November 2024
and was appointed to the Board as Interim Chief
Financial Officer in January 2025 pending the
completion of our search process to appoint a
permanent CFO.
Steve Johnson
Chair of the
Nomination
Committee
Read Steve’s profile
onpage 56
COMMITTEE MEMBERS DURING FY25
Steve Johnson (Chair)
Gill Barr
Jo Boydell
Tony Buffin (from 24 February 2025)
Alison Hutchinson
Bruce Marsh (from 1 August 2024)
Loraine Martins (to 31 July 2024)

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Corporate Governance
NOMINATION COMMITTEE REPORT CONTINUED
APPOINTMENTS CONTINUED
The skills matrix (the current version of which may
be found on page 61), together with the collective
knowledge, experience and diversity of the Board
and the length of service of the Directors, was used
by the Committee to highlight where there were
opportunities for the new Non-Executive Director
to contribute to the skill set of the Board and
informed the search that The MBS Group undertook.
Following longlisting and shortlisting processes,
and prior to any recommendation being made by
the Nominations Committee to the Board, the
preferred candidates for each position met with
existing members of the Board. New Board
members are always welcomed into the business
through a comprehensive induction, co-ordinated
bythe Company Secretary.
There are a number of crucial areas that all
inductions cover. New Directors meet with all the
members of the GLT and other senior managers
from across the Group as well as key advisers to
the Group (such as the Group’s brokers, financial
advisers, and the external audit partner). In March,
Bruce Marsh was appointed as the Chair of the
Audit and Risk Committee and spent additional
time with Jo Boydell, the retiring Audit Committee
Chair, the Company’s external audit team, the
Interim Chief Financial Officer, and the Group
Director of Finance as part of the handover
ofAuditand Risk Committee responsibilities.
COMPOSITION
The Code recommends that the majority of the
Nomination Committee consists of Non-Executive
Directors, independent in character and judgement
and free from any relationship or circumstance
which may, could or would be likely to, or appear to,
affect their judgement. Each of the Non-Executive
Directors is a member of the Nomination Committee.
The Board considers that each of the Non-Executive
Directors is independent. The Chair was independent
upon appointment and, as such, the Company
complies with the Code. The Committee’s terms
ofreference are available on the Company’s
corporate website at www.dfscorporate.co.uk.
Although only members of the Committee are
entitled to attend Committee meetings, the Chief
Executive Officer and the Chief Financial Officer are
invited to attend meetings where appropriate. The
Committee will meet as often as it deems necessary
but, in accordance withits terms of reference,
atleast twice a year.
PRINCIPAL DUTIES
The purpose of the Committee is: (i) to assist the
Board by keeping the composition of the Board
under review; (ii) to make recommendations to the
Board within agreed terms of reference on the
appointment of Executive and Non-Executive
Directors ensuring the Board is sufficiently diverse
and has the correct blend of skills, knowledge and
experience required to support the Group; (iii) to
oversee the succession plans for the Board and
GLT; and (iv) to ensure that there are processes
inplace to secure a diverse pipeline of potential
candidates for succession to key management
positions and to the Board. The Nomination
Committee regularly updates a matrix of the
skillsbrought to the Board by all Directors,
bothExecutive and Non-Executive.
Details of the skills and experience of the Directors
areshown on pages 56 and 57
‘EVERYONE WELCOME’
DFS is a Group that lives its values and is committed
to having a diverse and inclusive workforce and
culture throughout the organisation. We believe
that every one of our colleagues should feel respected,
supported, and free to bring their whole self to
work every day. By ensuring inclusion is central to
decision making, we believe we can continue to
attract, retain and develop diverse talent, helping
our teams and business to thrive. Our objective of
driving the benefits of a diverse Board, leadership,
and senior management team as well as our wider
workforce is underpinned by our Board Equity,
Diversity and Inclusion Policy, which can be viewed
on our corporate website at www.dfscorporate.co.uk.
The Board and the GLT believe that a culture where
everyone is welcome, is vital to the long-term
success of the Group. I can report that we currently
have four female Directors out of our Board of eight
Directors. The profile of each of the Directors can
be found on pages 56 and 57 of the report. The
Committee takes an active interest in the quality
and development of talent and capabilities of the
GLT ensuring that appropriate opportunities are in
place to develop high-performing individuals
across the Group. In 2024, 12 of our senior leaders
completed our Leadership Development programme
and a further cohort recently began the programme.
The programme was developed with arange of
external partners todevelop an in-depth understandin g
of culture, corporate governance, leadership and
key strategic challenges and opportunities. The
current cohort have been challenged to carry out
areview of our purpose, values and leadership
behaviours as we move closertogether as a Group,
following the recent restructuring ofour Marketing,
Commercial and Customer Services teams.
BOARD REVIEW
As required by the Code, the Board undertakes an
annual evaluation of its activities and those of its
Committees. This year the internal review was led
by our Company Secretary with support from
Gould Consulting, which provided the detailed
questionnaire to ensure consistency year on year.
Between April and June 2025, a three-stage
process was followed. More information on the
process and outcomes is detailed on page 64 of
theCorporate Governance report. The performance
of the Nomination Committee was reviewed as part
of theevaluation process, and I am pleased to
report that the evaluation concluded that the
Committee continues to operate effectively.
WHAT WE WILL DO IN 2026
•
Continue to assess the Board skills
andcomposition of the Board.
•
Conclude on the appointment of the CFO.
•
Conduct an internally led review of the Board’s
performance with greater focus on the risk and
control environment as we prepare for the new
UK Corporate Governance Code 2024.
•
Continue our work on succession planning.
•
Review the frequency of meetings and terms
ofreference of the Committee.
•
Review the GLT succession planning and talent
management strategy.
Steve Johnson
Chair of the Nomination Committee
25 September 2025

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Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REMUNERATION REPORT
Gill Barr
Chair of the
Remuneration
Committee
Read Gill’s profile
onpage 56
KEY ACTIVITIES FROM 2025
•
Finalisation of the Directors’ Remuneration
Policy and the new DFS Group Share Plan
•
Consultation with shareholders in relation
to the Directors’ Remuneration Policy
•
Determining outturns for incentives in
respect of FY25, taking into consideration
the experience of key stakeholders over
theperiod
•
Setting performance targets for the FY26
annual bonus and performance underpins
for the FY26 DFS Group Share Plan awards
•
Review of Committee’s terms of reference
•
Consideration of pay and conditions across
the wider workforce
CONTENTS OF THIS REPORT
73 Part A: Annual statement by the Remuneration
Committee Chair
76 Part B: Remuneration at a glance
77 Part C: Our remuneration philosophy and
workforce reward
79 Part D: Annual Report on Remuneration
PART A: ANNUAL STATEMENT BY THE
REMUNERATIONCOMMITTEE CHAIR
On behalf of the Board, I am pleased to present the
Remuneration Committee report for the financial
year ended 29 June 2025. The Remuneration Report
provides a comprehensive overview of our remuneration
framework, its implementation and its alignment
with the business strategy.
The Company’s Directors’ Remuneration Policy
was renewed at the 2024 AGM, the key change to
the Policy being the replacement of our performance
based LTIP with the DFS Group Share Plan (‘DSP’)
(restricted shares). The Policy was approved with
avote of over 94% in favour, and the Directors’
Remuneration Report achieved strong levels of
support at the 2024 AGM with a vote of over 99%
in favour. TheCommittee was grateful for all the
feedback received from our shareholders as part
ofthe Policy Review process and for the support
ourshareholders have shown in our remuneration
framework, which allows us to retain and motivate
our talented executive team in what continues to be
anexceptionally volatile external trading environment.
The Committee has reflected on the ongoing operation
of the new Policy following its first year of
implementation and believes it continues to serve
the Group well, remaining aligned to our strategy,
culture and values.
COMMITTEE MEMBERS DURING FY25
Gill Barr (Chair)
Jo Boydell
Tony Buffin (from 24 February 2025)
Alison Hutchinson
Bruce Marsh (from 1 August 2024)
Loraine Martins (to 31 July 2024)

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Corporate Governance
REMUNERATION IN CONTEXT
This year, the Group has accelerated its momentum
to successfully deliver a strong recovery. We have
improved our profitability and generated an
underlying profit before tax and brand amortisation
of £30.2m (above the upper end of guidance), which
was the result of a combination of an increase in
gross sales of +5.8% year on year, improved gross
margin rate and continued cost discipline. We have
continued to outperform the broader upholstery
market with order intake up +10% year on year. Our
two retail brands have implemented a number of
growth initiatives, with order intake at dfs up 8.7%
and Sofology up 16.2% year on year, which has
helped us once again expand our market share.
These achievements are all the more meaningful
given the volatile market conditions the Group
continues to face. Ongoing economic and geopolitical
uncertainty has created an extremely challenging
operating environment for us, and we are exceptionally
proud of the commitment of our colleagues in
delivering such impressive performance despite this.
The Group has evolved considerably over the past
seven years and has now laid strong and sustainable
financial foundations, reducing net bank debt to around
£107m and strengthening its balance sheet. As part
of our efforts to target further reductions in net debt,
we have made the difficult decision to not propose
a final dividend, which we believe is in the best
long-term interests of the Group and its stakeholders.
The steps taken to improve our financial resilience
have allowed us to progress several business-critical
transformation projects intended to invigorate DFS
as we seek to deliver on our medium-term ambition
of achieving £1.4bn revenue and 8% PBT margins.
We believe we are now well placed to capitalise
onthe strong performance of FY25 as the market
begins to recover and we head into FY26 with a
strong leadership team in place. The Remuneration
Committee carefully considered the experiences
ofall key stakeholders, as well as overall Group
performance, when making decisions on
executiveremuneration.
DIRECTORS’ REMUNERATION REPORT CONTINUED
PAY OUTCOMES IN FY25
Group performance summary
•
Growth in profitability, achieving £30.2m
underlying profit before tax and brand
amortisation, above the upper end of guidance
(FY24:£10.5m)
•
Group Revenue from continuing operations
forFY25 of £1,030.3m (FY24: £987.1m)
•
Strengthening of our financial position, with
netbank debt reducing to £107.0m (FY24: £164.8m) ,
reducing leverage to 1.4x (FY24 year end 2.5x)
•
Successful implementation of growth initiatives
across our retail brands, resulting in order intake
increasing by 10% year on year
Annual bonus in FY25
The bonus for FY25 was based 50% on profit
before tax, 20% on free cash flow, 15% on business
critical measures, 10% on established customer
NPS, and 5% on environmental targets. During the
year, the executive team has worked tirelessly to
deliver a robust set of results despite the challenges
the business was facing a year ago. The Group has
delivered underlying profit before tax and brand
amortisation of £30.2m, above the top end of our
guidance and up £19.7m year on year, driven by
strong trading, gross margin progression and
continued discipline on cost management.
Thefinancial position has been strengthened by
areduction of £57.8m in net bank debt, reducing
leverage from 2.5x to 1.4x. Our financial performance
has been supplemented by improvements made
toour operational model and quality of control
environment which has laid vital foundations for
our future success and planned growth initiatives.
Building on the support and commitment from
ourcolleagues, we further increased our leaders’
visibility through the introduction of workforce
engagement initiatives like “On the Sofa with”
livestreams and town-hall style “Brew with
theGLT” events.
Following very strong performance against stretching
bonus measures, the CEO and Interim CFO’s bonus
payouts are 95.8% of maximum, and the former
CFO’s bonus payout is 94.8% of maximum. The
Committee was satisfied that the bonus targets
were sufficiently stretching given the challenging
and unpredictable external trading environment the
Group operates in, and that this outcome is reflective
of the successful recovery of the business during the
year. In line with the Policy, 25% of the CEO’s bonus
payout will be deferred into shares for two years.
LTIP vesting in respect of FY25
The 2022 LTIP award was based 50% on adjusted
EPS, 15% on relative TSR growth against the FTSE
250 Index (excluding investment trusts) and 35%
on the FTSE 350 General Retailers Index. Despite
the efforts made and progress achieved to set the
Group back on a path to recovery, the EPS and TSR
thresholds were not met and the award will therefore
lapse in full.
The Committee considered that the annual bonus
and LTIP outcomes were appropriate in light of the
overarching business performance and the broader
experience of shareholders over the respective
performance periods and therefore no discretion
wasexercised in relation to these awards.
In the year ending 29 June 2025, no malus and/or
clawback provisions were applied to prior awards.
CHANGE IN CHIEF FINANCIAL
OFFICER(CFO) ROLE
During the year, John Fallon announced his
intention to step down from the Board as CFO.
Heremained in role to assist with an orderly
handover to Marie Wall who succeeded him as
Interim CFO. John stepped down from the Board
on22 November 2024 and left the business on
17January 2025.
John remained eligible for a bonus for FY25,
pro-rated for the period he served as CFO during
the year (subject to performance and paid at the
normal time). He will retain his unvested awards
under theDeferred Bonus Plan (‘DBP’) which will
continue to vest on the normal vesting date. John
did not receive any DFS Share Plan (‘DSP’) awards
during FY25 and all outstanding LTIP awards
lapsed upon cessation of employment. John will
remain subject to the post-employment
shareholding requirement.
Marie joined the business on 2 December 2024 as
Interim CFO and was appointed to the Board on
20January 2025. Marie’s salary was set in line with
John’s at £405,000 and was eligible for a pro-rated
(from 2 December 2024) FY25 bonus (overall maximum
of 110% of salary) and a DSP award (atthe lower
level of 65% of salary). Reflecting theinterim nature
of Marie’s role, her bonus award will be paid
entirely in cash, and her DSP award was subject
toan additional condition that the award will not be
capable of vesting if she remains in an interim role. In
conjunction with her appointment as Interim CFO,
Marie received anannual travel allowance of
£50,000 pro-rated for time employed.

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Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REMUNERATION REPORT CONTINUED
IMPLEMENTATION FOR FY26
Base salary for FY26
The base salaries for Executive Directors were
increased by 2%, effective 1 July 2025, in line
withthe 2% budgeted increase applied for the
wider workforce.
Annual bonus for FY26
The bonus opportunity for the Chief Executive Officer
will remain at 120% of salary and 110% of salary
for the Interim CFO. There have been no material
changes to the choice of bonus measures for the
FY26 bonus which will continue to havea 70%
weighting on financial measures (splitbetween
50% on profit before tax and 20% on free cash
flow) and a 30% weighting on a basket of strategic
non-financial measures (7.5% customer; 7.5% culture
and 15% on specific individual strategic measures
including an environmental target). It remains vital
that the Group is able to successfully complete the
transformation programme we started in FY25.
Accordingly, the individual strategic measures will
continue to relate to the leadership team’s successful
delivery of specific projects and objectives aiming
to further facilitate the Group’s transformation which
will enhance its market positioning, financial health,
employee engagement and operational effectiveness.
DFS Group Share Plan
awardsforFY26
The Committee has been pleased to note the
impressive performance of the CEO and Interim
CFO in steering the Group towards recovery during
challenging trading conditions. In recognition of
this, and as indicated in the FY24 Remuneration
Report, following reduced awards being made in
FY25 to reflect the broader shareholder experience
at the time, awards will be granted under the DFS
Group Share Plan to the CEO and Interim CFO at
the original award levels envisaged under the
Remuneration Policy, being 87.5% and 70% of
basesalary for the CEO and Interim CFO
respectively for FY26.
In line with the Policy, the award will vest after
three years subject to the achievement of the
samerobust underpins as applied to the FY25
awards. A two year post vesting holding period will
also apply.
OUR COLLEAGUES
Our colleagues are key to the success of the Group.
I am grateful for all the passion, commitment and
hard work shown by all our colleagues across the
Group, enabling us to deliver brilliant products and
outstanding customer service.
The Committee continues to be mindful of the wider
colleague experience, which is a key consideration
in determining the approach to take for our Executive
Directors, including as part of the review of the
Directors’ Remuneration Policy.
Formal consultation on the remuneration of Executive
Directors is not undertaken with employees. However,
a survey on employee engagement is undertaken
annually and includes discussion on parts of the
Group’s remuneration approach and the Designated
Non-Executive Director has discussed Executive
Director remuneration with the Group-wide
Employee Voice Forum.
A summary of our remuneration philosophy and
principles that applies across the Group is set out
onpage 77 and 78
RESOLUTIONS PROPOSED
ATTHE2025AGM
The Committee continues to reflect on the views of
our shareholders and all feedback provided on the
operation of our Remuneration Policy and practices.
The Committee will continue to maintain an open
and constructive dialogue with its major shareholders
and the representative bodies and will always seek
to consult with them where appropriate.
The Annual Report on Remuneration will be
presented for an advisory vote at the 2025 AGM
and I hope that our shareholders will continue to
support the decisions we have made.
Gill Barr
Chair of the Remuneration Committee
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc76
Corporate Governance
DIRECTORS’ REMUNERATION REPORT CONTINUED
PART B: REMUNERATION AT A GLANCE
IMPLEMENTATION OF REMUNERATION POLICY IN FY25 IMPLEMENTATION OF REMUNERATION POLICY IN FY26
BASE SALARY
Tim Stacey: £510,000
John Fallon*: £161,000
Marie Wall*: £184,000
* Pro-rated for portion of year served.
ANNUAL BONUS
Total bonus payout (% of maximum)
Tim Stacey: 95.8%, John Fallon*: 94.8%, Marie Wall*: 95.8%
Performance measure Weighting Outcome (% of max)
Group profit before tax 50% 100%
Group free cashflow 20% 100%
Environmental 5% 49%
Business critical measures 15% 93%
Customer 10% 94%
Total 95.8%
* Pro-rated for portion of year served.
2022 LONG TERM INCENTIVE PLAN
Total LTIP payout (% of maximum)
Tim Stacey: 0%, John Fallon: lapsed
Performance measure Weighting
Outcome
(% of max)
EPS 50% 0%
TSR (FTSE 250) 15% 0%
TSR (FTSE 350 General
Retailers) 35% 0%
Total 0%
DFS GROUP SHARE PLAN
FY26 DSP opportunity (% of salary)
TimStacey: 87.5%, Marie Wall: 70%
Underpins for 2025 DSP
1. Performance against the Group’s key strategic
priorities being at an appropriate level,
including those related to sustainability
objectives over the vesting period.
2. Whether there is a material weakness in the
underlying financial health or sustainability
of the business. Factors such as, but not
limited to, revenue, underlying profit, free
cash flow and ROCE would be considered.
3. Whether there has been a materially serious
reputational event which could have been
reasonably foreseen.
Details on the Committee’s assessment of the
underpins will be disclosed in the relevant DRR
at the time of vesting.
To support the Committee’s assessment of
theunderpins, an internal dashboard has been
developed toprovide a clear framework covering
key financial and non-financial measures related
to the underpins for the 2025DSP award.
Key structural features
•
Shares vesting under the DSP will be subject
to a two year holding period
•
Committee retains discretion to adjust DSP
outcomes to reflect underlying performance
of the business as well as the experience of
shareholders and other stakeholders
•
Malus and clawback provisions apply
PENSION AND BENEFITS
•
Pension aligned to wider workforce rate at4% of salary
•
Taxable benefits remain unchanged from prior year and
include a company car and private medical insurance
(including cover for spouses and dependants
BASE SALARY
Tim Stacey: £521,000 (increase of 2%)
Marie Wall: £414,000 (increase of 2%)
Salary increases in line with the majority
ofthewider workforce
PENSION AND BENEFITS
•
Pension aligned to wider workforce
rateat4% of salary
•
No change to taxable benefits
ANNUAL BONUS
Performance measure Weighting
Group profit before tax 50%
Group free cashflow 20%
Customer 7.5%
Culture 7.5%
Individual (including
environmental targets) 15%
Bonus opportunity (% of salary)
Tim Stacey: 120%, Marie Wall: 110%
Key structural features
•
25% of any bonus earned will normally be
deferred intoshares for two years
•
Committee retains discretion to adjust bonus
outcomes to reflect underlying performance
of business
•
Malus and clawback provisions apply
SINGLE FIGURES
Element of pay
£000
Tim
Stacey
John
Fallon
Marie
Wall
Salary 510 161 184
Pension, benefits
andother 69 15 38
Annual bonus 586 168 189
LTIP — — —
Total 1,165 344 411
* Pro-rated for portion of year served.
Tim Stacey
John Fallon*
Marie Wall*
£1,165k
£344k
£411k

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Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REMUNERATION REPORT CONTINUED
PART C: OUR REMUNERATION PHILOSOPHY AND WORKFORCE REWARD
OUR REMUNERATION PHILOSOPHY
ANDPRINCIPLES
Our Group values underpin our pay and recognition
policies across the organisation and the remuneration
principles which are supported in our Directors’
Remuneration Policy.
We believe that our ability to deliver fantastic products
and service to our customers comes from the passion
and commitment shown by all our people across all
parts of the Group. It is hence imperative that we
attract, retain and develop the best people, who
dowhat they love, and ensure they are rewarded
fairly in return.
DFS VALUES
•
To pay a market competitive rate reflecting
ouremployees’ role and skills.
•
To offer a reward system that is fair for all.
•
To enable all employees to share in success.
•
To create an inclusive and diverse working environment.
•
To promote the right behaviours through fairness,
equity of treatment and in doing the right things in
theright way.
•
To implement incentive plans that are designed to
reward and promote delivery of the Group’s business
plan and key strategic goals.
•
To encourage and support a high level of performance
and consistent, high quality customer experience.
•
To provide access to development opportunities for all
colleagues enabling growth within the Group.
•
In determining salary increases to apply across the
wider workforce, the Company takes into consideration
Company performance and other market metrics
asnecessary.
•
Pay arrangements are regularly reviewed for
fairness and market competitiveness.
•
The Company actively encourages wide
employee share ownership. The Group’s All
Employee Share Scheme has provided the opportunity
for colleagues, subject to eligibility criteria, to
become shareholders in the Company, aligning
them to the long-term success of the Company.
•
In addition, for management, the DFS Group
Share Plan structure cascades down to around
176 leaders, ensuring management is focused
on delivering strategic objectives and are
aligned to overall shareholders’ experience.
•
Colleagues continue to share in our combined
success with performance related bonus schemes.
•
The Group’s All Employee Share Scheme has
provided the opportunity for colleagues to
become shareholders in the Company
•
Introduction of Total Reward Statements
toprovide transparency to all colleagues on
theirwhole reward package.
•
Continued support for our colleague networks
tosupport in building and maintaining a more
inclusive workplace where everyone feels a sense
of belonging.
•
Refresh of our ‘Your Deal’ benefits portal, where
colleagues can access discounts and savings with a
number of high street retailers, purchase additional
holidays and buy new technology interest free,
viaasalary sacrifice scheme.
•
Building sales capability across our retail brands
– We’ve trained over 200 leaders face to face and
over 800 colleagues virtually in an evolved selling
model in dfs. In Sofology we’ve delivered face to
face product training to all colleagues on our new
customer experience model.
•
Developing Leaders across the Group – We’ve
launched our Group Leadership Academy, with over
300 of our leaders enrolled on a series of subjects
tobuild their skills, and have completed our
Management Academy with over 5,000 learning
hours completed.
•
Investing in key leadership talent and succession
– The first cohort of our Leadership Development
Programme has supported the development
ofkeyleadership team successors with external
andinternal input.
FAIR, MARKET COMPETITIVE
PAY AND BENEFITS
ALIGNED TO OUR BUSINESS
STRATEGYAND CULTURE
SUPPORTING A HIGH PERFORMANCE
SALES AND SERVICE CULTURE
Remuneration principles ‘Your Deal’ proposition
Thinking customer keeps
us on our toes - it makes
sure we’re changing with
the times to reflect the
needs and wants of the
communities we serve.
We’re furnishing the
futureand our customers
sitat the heart of it.
We give each other the
confidence to be real - we
know that to be successful
you need the support to
be yourself and a space
tobelong.
Going above and beyond
for our customers and our
colleagues. You can’t make
a career or continue to be
market leader without a
dash of ambition and the
celebration of success.

Annual Report and Accounts 2025 DFS Furniture plc78
Corporate Governance
DIRECTORS’ REMUNERATION REPORT CONTINUED
REMUNERATION FRAMEWORK
Our reward framework aims to foster alignment across the Group and is informed by our remuneration principles and values outlined on the previous page. The key elements of our reward framework and how they
operate across the Group are outlined below (excluding the Executive Directors, whose remuneration framework is described on the following page).
Element of reward Base salary Pension and benefits Annual bonus and recognition awards DFS Group Share Plan and SAYE
Group Leadership Team (4 colleagues)
Set at market
competitivelevels.
Comprehensive
benefitsoffering aligned
tomarket practice.
Average employer pension
contribution is 4% of salary.
Based on a combination of financial and
non-financial objectives, aiming to reward
andincentivise strategic delivery and strong
individualperformance.
Participation in the DFS Group Share Plan offered
toour top leadership and key talent, aligning their
interests with those of our shareholders in the
longterm.
Heads of divisions and functions (86 colleagues)
Managers (109 colleagues) Colleagues in operational areas across the Group
(inretail showrooms, manufacturing sites and in
The Sofa Delivery Company) have access to
variable pay and bonuses based on a combination
of individual and team performance.
All employees in the UK may participate in the
Group’s Sharesave plan which offers employees
thechance to become ‘owners’ of the Group.
All employees (4,503 colleagues)
GENDER PAY GAP REPORTING
In line with UK legislation, we published our
Gender Pay Gap Report for 2024, demonstrating
further progress overall across the Group, and the
report is available online at www.dfscorporate.co.uk.
We are confident that we pay our colleagues
equally for equivalent roles, regardless of gender.
However, the majority male representation in our
leadership population results in a remaining
gender pay gap that we continue to address.
Our analysis for 2024 shows Group level
reductions in both the mean and median gender
pay gap figures. The mean gender pay gap was
3.8%, a fall of a further 0.3% against last year’s
figure; the median figure was 4.0%, falling 0.4%
in comparison to the 2023 analysis. This reflects
the work done to increase female representation
in leadership roles.
As a Group, our workforce is 35% female,
largelydue to our manufacturing and logistics
populations which systemically attracts a male
audience due to the nature of the roles. However,
we have made significant improvements in female
management in these business areas, with a
conscious effort made to promote and develop
women internally, and to shortlist more women
for consideration when recruiting.
Our ongoing diversity and inclusion agenda places
focus on building a workplace where women can
thrive, with initiatives such as policy reviews,
leadership development programmes and
activities that help us to progress with a
moremodern and inclusive culture.
Mean gender gap
3.8%
Female representation in workforce
35%

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DIRECTORS’ REMUNERATION REPORT CONTINUED
PART D: ANNUAL REPORT ON REMUNERATION
FORTHEFINANCIAL YEAR ENDED 29 JUNE 2025
REMUNERATION FRAMEWORK
The Company’s Directors’ Remuneration Policy was renewed at the 2024 AGM - the key change made
tothe 2024 Policy was the replacement of the performance based LTIP with the DFS Group Share Plan
(restricted shares). The 2024 Policy can be found within the 2024 Annual Report on our website:
www.dfscorporate.co.uk and the key terms have been summarised below.
The Committee has reflected on the ongoing operation of the new Policy following its first year of implementation
and believes it continues to serve the Group well by ensuring the remuneration framework for Executive
Directors is market competitive and capable of incentivising the creation of shareholder value and delivery
of our strategic priorities.
Element of
reward Overview
Base salary
•
Base salaries are set at a competitive level to attract and retain key employees and reflect their
experience and position in the Group.
•
Salary increases are generally consistent with the range awarded across the Group and are
normally reviewed annually.
Benefits
•
The Executive Directors receive a basket of market-standard benefits, which currently includes car,
private medical insurance (including cover for spouses and dependants), relevant professional
subscriptions, andreimbursement of home telephone line and telephone expenses.
Pension
•
Pension contributions for Executive Directors are aligned to the pension provision available for
thewider workforce, which is currently 4% of base salary.
Annual bonus
•
The Executive Directors’ bonus is based on stretching financial and strategic performance targets.
•
The CEO’s maximum opportunity is currently set at 120% of salary and the Interim CFO’s is set
at110% ofsalary.
•
25% of any bonus earned will normally be deferred into shares for two years.
•
The bonus is subject to malus and clawback provisions.
DFS Group
Share Plan
(DSP)
•
The Executive Directors participate in the DFS Group Share Plan, with the CEO’s maximum award
set at87.5% of salary and the Interim CFO’s set at 70% of salary.
•
DSP awards will be subject to performance underpins which will be assessed by the Committee at
theendof the three year vesting period. Vested awards will be subject to a two year holding period.
•
Malus and clawback provisions apply.
Minimum
shareholding
guidelines
•
Executive Directors are expected to build or maintain (as relevant) a minimum shareholding
of200% ofbase salary in the Company.
•
Executive Directors are normally expected to maintain a shareholding equivalent to the
in-employment shareholding requirement immediately prior to departure (or the actual
shareholding on departure, iflower) for two years following ceasing to be an Executive Director.
Sharesave
plan
•
The Executive Directors are entitled to participate in any all-employee incentives on the same
terms asallemployees.
SINGLE TOTAL FIGURE OF REMUNERATION FOR EXECUTIVE DIRECTORS – AUDITED
The remuneration of Executive Directors showing the breakdown between components, with comparative
figures for the prior financial year, is shown below. Figures provided have been calculated in accordance
with the Regulations.
Name Year
Base
salary
£000
Taxable
benefits
£000
Bonus
£000
LTIP7
£000
Pension
£000
Other
£000
Total
fixed
£000
Total
variable
£000
Total
£000
Tim
Stacey
2025 5101 512 586 — 18 — 579 586 1,165
2024 496 10 — — 17 — 523 — 523
Marie Wall2025
3
1844 31 189 — 7 — 222 189 411
John
Fallon
2025
5
161 96 168 — 6 — 176 168 344
2024 397 5 — — 14 6 422 — 422
1. During the year Tim Stacey sacrificed £1k of his base salary of £510k to purchase additional annual leave.
2. Includes £34k of back pay for car allowance that was underpaid in previous periods.
3. Remuneration for Marie Wall relates to the period from the date of her appointment to the Board on 20 January 2025
until 29 June 2025. Marie Wall joined the Company on 2 December 2024 and her remuneration arrangements have
been set out in the Chair’s letter on page 74.
4. During the year Marie Wall sacrificed £1k of her base salary of £184k to purchase additional annual leave.
5. Remuneration for John Fallon relates to the period 1 July 2024 until he stepped down from the Board after the AGM
on22 November 2024.
6. Includes £1k of back pay for car allowance that was underpaid in previous periods.
7. The TSR and EPS performance conditions attached to the 2022 LTIP were not met and therefore the award lapsed in full.
No portion of the LTIP value was attributable to share price appreciation.
Taxable benefits comprise car, private medical insurance (including cover for spouses and dependants),
relevant professional subscriptions, and reimbursement of home telephone line and telephone expenses
and other minor benefits – the value of which has been included in the taxable benefits column.
As explained in the Chair’s letter, in conjunction with her appointment as Interim CFO, Marie Wall received
an annual travel allowance of £50,000 pro-rated for her time employed.
Pension contributions for Executive Directors are aligned to the pension provision for the wider workforce,
which is currently 4% of base salary. Where pension contribution is taken as a salary supplement the amount
is reduced by the associated employer’s National Insurance contribution such that there is no cost to the
Company from this alternative.
ANNUAL BONUS OUTTURN FOR FY25 – AUDITED
Consistent with prior years, the FY25 bonus is based on a rounded assessment of performance with
70%based on financial measures (50% Profit before tax and 20% Free Cash Flow) and 30% on Strategic
non-financial ‘ESC’ measures (5% environmental, 15% business critical and 10% customer). The Committee
carefully considered the wider stakeholder experience during FY25, noting in particular the impressive
performance of the Executive team in setting the business on a strong recovery trajectory, and therefore
determined the final outturn of 95.8% for the CEO and Interim CFO, and 94.8% for the former CFO was
appropriate. No discretion was exercised in respect of the Executive Directors’ bonus outcome.

Annual Report and Accounts 2025 DFS Furniture plc80
Corporate Governance
DIRECTORS’ REMUNERATION REPORT CONTINUED
PERFORMANCE AGAINST OBJECTIVES
Performance measure Weighting
Threshold
(0%) Target
Maximum
(100%) Actual
Outcome
(% of max)
Group underlying profit before
tax and brand amortisation
50% £24.7m £23.5m £27.0m £30.2m 100%
Group free cash flow 20% £24.7m £29.0m £33.3m £57.5m 100%
Customer – average established
Net Promoter Score (dfs)
5% 50.0 52.5 55.0 53.6 89%
Customer – average established
Net Promoter Score (Sofology)
5% 55.0 57.5 60.0 61.5 100%
Business
critical
Leadership
engagement targets –
Leaders make the
rightdecisions
2.5% +4% +6% +8% +14% 100%
Leadership
engagement targets –
How clear are you on
the role you play in
achieving our vision?
2.5% +29% +34% +39% +38% 96%
Operational
effectiveness
andefficiency
5%
Individual target – seebelow
Business change 5% Individual target – seebelow
Environmental 5% Individual target – seebelow
Bonus outcome (% of maximum)
Tim Stacey 95.8%
Marie Wall 95.8%
John Fallon 94.8%
Assessment of individual objectives
At the start of FY25, the Group was at a critical phase of its transformation journey and identified a
numberof areas with the potential for business critical change. In order to motivate and drive delivery of
key strategic priorities, the Committee opted to set individual objectives that reflected the areas individual
executives had the power to directly influence and drive forwards. These objectives were clearly defined,
with identifiable performance objectives set at the start of the year. These objectives were linked to specific
projects aiming to facilitate the Group’s transformation and enhance its market positioning, financial health,
employee engagement and operational effectiveness.
The factors the Committee considered in its assessment of the performance of the executives in meeting
these objectives have been outlined below.
Tim Stacey (CEO)
People and
culture
Objectives
•
Focus on developing and accelerating the inclusion and diversity strategy
through the “everyone welcome” framework
•
Build leadership capability across the Group, with clear succession planning in
place for all senior roles
Performance
•
Target levels of employee engagement scores achieved for two key questions:
‘My manager is supportive of creating an environment where everyone is
welcome’ (86%) and ‘I can bring my whole self to work’ (83%)
•
Development of a robust succession plan which has been approved by the Board.
Outcome
(% of max)
80%
Business
change
Objectives
•
Restructure the Executive Team and Group Leadership Team
•
Define and clarify responsibilities within the team that delivers distinct and
well-understood brand propositions that are compelling to customers and can
be executed efficiently driving market share growth for both Sofology and dfs,
ensuring clear differentiation between the two brands
•
Lead the business change programme to further reduce cost and improve
business efficiency and effectiveness
•
Develop longer-term strategic growth options for the next four years
Performance
•
Market Share growth of +3% achieved for DFS.
•
Sofology achieved a total of 10% market share on average (+1% above target).
•
Achieved £15m of cost savings.
•
Developed a robust 4 year strategic plan.
Outcome
(% of max)
100%
Environment
Objectives
•
Providing support and challenge to target owners to support the GLT in
achieving its environmental goals, focusing on sustainable sourcing and Scope
1 emission reductions
Performance
•
Reduced carbon footprint to 14,013 tCO
2
e compared to a threshold of
14,035.5 tCO
2
e (note the target was amended to correct for previously
estimated reading so that the target was set on a like for like basis with the
performance outcome)
•
93% of upholstery being FSC/PEFC certified (against a threshold of 90%)
•
96% of leather upholstery with LWG (against a threshold of 80%)
Outcome
(% of max)
49%

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Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REMUNERATION REPORT CONTINUED
PERFORMANCE AGAINST OBJECTIVES CONTINUED
Assessment of individual objectives continued
Marie Wall (Interim CFO)
Operational
effectiveness
and efficiency
Objectives
•
Define the right target operating model for finance and create organisational
alignment on the plan to get there
•
Enhance finance by building capability and capacity through a shared vision
for the future operating model, including by reviewing options for processes,
systems, and outsourcing, and creating a roadmap that aligns with the
broader business changes
Performance
•
Completion of an external diagnostic to benchmark the current finance
operating model with peers
•
Conducted an assessment of finance processes, technology and service delivery
•
Developed a service delivery roadmap to enhance operational effectiveness
Outcome
(% of max)
100%
Business
change
Objectives
•
Improve the quality of financial control and ensure the business continues to
operate within its risklimits
Performance
•
Benchmarking exercise completed for current control framework and
subsequent review of target maturity level for the framework
•
Prioritisation of actions to improve the quality of Financial Control to form the
basis of the Financial Control improvement plan for FY26
Outcome
(% of max)
80%
Environment
Objectives
•
Providing support and challenge to target owners to support the GLT in
achieving its environmental goals, focusing on sustainable sourcing and
Scope 1 emission reductions
Performance
•
Reduced carbon footprint to 14,013 tCO
2
e compared to a threshold of
14,035.5 tCO
2
e (note the target was amended to correct for previously
estimated reading so that the target was set on a like for like basis with the
performance outcome)
•
93% of upholstery being FSC/PEFC certified (against a threshold of 90%)
•
96% of leather upholstery with LWG (against a threshold of 80%)
Outcome
(% of max)
49%
John Fallon (former CFO)
Operational
effectiveness
and efficiency
Objectives
•
Lead the implementation of a new GNFR PO system across the business from
concept to pilot
Performance
•
Systems and processes live and in trial in the expected time frame
•
Clear roll out plan developed and approved by GLT
Outcome
(% of max)
80%
Business
change
Objectives
•
Develop a plan to strengthen the financial control framework to ensure full
compliance with newly implemented legislation, while optimising the
efficiency and effectiveness of the Finance function
Performance
•
Plan developed and signed off by the Audit and Risk Committee
•
GLT and key finance members engaged and governance processes clearly
established
Outcome
(% of max)
80%
Environment
Objectives
•
Providing support and challenge to target owners to support the GLT in
achieving their environmental goals, focusing on sustainable sourcing and
Scope 1 emission reductions
Performance
•
Reduced carbon footprint to 14,013 tCO
2
e compared to a threshold of
14,035.5 tCO
2
e (note the target was amended to correct for previously
estimated reading so that the target was set on a like for like basis with the
performance outcome)
•
93% of upholstery being FSC/PEFC certified (against a threshold of 90%)
•
96% of leather upholstery with LWG (against a threshold of 80%)
Outcome
(% of max)
49%

Annual Report and Accounts 2025 DFS Furniture plc82
Corporate Governance
DIRECTORS’ REMUNERATION REPORT CONTINUED
LTIP AWARDS VESTING IN RELATION TO PERFORMANCE IN FY25 – AUDITED
The 2022 award was granted on 12 October 2022 and was assessed against the performance targets at
the end of FY25. The 2022 LTIP award was based 50% on EPS and 50% based on TSR (compared to both
the FTSE 250 (excluding Investment Trusts) and FTSE 350 General Retailers). The performance targets for
these measures were not met and therefore this award will lapse.
LTIP award
Performance
conditions
Weighting
(% of award) Detail
Threshold
performance
Max
performance
Actual
performance
Vesting
%
2022 LTIP EPS 50% Reported
underlying EPS
17.7p 28.7p 9.2p 0%
TSR 15% TSR
(FTSE 250 Index)
Index Index +
10% p.a.
Below index 0%
35% TSR (FTSE 350
General Retailers)
Index Index +
10% p.a.
Below index 0%
Total vesting 0%
For threshold performance 20% of awards vest. For maximum performance 100% of awards vest.
Vestingis on a straight-line basis between these points.
The final level of vesting of these awards was 0%. No discretion was exercised in respect of award
vestinglevels.
SCHEME INTERESTS AWARDED IN FY25 (2024 AWARDS) – AUDITED
Details of DSP awards granted during FY25 are set out in the table below. No deferred bonus awards were
granted during FY25.
Director Scheme Type of award
Number of
shares awarded
Value of award at
date of grant (£)
Value of award as
% of salary
CEO – Tim Stacey DSP
1
Nil cost option 283,196 £407,802 80%
Interim CFO – Marie Wall
2
DSP
1
Nil cost option 182,724 £263,123 65%
1. The number of shares granted was based on a share price of £1.44. This was the average of the closing share price
onthe three days prior to the date of grant (12 December 2024). The award will vest after a three year vesting period,
subject to the Committee’s assessment of the underpin conditions laid out below. Shares vesting under the DSP will
besubject to a two year holding period.
2. Given the interim nature of Marie Wall’s role, her conditional share award is subject to an additional condition that
theaward will only vest if the position is made permanent.
PERFORMANCE UNDERPINS FOR FY25 (2024 AWARD) DSP
The performance underpins for the 2024 DSP award are set out below:
1. Performance against the Group’s key strategic priorities being at an appropriate level, including those
related to our sustainability objectives over the vesting period.
2. Whether there is a material weakness in the underlying financial health or sustainability of the
business. Factors such as, but not limited to, revenue, underlying profit, free cash flow and ROCE
wouldbe considered.
3. Whether there has been a materially serious reputational event which could have been reasonably foreseen.
To support the Committee’s assessment of the underpins, an internal dashboard has been developed to
provide a clear framework covering key financial and non-financial measures related to the underpins for
the 2024 DSP award.
MALUS AND CLAWBACK
Malus and clawback provisions apply to all variable incentive schemes, including the annual bonus and DSP.
Malus may apply before the determination of the bonus, before the vesting of any deferred component
under the bonus and before the vesting of any LTIP or DSP award. Clawback may apply up until three years
after the date of any cash bonus payment and up until three years after the date of vesting of the LTIP and
DSP awards which are considered reasonable to support the enforceability of clawback. Malus and clawback
will continue to apply following cessation of employment.
Malus and clawback provisions may apply in the following circumstances: material underperformance;
significant brand or reputational damage; material misstatement of accounts or financial results; gross
misconduct; fraud; events reasonably anticipated to result in corporate failure; misstated or misleading
performance measures; errors in award vesting; failure of risk management; or any other reason
determinedby the relevant Committee.
SAYE AWARDS – AUDITED
No Directors were granted SAYE options during FY25.
DILUTION
The Company monitors the levels of share grants and the impact of these on the ongoing requirement for
shares. In accordance with guidelines set out by the Investment Association (‘IA’) the Company can issue a
maximum of 10% of its issued share capital in a rolling ten year period to employees under all its share plans.
PAYMENT TO PAST DIRECTORS – AUDITED
There were no payments to past Directors.
ARRANGEMENTS FOR THE OUTGOING CFO – AUDITED
John Fallon stepped down from the Board on 22 November 2024. All remuneration arrangements relating
to John’s departure were consistent with the Directors’ Remuneration Policy (‘the Policy’) and the
Company’s incentive plan rules.
John continued to be employed by the Company to assist in an orderly handover to Marie Wall until his
termination date on 16 January 2025 and continued to receive his salary, pension and benefits totalling
£65k for this period. For the remainder of his contractual 12 month notice period, John will receive a
payment in lieu ofnotice in respect of salary, pension and benefits (subject to any potential mitigation) –
forFY25 this totalled £198k.
John received a pro-rated bonus of £233k in respect of the period of time which he was employed (subject
to performance and paid at the normal time). John will continue to hold his unvested DBP awards in respect
of the FY23 bonus – these shares will remain outstanding and vest on the normal vesting date of 20 October
2025. John did not receive a DSP award during FY25 and all outstanding LTIP awards lapsed upon
cessation of employment. John will remain subject to the post-employment shareholding requirement.
Other than the above, no other payments were made for loss of office during the year.

Annual Report and Accounts 2025 DFS Furniture plc 83
Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REMUNERATION REPORT CONTINUED
SINGLE FIGURE REMUNERATION TABLE FOR NON-EXECUTIVE DIRECTORS – AUDITED
The remuneration of Non-Executive Directors showing the breakdown between components, with
comparative figures for the prior year, is shown below. Figures provided have been calculated in accordance
with the Regulations.
Director Year
Fees
£000
Other
£000
Total
£000
Gill Barr 2025 67 — 67
2024 66 — 66
Jo Boydell 2025 67 — 67
2024 66 — 66
Tony Buffin
1
2025 21 — 21
Alison Hutchinson 2025 78 — 78
2024 77 — 77
Steve Johnson 2025 206 — 206
2024 202 — 202
Bruce Marsh
2
2025 53 — 53
Loraine Martins
3
2025 5 — 5
2024 56 — 56
1. Tony Buffin was appointed to the Board on 24 February 2025.
2. Bruce Marsh was appointed to the Board on 1 August 2024.
3. Loraine Martins stepped down from the Board on 31 July 2024.
NON-EXECUTIVE DIRECTOR FEES IN FY26
Non-Executive Directors’ fees, including the Chair fee, were increased by 2% in July 2025 which is in line
with the average base salary increase for the wider workforce. The fee structure and levels applying for
FY25 are set out below:
Chair fee £210,000
Senior Independent Director and Chair of the Responsibility and Sustainability Committee fee £79,020
Chair of Audit and Risk/Remuneration Committee fee £68,300
Basic Non-Executive Director fee £58,300
SHAREHOLDING AND OTHER INTERESTS AT 29 JUNE 2025 – AUDITED
Directors’ share interests and, where applicable, achievement of shareholding requirements are set out below. In order that their interests are aligned with those of shareholders, Executive Directors are expected to build
up and maintain (as relevant) a personal shareholding which for FY25 was equal to 200% of their base salary in the Company over a five year period from appointment.
Shares no longer subject to performance conditions (e.g. deferred bonus awards, LTIP shares within the holding period and DSP awards) will count towards the requirement on a net of tax basis.
Director
Number of
beneficially owned
shares
1
Number of
shares under the
DSP
Number of
shares under
the DSP
% of
salary held
Shareholding
requirement
met
Subject to
performance
conditions
Not subject
to conditions
Vested but
unexercised
Unvested
SAYE awards
Total at
29 June 2025
Tim Stacey 715,984 41,606 283,196 342% Yes 1,593,566 — — — 2,634,352
Marie Wall
2
— — 182,724 76% No — — — — 182,724
John Fallon
3
72,383 19,538 — 38% No — — — — 91,921
Steve Johnson 70,666 — — — — — — — — 70,666
Gill Barr 15,557 — — — — — — — — 15,557
Jo Boydell 21,926 — — — — — — — — 21,926
Tony Buffin
4
— — — — — — — — — —
Alison Hutchinson 69,833 — — — — — — — — 69,833
Loraine Martins
5
16,911 — — — — — — — — 16,911
Bruce Marsh
6
30,000 — — — — — — — — 30,000
Total 1,013,260 61,144 465,920 — — 1,593,566 — — — 3,133,890
1. Beneficial interests include shares held directly or indirectly by connected persons.
2. Marie Wall was appointed to the Board on 20 January 2025.
3. John Fallon stepped down from the Board on 22 November 2024 and the above reflects his holdings at this date.
Alloutstanding LTIP awards lapsed on cessation of employment and are no longer shown above.
4. Tony Buffin was appointed to the Board on 24 February 2025.
5. Loraine Martins stepped down from the Board on 31 July 2024.
6. Bruce Marsh was appointed to the Board on 1 August 2024.
At 18 September 2025 there had been no movement in Directors’ shareholdings and share interests from 29 June 2025.

Annual Report and Accounts 2025 DFS Furniture plc84
Corporate Governance
DIRECTORS’ REMUNERATION REPORT CONTINUED
OUTSTANDING SHARE AWARDS
The following share awards were outstanding as at 29 June 2025 for the Executive Directors:
Director Type of award1 Date of grant
Number of
awards Award vested Awards lapsed
Outstanding
awards
Market price
on date of
grant
2
Normal vesting
date
Tim Stacey 2022 LTIP 12/10/22 733,446 — — 733,446 £1.08 12/10/25
2023 LTIP 16/10/23 860,120 — — 860,120 £1.02 16/10/26
2024 DSP 12/12/24 283,196 — — 283,196 £1.44 12/12/27
2021 DBP 21/10/21 31,911 31,911 — — £2.69 21/10/24
2021 DBP 20/12/21 28,300 28,300 — — £2.69 21/10/24
2023 DBP 20/10/23 41,606 — — 41,606 £1.02 20/10/25
Marie Wall 2024 DSP 12/12/24 182,724 — — 182,724 £1.44 12/12/27
John Fallon 2022 LTIP 14/12/22 348,689 — 348,689 — £1.48 12/10/25
2023 LTIP 16/10/23 546,486 — 546,486 — £1.02 16/10/26
2023 DBP 20/10/23 19,538 — — 19,538 £1.02 20/10/25
1. The underpins for the DSP awards and performance measures applicable to the LTIP awards are detailed in the Annual Report in the year of grant (on page 92 of the 2023 Annual Report and page 70 of the 2024 Annual Report), or subsequently
on the Company’s website if the performance measures are finalised after the Annual Report.
2. The share price for calculation is the average of the closing share price on the three days prior to the grant for any LTIP and DSP awards, and the closing share price on the day prior to the grant for any DBP awards.
3. John Fallon’s outstanding share awards lapsed on cessation of employment.
TOTAL SHAREHOLDER RETURN
The chart illustrates the Group’s Total Shareholder Return performance against the FTSE 250 Index since 2 August 2015 to the end of FY25 (29 June 2025).
This peer group represents the Company’s key market for investment capital.
170
150
130
110
90
70
50
Aug 2015 Jul 2016 Jul 2017 Jul 2018 Jun 2019 Jun 2020 Jun 2021 Jun 2022 Jun 2023 Jun 2024 Jun 2025
DFS Furniture plc
FTSE 250 Index (excluding investment trusts)

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Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REMUNERATION REPORT CONTINUED
CHIEF EXECUTIVE’S REMUNERATION FOR THE LAST TEN YEARS
The table below indicates the total single figure of remuneration for the CEO for the previous ten financial years, along with the annual bonus payout and LTIP vesting level as a percentage of the maximum opportunity.
FY25 FY24 FY23 FY22 FY21 FY20 FY19 FY18 FY17 FY16
CEO Tim Stacey Tim Stacey Tim Stacey Tim Stacey Tim Stacey Tim Stacey Tim Stacey
1
Ian Filby Ian Filby Ian Filby Ian Filby
Single figure (£‘000) 1,165 523 665 496 1,999 568
3
464 374 673 666 804
Annual bonus (% of max) 95.8% 0% 31.1% 0% 100% 0%
2
26.2% 32.2% 36% 37.5% 71.9%
LTIP vesting (% of max) 0% 0% 0% 0% 100% 0% 28.6% 28.6% 0% 0% n/a
1. Tim Stacey became CEO and Executive Director on 1 November 2018.
2. The Committee applied downward discretion to override the formulaic outcome of the FY20 annual bonus to zero.
3. Tim Stacey’s single figure for FY20 includes an award under the DFS Restricted Share Plan which was made to the CEO prior to his appointment as an Executive Director. The award had a value of £97.7k and vested on 16 November 2019.
PERCENTAGE CHANGE IN THE DIRECTORS’ REMUNERATION
The table below compares the percentage increase in Directors’ pay with the wider employee population. DFS Furniture plc has no employees so an alternative comparator group of wider employees has been used.
TheCompany considers the Group’s employees other than those whose remuneration includes piecework or commission, and excluding the Executive Directors, to be an appropriate comparator group.
FY20-21 FY21-22 FY22-23 FY23-24 FY24-25
Annual % change
Base
salary Benefits
Annual
bonus
Base
salary Benefits
Annual
bonus
Base
salary Benefits
Annual
bonus
Base
salary Benefits
Annual
bonus
Base
salary Benefits
Annual
bonus
CEO Tim Stacey 10% -6% 100% 3% -82% -100% 0% 61% 100% 10.3% -9% -100% 2% 510%7 100%
Interim CFO Marie Wall
2
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 100%
Former CFO John Fallon
3
n/a n/a n/a n/a n/a n/a n/a n/a n/a 4.5% n/a -100% 2% 180% 100%
Non-Executive
Directors
Gill Barr n/a n/a n/a n/a n/a n/a 0% n/a n/a 4.5% n/a n/a 2% n/a n/a
Jo Boydell 2% n/a n/a 3% n/a n/a 0% n/a n/a 4.5% n/a n/a 2% n/a n/a
Tony Buffin
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Alison Hutchinson 2% n/a n/a 3% n/a n/a 0% n/a n/a 4.5% n/a n/a 2% n/a n/a
Steve Johnson 2% n/a n/a 3% n/a n/a 0% n/a n/a 4.5% n/a n/a 2% n/a n/a
Bruce Marsh
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Loraine Martins
6
n/a n/a n/a 3% n/a n/a 0% n/a n/a 4.5% n/a n/a n/a n/a n/a
Employee pay 2% n/a n/a 3% n/a -100% 0% n/a 100% 5.0% n/a -66% 2% n/a 248%
In line with the regulations, this analysis is extended up to a five year period. Notes on the percentage change in remuneration for previous years are provided in prior years’ annual reports.
1. An annual bonus was paid to the wider employee population for FY24.
2. Remuneration for Marie Wall relates to the period from the date of her appointment to the Board on 20 January 2025 until 29 June 2025.
3. Remuneration for John Fallon relates to the period 1 July 2024 until he stepped down from the Board after the AGM on 22 November 2024.
4. Tony Buffin was appointed to the Board on 24 February 2025.
5. Bruce Marsh was appointed to the Board on 1 August 2024.
6. Loraine Martins stepped down from the Board on 31 July 2024.
7. Year on year increased is partly due to £34k of back pay for car allowance that was underpaid in previous periods.

Annual Report and Accounts 2025 DFS Furniture plc86
Corporate Governance
DIRECTORS’ REMUNERATION REPORT CONTINUED
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below sets out the overall spend on pay for all employees compared with the returns distributed
to shareholders.
Significant distribution FY25 FY24 % change
Employee remuneration £204.2m £200.0m +2%
Distributions to shareholders
(dividends and share buybacks) — £9.4m -100%
The above figures are taken from notes 4 and 21 to the financial statements.
CEO PAY RATIO
This is the sixth year that we have disclosed the Group’s CEO pay ratio.
The Company has adopted Option B: gender pay gap data, as this approach was considered to remain
appropriate due to data availability and to allow consistency with prior year comparison. The Committee
will continue to determine the most appropriate methodology (Option A, B or C) to be used each year,
byconsidering the robustness of the calculation methodology as well as the availability of data and
operational time constraints.
The relevant employees at each quartile for each year were identified in April (2025 and 2024) using our
gender pay gap data. The pay and benefits data for the relevant 25th, 50th and 75th percentile employees
is taken from the 12-month period ending in June 2024 (financial year FY24) and June 2025 (financial year
FY25). The pay and benefits figure includes:
•
all earnings paid through the payroll, e.g. salary, bonus, and long-term incentives;
•
the value of the employer pension contributions;
•
any other taxable benefits, e.g. private medical, company car etc; and
•
no elements of pay were omitted and there was no departure from the single figure methodology.
Pay and benefits for the relevant employees have been calculated on a full-time equivalent basis and there
was no reliance on estimates.
The lower quartile, median and upper quartile employees were identified from the gender pay gap data
where the hourly pay for employees was ranked. A sample of ten employees’ pay and benefits either side
ofthe initially identified employees was reviewed to ensure that the appropriate representative employees
are selected.
The table below compares the single total figure of remuneration for the CEO with that of employees
whoare paid at the 25th, 50th and 75th percentile of the employee population.
CEO PAY RATIO DATA
Year Method 25th percentile 50th percentile 75th percentile
2025 Option B 35:1 33:1 28:1
2024 Option B 22:1 16:1 12:1
2023 Option B 27:1 18:1 18:1
2022 Option B 20:1 15:1 12:1
2021 Option B 76:1 66:1 61:1
2020 Option B 24:1 20:1 16:1
2025 25th percentile 50th percentile 75th percentile
Salary £25,701 £33,604 £34,931
Total pay and benefits £32,983 £35,114 £42,020
The year-on-year change in pay ratio reflects the incentive outturns for the CEO in 2025 being higher than
the incentive outturns in 2024, when a bonus was not paid.
In line with the Regulations, this analysis will be extended up to ten years in the future. The Committee
considers pay ratios as one of many reference points when considering remuneration. The Committee is
comfortable the median pay ratio is consistent with the pay, reward and progression policies for the wider
workforce, and throughout the Group, pay is positioned to be fair and competitive in the context of the
relevant talent market for each role.
DIRECTORS’ SERVICE CONTRACTS AND LETTERS OF APPOINTMENT
When setting notice periods, the Committee has regard to market practice and corporate governance
bestpractice. The table below summarises the service contracts for our Executive Directors.
Date of contract Notice period
Tim Stacey 24 May 2022 12 months (Executive) or 12 months (Company)
Marie Wall 21 November 2024 6 months (Executive) or 6 months (Company)
All service contracts are available for viewing at the Company’s registered office and at the AGM.
The Non-Executive Directors do not have service contracts but are appointed under letters of appointment
which provide for a review after an initial three year term and are terminable by either the Non-Executive
Director or the Company with three months’ prior written notice. Each Non-Executive Director is subject
toannual re-election at the Company’s AGM.
The table below sets out the dates that each Non-Executive Director seeking election/re-election
atthe2025 AGM was first appointed as a Group Director.
Date of appointment
Alison Hutchinson 1 May 2018
Steve Johnson 6 December 2018
Gill Barr 1 March 2023
Bruce Marsh 1 August 2024
Tony Buffin 24 February 2025

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Strategic Report Corporate Governance Financial Statements Shareholder Information
INTERNAL AND EXTERNAL SUPPORT FOR THE COMMITTEE
The Chairman, the CEO and the Interim CFO attend meetings at the invitation of the committee but are not
present when their own remuneration is being discussed. The Company Secretary acts as Secretary to the
Committee. The Committee is supported by the COO, Group People Operations Director, and Finance and
Company Secretarial functions.
The Committee retained Deloitte LLP as its adviser following its initial appointment in 11 November 2023.
Deloitte LLP is a founding member of the Remuneration Consultants Group and a signatory to the Code of
Conduct for Remuneration Consultants. The Committee is comfortable that Deloitte LLP provides objective
and independent remuneration advice and has no conflicts of interest with the Group that may impair its
independence. The Committee is satisfied that the Deloitte engagement team which provides
remuneration advice to the Committee does not have connections with DFS Furniture plc or its Directors
thatmay impair its independence.
The Committee reviewed the potential for conflicts of interest and judged that there were appropriate
safeguards against such conflicts.
Total fees payable to Deloitte LLP in respect of services to the Committee during the year amounted
to£92,700. Deloitte LLP also provided tax and financial advisory services in the period.
STATEMENT OF VOTING
The table below sets out the outcome of the advisory vote on the resolution for approval of the Annual
report on remuneration at the 2024 AGM and the binding vote on the resolution for approval of the
Directors’ Remuneration Policy at the 2024 AGM:
Resolution
Votes
For %
Votes
Against % Total votes
% of issued
capital voted
Votes
withheld
Annual report
on remuneration
(2024)
209,833,598 99.93% 146,637 0.07% 209,980,235 89.68% 3,021
Remuneration
Policy (2024)
198,349,001 94.46% 11,633,255 5.54% 209,982,256 89.68% 1,000
The Committee are very grateful for the strong support shown by shareholders for the Directors’
Remuneration Policy, which can be found in full within the 2024 Annual Report on our website:
www.dfscorporate.co.uk
Gill Barr
Chair of the Remuneration Committee
25 September 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED

Annual Report and Accounts 2025 DFS Furniture plc88
Corporate Governance
DIRECTORS’ REPORT
The Directors’ Report includes information required
to be disclosed under the Companies Act 2006
(‘the Act’), the UK Corporate Governance Code
(‘theCode’), the Financial Conduct Authority’s
Listing Rules (‘Listing Rules’) and the Disclosure
andTransparency Rules (‘DTRs’).
DFS Furniture PLC (‘the Company’) is the holding
company of the DFS Group of companies (‘the
Group’) and is listed on the London Stock Exchange.
The Company has no overseas subsidiaries but in
accordance with the Companies Act 2006 and the
DTRs discloses that its subsidiary, DFS Trading
Limited operates branches outside of the UK, in
the Republic of Ireland. The Directors present their
Annual Report and audited financial statements
for the 52 weeks ended 29 June 2025, in accordance
with section 415 of the Companies Act 2006.
Both the Strategic report and the Directors’ report
have been drawn up and presented in accordance
with and in reliance upon applicable English
company law, and the liabilities of the Directors
inconnection with those reports shall be subject
to the limitations and restrictions provided
bysuch law. The Directors’ report for the year
ended29 June 2025 comprises this report,
together with other sections of the Annual Report
incorporated by reference. As permitted by legislation ,
some of the matters required to be included in the
Directors’ report have instead been included in the
Strategic report on pages 1 to 53, as the Board
considers them to be of strategic importance.
Specifically, these are:
• future business developments (throughoutthe
Strategic report);
• risk management on pages 28 to 33; and
• information on how the directors have had
regard for the Company’s stakeholders, and
the effect of that regard, on pages 34 and 35.
The Strategic report and this Directors’ report
together with sections of the Corporate Governance
report incorporated by reference, form the
Management report for the purpose of DTR
4.1.8R. This Directors’ report and the Corporate
Governance report together fulfil the requirements
of the corporate governance statement for the
purposes of DTR 7.2.3R. The relevant sections
ofthe Annual Report are:
Disclosure Page
Audit and Risk Committee report 66
Colleague Engagement 38
Corporate governance report 58
Directors’ interests 83
Directors’ remuneration report 73
Executive Share Plans 82
Human rights and Modern Slavery 90
Equity, diversity and inclusion 39
Independent auditors’ report 93
Internal Controls/Risk Management 69
Nomination Committee report 71
Responsible Business 36
Section 172 statement 34
Task Force on Climate Related
Financial Disclosures 47
DIRECTORS
The Directors’ profiles are provided on pages 56
and 57 with details of Directors’ beneficial and
non-beneficial interests in the shares of the
Company provided on page 83 of the Directors’
Remuneration Report.
Director Position
Service in the
year ended
29 June 2025
Steve Johnson Chair Served
throughout
theyear
Tim Stacey Chief Executive
Officer
Served
throughout
theyear
Marie Wall Interim Chief
Financial Officer
Appointed
20January 2025
John Fallon Chief Financial
Officer
Resigned 22
November 2024
Alison
Hutchinson
Senior
Independent
Non-Executive
Director
Served
throughout
theyear
Gill Barr Independent
Non-Executive
Director
Served
throughout
theyear
Jo Boydell Independent
Non-Executive
Director
Served
throughout
theyear
Loraine Martins Independent
Non-Executive
Director
Resigned
31July 2024
Bruce Marsh Independent
Non-Executive
Director
Appointed
1August 2024
Tony Buffin Independent
Non-Executive
Director
Appointed 24
February 2025
BOARD
Directors are appointed or replaced in accordance
with the Company’s Articles of Association
(‘theArticles’), the Act and the Code. The Board is
entitled to appoint new directors to fill a vacancy.
Any Director appointed by the Board must stand
forelection at the following Annual General
Meeting, in compliance with the Code. All Directors
submit themselves for re-election on an annual basis .
The Directors proposed by the Board for election or
re-election are unanimously recommended for their
skills and experience, and the contribution they
bring to Board deliberations. During the year, no
Director had any material interest in any contract of
significance to the Group’s business. Following
recommendations from the Nomination Committee,
the Board considers that all Directors continue to be
effective, committed to their roles and able to devote
sufficient time to discharge their responsibilities.
The Directors’ service contracts and the letters
ofappointment are available for inspection by
shareholders at the Company’s registered office
and will be available for inspection at the
Company’s AGM.
The Executive Directors serve under rolling contracts,
details of which are set out on page 86 of the Directors’
Remuneration Report. The Non-Executive Directors
are appointed under letters of appointment, for an
initial three year term which may be extended by
mutual agreement and are terminable by either the
Non-Executive Director or the Company with three
months’ prior written notice or six months’ notice
from either party in the case of the Chair. In carrying
out their duties the Directors give due consideration
to the Group’s employees, suppliers and customers.
Further details on how the Directors engage with
stakeholders can be found on pages 34 and 35.
For further information on how the Board operates,
the schedule of matters reserved for the Board is
available at www.dfs.corporate.co.uk.

Annual Report and Accounts 2025 DFS Furniture plc 89
Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REPORT CONTINUED
BOARD CONTINUED
The table below sets out the date that each
Non-Executive Director seeking election/re-election
at the 2025 AGM was appointed to the Board.
Non-Executive Director Date of appointment
Alison Hutchinson 1 May 2018
Steve Johnson 6 December 2018
Gill Barr 1 March 2023
Bruce Marsh 1 August 2024
Tony Buffin 24 February 2025
Details of any shares held by a Director in the
Company, including those of any connected persons,
are detailed in the Directors’ Remuneration Report
on page 83. The Board exercises all the powers of
the Company subject to the Articles, the Act and
shareholder resolutions.
DIRECTORS’ RESPONSIBILITIES
The directors’ responsibilities for the financial
statements contained within this Annual Report
and Accounts and the directors’ confirmations as
required under DTR 4.1.12 are set out on page 92.
DIRECTORS’ INDEMNITIES
ANDINSURANCE
The Company has made qualifying third-party
indemnity provisions (as defined in the Act) for
thebenefit of its Directors during the year; these
provisions remain in force at the date of this
Directors’ report. In accordance with the Articles,
and to the extent permitted by law, the Company
may indemnify its Directors out of its own funds to
cover liabilities incurred as a result of their office.
The Group holds Directors’ and Officers’ liability
insurance cover for any claim brought against
Directors or Officers for alleged wrongful acts in
connection with their positions, to the point where
any culpability for wrongdoing is established.
Theinsurance provided does not extend to
claimsarising from fraud or dishonesty.
ANNUAL GENERAL MEETING (‘AGM’)
The Company’s next AGM will take place on
14November 2025 at the DFS Group Support
Centre, 1 Rockingham Way, Redhouse Interchange,
Adwick-le-Street, Doncaster, DN6 7NA at 2.30pm.
The Annual Report and Accounts and Notice of the
AGM, including the resolutions to be proposed, will
be sent to shareholders at least 21 clear days prior
to the date of the meeting. Shareholders are invited
to submit questions prior to the meeting by emailing
the Company Secretary, Liz McDonald
liz.mcdonald@dfs.co.uk.
SHAREHOLDER AND VOTING RIGHTS
All members who hold ordinary shares are entitled
to attend and vote at the AGM. Voting on all
resolutions at the 2025 AGM will be by way of a
poll. On a poll, every member present in person or
by proxy has one vote for every ordinary share held
or represented. The Notice of Meeting specifies the
deadlines for exercising voting rights. To encourage
shareholders to participate in the AGM process, the
Company offers electronic proxy voting through the
CREST service and all resolutions will be proposed
and voted on at the meeting on an individual basis
by shareholders or their proxies. The Company is
not aware of any agreements between shareholders
that may result in restrictions on the transfer of
securities and voting rights. There are no restrictions
on the transfer of ordinary shares in the Company
other than certain restrictions imposed by laws
andregulations (such as insider trading laws and
market requirements relating to closed periods)
and requirements of internal rules and procedures
whereby Directors and certain employees of the
Company require prior approval to deal in the
Company’s securities. The Company’s Articles
mayonly be amended by a special resolution
ataGeneral Meeting.
DIVIDENDS
The Board has not proposed a final dividend for the
year ended 29 June 2025. Details of the final and
interim dividends for the year are included in the
below table.
0.0p interim dividend (FY24: 1.1p per share)
0.0p proposed final
dividend (FY24: 0.0p per share)
Total dividend of 0.0p
per share for FY25 (FY24: 1.1p per share)
SUBSTANTIAL SHAREHOLDERS
As at 18 September 2025, the Company has been
notified of the following holdings of voting rights
inits shares under DTR Rule 5. The information
provided below was correct at the date of notification.
These holdings are likely to have changed since the
Company was notified, however notification of any
change is not required until the next notifiable
threshold is crossed. Percentages are shown as
notified, calculated with reference tothe Company’s
disclosed share capital as at thedate of the notification.
Investor
Number of
ordinary
shares
%
voting
rights
Date of
notification
J O Hambro
Capital
Management
Limited
23,350,644 9.97 13 May
2025
FIL Limited 23,422,425 10.00 4 Apr
2025
Adriana S.A 21,960,922 9.02 15 Sep
2022
The Wellcome
Trust Limited
7,215,675 3.08 7 Feb
2025
Aviva plc 11,126,031 4.75 7 Jan
2025
Janus Henderson
Group plc
11,508,529 4.92 26 Nov
2024
Directors’ interests in the Company’s shares
andthe movements thereof are detailed in the
Directors’ Remuneration Report on page 83.
TAKEOVER DIRECTIVE INFORMATION
Following the implementation of the European
Directive on Takeover Bids by certain provisions of
the Companies Act 2006, the Company is required
to disclose certain additional information in the
Directors’ report. This information is set out below.
Capital structure
The Company has only one class of shares, being
ordinary shares of £0.10 each. The shares of the
Company have been traded on the Main Market
ofthe London Stock Exchange throughout the
52weeks ended 29 June 2025. The Company has
an issued share capital of 236,000,000 ordinary
shares of £0.10 each (2024: 236,000,000). The
voting rights of the Company’s shares are identical,
with each share carrying the right to one vote.
Holders of ordinary shares of the Company are
entitled to participate in authorised dividends
andto receive notice and to attend and speak at
generalmeetings. On 29 June 2025, the Company
held 1,855,580 ordinary shares in treasury
(2024:1,855,580). As at 18 September 2025
theCompany held 1,855,580 shares in treasury
and therefore the total number of ordinary shares
with voting rights in the Company is 234,144,420.
Under the Company’s Share Dealing Code, senior
executives may be restricted as to when they can
trade in the Company’s shares. The Directors are
not aware of any agreements between holders of
the Company’s shares that may result in the restriction
of the transfer of securities or on voting rights. No
shareholder holds securities carrying any special
rights or control over the Company’s share capital.
Details of employee share schemes are provided
innote 25 to the Group financial statements.
As at 29 June 2025, the Employee Benefit Trust
held 3,060,209 shares (2024: 3,456,074).

Annual Report and Accounts 2025 DFS Furniture plc90
Corporate Governance
DIRECTORS’ REPORT CONTINUED
AUTHORITY TO PURCHASE OWN SHARES
At the AGM on 22 November 2024, the Company
was authorised to purchase a maximum of 10%
ofthe Company’s issued share capital. This
authority will expire at the close of the next AGM
on 12 November 2025 unless revoked, varied, or
renewed prior to that meeting. The Company will
seek the usual renewal of this authority to purchase
its own shares at the AGM in November 2025.
AUTHORITY TO ALLOT SHARES
At the AGM on 22 November 2024, the Company
was granted a general authority by its shareholders
to allot shares up to an aggregate nominal amount
of £7,804,814 (or up to £15,609,628 in connection
with an offer by way of a rights issue). The Company
did not allot any further shares during the year
(2024: nil). The Company will seek the usual
renewal of this authority at the AGM 2025.
CHANGE OF CONTROL
The Company is not a party to any significant
agreements which take effect, alter, or terminate,
solely upon the event of a change of control in the
Company following a takeover bid. However, in the
event of a change of control of the Company, the
Company is obliged to give written notice to its
lenders. Each individual lender then has the right
togive written notice to the Company to demand
early repayment of its outstanding loans to that
lender and to cancel that lender’s commitments
infull.
Each of the Company’s share incentive scheme
rules contain provisions that may cause options and
awards granted under these schemes to vest and
become exercisable in the event of a change of control.
There are no agreements between the Company
and its Directors or employees providing for additional
compensation for loss of office or employment
(whether through resignation, redundancy or
otherwise) that occurs because ofatakeover bid.
SIGNIFICANT AGREEMENTS
The Company does not have any contractual or
other relationships with any single party which are
essential to the business of the Group and, therefore,
no such relationships have been disclosed.
COLLEAGUE INFORMATION
We remain committed to colleague involvement
and engagement throughout the Group. Information
on our approach to our colleagues is provided
throughout this Annual Report and specifically on
pages 10, 34 and 38.
Our culture is built around a clear concept of
‘Everyone Welcome’. It is embedded in our
Groupvalues that all colleagues must be able to
bethemselves at work, whatever their background,
preferences or views. The Group has a communication
programme in place to provide colleagues with
information on matters of concern to them. This
includes regular updates from the Group Leadership
Team via regular updates on our intranet ‘The Hub’,
the ‘Brew with the GLT’ held in person and by
video to update all our colleagues, and our In the
Loop sessions for our retail colleagues. Feedback
tothe Board on the views of colleagues is achieved
through regular visits to our showrooms, distribution
centres and factories, where the Non-Executive
Directors meet colleagues from across the Group.
The Group Voice Forum in place in the UK and
Republic ofIreland provides a forum for the Designated
Non-Executive Director to meet with employee
representatives to discuss the issues close to their
hearts. The Voice forum forms the basis of the
colleague listening network and enables colleague
feedback to be received effectively and consistently
across the Group.
Details of colleagues’ involvement in the Group’s
share plans are disclosed in the Remuneration
Report on pages 73 to 87.
In the event that colleagues need adjustments to
be made to support their employment then every
effort will be made to accommodate them. The
Group is committed to providing equal opportunities
in recruitment, training, development and promotion.
We encourage applications from individuals with
all forms of disabilities. Every endeavour is made to
find suitable alternative employment and to retrain
and support the career development of any employee
who becomes disabled whilst serving the Group.
Our Disability Inclusion Network is strongly
supported and is sponsored by the Group General
Counsel and Company Secretary. This year we
entered into a partnership with Sunflower Hidden
Disabilities, the campaign to support people with
hidden disabilities.
ETHICAL SUPPLY CHAIN
Our culture and values are firmly rooted in doing
what is right. We set clear expectations for behaviour
that all our colleagues and suppliers are required to
follow. We are committed to upholding human
rights across our business and supply chain, with
zero tolerance for any form of modern slavery. For
further details, please refer toour Modern Slavery
and Human Trafficking Statement and our Human
Rights Policy which are available on our corporate
website: www.dfscorporate.co.uk.
To support our colleagues in maintaining ethical
standards and reporting concerns, we have
implemented a clear whistleblowing policy
andaconfidential reporting hotline. As part of
ourcommitment to managing the risk of modern
slavery, all leaders and senior team members are
required to complete mandatory training on identifying
various forms of modern slavery and the appropriate
reporting procedures.
We also hold our value chain partners to the
highest ethical standards. We are committed
toongoing assessments of modern slavery risks
within our supply chain and will continue to take
proactive steps to address these issues.
All manufacturing partners within the Group are
required to sign a Supplier Code of Practice, which
outlines the framework for an annual on-site audit.
This audit incorporates ethical criteria and due
diligence measures to prevent modern slavery
andforced labour.
During the year, 100% of the Group’s suppliers of
goods for resale underwent at least one on-site audit,
with no instances of unethical practices identified.
Additionally, we mandate that every supplier obtains
SMETA certification, which evaluates labour standards ,
health and safety, environmental performance,
andethics at the supplier site.
INFORMATION ON
GREENHOUSEGASEMISSIONS
The information on greenhouse gas emissions that
the Company is required to disclose is set out in the
Responsible business report on pages 36 to 52.
Thisinformation is incorporated into this Directors’
report by reference and is deemed to form part
ofthis Directors’ report.
RESEARCH AND DEVELOPMENT
Research and innovation remain key to our
productoffering, enabling the development of
better products for our customer base. Further
details areprovided in the Chair’s statement on
page 7.

Annual Report and Accounts 2025 DFS Furniture plc 91
Strategic Report Corporate Governance Financial Statements Shareholder Information
DIRECTORS’ REPORT CONTINUED
DONATIONS
The Group does not make donations to political
organisations or independent election candidates.
PUBLIC POLICY
We do not take part in any direct lobbying or public
policy activity.
TREASURY AND RISK MANAGEMENT
The Company’s approach to treasury and financial
risk management, including its use of hedging
instruments, is explained in the Risks and
uncertainties section on page 29 and note 24
tothefinancial statements.
INDEPENDENT AUDITORS
In accordance with section 489 of the Companies
Act 2006 (‘the Act’), the Audit and Risk Committee
has recommended that a resolution is to reappoint
of KPMG LLP as auditor of the Group will be proposed
to the shareholders at the AGM. The Directors who
held office at the date of this report confirm that,
so far as they are each aware, there is no relevant
audit information of which the Company’s auditor
is unaware, and each such Director has taken the
reasonable steps that they ought to have taken
as a director to make themselves aware of any
relevant audit information and to establish that
the Company’s auditor is aware of the information.
This confirmation is given and should be interpreted
in accordance with the provisions of section 418
of the Act.
INFORMATION TO BE DISCLOSED UNDER
UK LISTING RULE (‘UKLR’) 6.6.1R
Listing rule Detail Reference
UKLR 6.6.1R
(1), (2),
(4-10),(13)
Not applicable Not applicable
UKLR 6.6.1R
(3)
Long-term
incentive
schemes
Pages 73 to 87
UKLR 6.6.1R
(11), (12)
Waiver of
dividends
Note 22
SUBSEQUENT EVENTS
Between 29 June 2025 and the date of this report
there have been no reportable events.
DISCLAIMER
This Directors’ report, Strategic report and the
financial statements contain certain forward-looking
statements with respect to the financial condition,
results, operations, and business of DFS Furniture
plc. These statements and forecasts involve risk
and uncertainty because they relate to events and
depend upon circumstances that will occur in the
future. There are a number of factors that could
cause actual results or developments to differ
materially from those expressed or implied by
these forward-looking statements and forecasts.
Nothing in this Directors’ report or the Strategic
report or in the financial statements should be
construed as a profit forecast. This document also
contains non-financial information and data. While
reasonable steps have been taken to ensure that
this is correct, it has not been externally audited or
verified unless specifically stated in this document.
GOING CONCERN
In adopting the going concern basis for preparing
the financial statements, the Directors have
considered the business activities as set out on
pages 1 to 53, the financial position of the Group,
its cash flows, liquidity position and borrowing
facilities as set out in the Financial review on pages
20 to 25, the Group’s financial risk management
objectives and exposures to liquidity and financial
risks as set out in note 24 to the financial
statements, as well as the Group’s risks and
uncertainties as set out on pages 28 to 33.
Based on the Group’s cash flow forecasts, the Board
expects the Group to have adequate resources to
continue in operation, meet its liabilities as they fall
due, retain sufficient available cash and not breach
the covenants applicable to its borrowing facilities
for the foreseeable future, being a period of at least
12 months from the approval of the financial
statements. The Board therefore considers it
appropriate for the Group to adopt the going
concern basis in preparing its financial statements.
At 18 September 2025, the last practicable date
prior to approval of the annual report, £125.0m of
the revolving credit facility remained undrawn, in
addition tocashin hand, at bank of £6.4m.
LONG-TERM VIABILITY STATEMENT
The Directors have assessed the prospects of the
Company over a three year period to June 2028.
This has taken into account the business model,
strategic aims, risk appetite, and principal risks and
uncertainties, along with the Company’s current
financial position. Based on this assessment, the
Directors have a reasonable expectation that the
Company will be able to continue in operation
andmeet its liabilities as they fall due over the
three year period under review. See our approach
to assessing long-term viability on page 53.
The Directors’ report was approved by the Board
ofDirectors on 25 September 2025 and signed
onits behalf by:
Elizabeth McDonald
Group General Counsel and Company Secretary
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc92
Corporate Governance
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT
OFTHE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report
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 in accordance with UK accounting
standards and applicable law, including FRS 101
Reduced Disclosure Framework.
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 and reliable and, in respect
of the parent Company financial statements
only, 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
parent Company 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.
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/Directors’ 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.
Tim Stacey
Chief Executive Officer
Marie Wall
Interim Chief Financial Officer
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc 93
Strategic Report Corporate Governance Financial Statements Shareholder Information
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF DFS FURNITURE PLC
1. OUR OPINION IS UNMODIFIED
We have audited the financial statements of DFS Furniture plc (“the Company” and “the Group“) for the
period ended 29 June 2025 which comprise the Consolidated Income Statement, Consolidated Statement
of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity,
Consolidated Cash Flow Statement, the Company Balance Sheet, Company Statement of Changes in
Equity, and the related notes, including the accounting policies in note 1 to both the Group and parent
Company financial statements.
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the parent
Company’s affairs as at 29 June 2025 and of the Group’s profit for the period then ended;
•
the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
•
the parent Company financial statements have been properly prepared in accordance with UK
accounting standards, including FRS 101 Reduced Disclosure Framework; and
•
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
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 and risk committee.
We were first appointed as auditor by the directors on 27 April 2010. The period of total uninterrupted
engagement is for the 11 financial years ended 29 June 2025 as a public interest entity and 15 financial
periods in total. 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
£2.5m (2024: £2.5m)
0.24% (2024: 0.25%) of Group revenue
Key audit matters vs 2024
Recurring risks Impairment of Goodwill – DFS Cash Generating Unit
(‘CGU’)
Recoverability of parent company’s investment in
subsidiaries and receivables from other group companies
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
Impairment
ofGoodwill –
DFS CGU
(£479.9 million;
2024: £479.9 million)
Refer to page
68 (Audit and
Risk Committee
Report), page
110 (accounting
policy) and page
118 (financial
disclosures).
Forecast-based assessment
There is a risk, due to the nature of
cash flow forecasts, that the business
may not meet expected growth
projections in order to support the
carrying value of goodwill in the DFS
Cash Generating Unit (‘CGU’).
In the prior year, the Sofology CGU was
also included within the KAM, however
due to the increased performance
and levels of headroom seen in this
CGU, the impairment o f goodwill for
Sofology is no longer classified as
aKAM.
This risk of goodwill impairment is
significant in the DFS CGU in light of
the current economic climate, volatility
in the financial performance of the
Group and volatility in the accuracy
against budget.
Management considered the
recoverability of the goodwill balance
through a value in use calculation
that had underlying assumptions of
varying sensitivities. The estimated
recoverable amount is subjective due
to the inherent uncertainty involved
in forecasting and discounting future
cash flows.
We performed the tests below 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 procedures included:
•
Historical comparisons: We compared the previous
forecasts for the CGU against actual outcomes to
assess the historical reliability of the Group’s forecasting.
•
Benchmarking assumptions: We compared the
CGU’s trading forecasts against current trading
performance, externally derived anticipated growth in
the furniture retail sector and applied our knowledge
of the Group and retail sector, investigating any
significant deviations in order to challenge assumptions
included in the forecasts and assess any indicators of
management bias.
•
Sensitivity analysis: We performed sensitivity
analysis over revenue, profit margins, terminal growth
rate and the discount rate in order to determine their
impact on the value in use calculations.

Annual Report and Accounts 2025 DFS Furniture plc94
Corporate Governance
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC
The risk Our response
Impairment of
Goodwill – DFS
CGU continued
The effect of these matters is that,
as part of our risk assessment, we
determined that the value in use 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 and possibly many times that
amount. In conducting our final audit
work, we concluded that reasonably
possible changes to the value in use
would not be expected to result in
materialimpairment.
•
Our sector experience: We assessed and challenged
the discount rate by obtaining the inputs used in the
discount rate calculations, independently
benchmarking against our own expectations and
comparing the overall rate to an expected range
based on our own benchmarks. We combined insights
from external sources and finalised FY25 audits
tochallenge assumptions and downside scenarios.
We assessed possible indicators of impairment for the
CGU compared with our industry knowledge and
understanding of the Group.
•
Assessing transparency: We considered the
adequacy of the Group’s disclosures around the
carrying value of goodwill and the impairment analysis.
Our results
We found the Group’s conclusion that there is no impairment
of goodwill in respect of the DFS CGU to be acceptable
(2024 result: acceptable).
2. KEY AUDIT MATTERS: OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
CONTINUED
The risk Our response
Recoverability
of parent
company’s
investment in
subsidiaries
and amounts
due from other
group companies
Parent Company’s
investment in
subsidiaries:
£260.5million;
(2024: £257.7 million)
Amounts due from
group companies’
receivables:
£275.0million;
(2024: £275.0 million)
Refer to page
68 (Audit and
Risk Committee
Report), page
129 (accounting
policy) and page
130 (financial
disclosures).
Low risk, high value:
The carrying amount of the
parent Company’s investments in
subsidiaries and amounts due from
group companies represents 49%
(2024: 48%) and 51% (2024: 52%)
of the Parent Company’s total assets
respectively.
Their recoverability is not at a high risk
of material misstatement or subject to
significant judgement. However, due
to their materiality in the context of the
Parent Company financial statements,
this is considered to be the area that
had the greatest effect on our overall
Parent Company audit.
We performed the tests below rather than seeking
to rely on any of the Company’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 procedures included:
Recoverability of Parent Company Investments:
•
Tests of detail: We assessed the company’s
evaluation ofthe recoverability of investments,
including their calculation of the enterprise value of
trading entities through challenge of key assumptions
in line with the procedures noted on pages 93 and 94
and sensitivity analysis.
•
We compared the carrying amount of 100% of
investments with the relevant subsidiaries’ draft
balance sheet to identify whether their net assets,
being an approximation of their minimum recoverable
amount, were in excess of their carrying amount and
assessed whether those subsidiaries have historically
been profit-making.
•
We compared the debt adjusted market capitalisation
to the investment to assess impairment indicators.
Recoverability of amounts due from other
group companies:
•
Assessing subsidiary audits: Considering the results
of our work on all scoped in subsidiaries’ profits and
net assets, we assessed the liquidity of the assets
and therefore the ability of the subsidiary to fund the
repayment of the amount receivable from other
groupcompanies.
•
Tests of detail: We obtained and corroborated the
updated intercompany balances schedule against trial
balances and evaluated the Expected Credit Losses
(‘ECL’) on intercompany receivables under IFRS 9.
Our results
We found the Company’s conclusion that there is no
impairment of the investments in subsidiaries and the
amounts receivable from group companies balance to be
acceptable (2024:acceptable)

Annual Report and Accounts 2025 DFS Furniture plc 95
Strategic Report Corporate Governance Financial Statements Shareholder Information
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC
2. KEY AUDIT MATTERS: OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
CONTINUED
Changes to key audit matters
Going concern
We continue to perform audit procedures over going concern, however, going concern is no longer classified
as a KAM due to the improved trading performance observed during the period and the achievement of
budget. The improved performance compared to the prior period, alongside the achievement of the FY25
budget, has enhanced the Group’s liquidity position and provided increased headroom against the financial
covenants associated with its banking facilities. We have therefore assessed that the likelihood of material
misstatement is reduced from the level previously communicated.
3. OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our application of materiality
Materiality for the Group financial statements as a whole was set at £2.5m (2024: £2.5m), determined
withreference to a benchmark of Group revenue, of which it represents 0.24% (2024: 0.25%).
Materiality for the parent Company financial statements as a whole was set at £1.6m (2024: £1.6m), determined
with reference to a benchmark of parent Company total assets, of which it represents 0.3% (2024: 0.3%).
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 for the group was set at 65% (2024: 65%) of materiality for the financial statements
as a whole, which equates to £1.62m (2024: £1.62m) for the Group. Similarly, performance materiality for
the parent company was set at 65% (2024: 75%) of materiality for the financial statements as a whole,
which equates to £1.0m (2024: £1.2m). We applied this percentage in our determination of performance
materiality for both group and parent company based on the level of identified misstatements and control
deficiencies during the prior period.
We agreed to report to the Audit and Risk Committee any corrected or uncorrected identified misstatements
exceeding £0.125m (2024: £0.125m), in addition to other identified misstatements that warranted
reporting on qualitative grounds.
Overview of the scope of our audit
This period, 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 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 seven components, having considered our evaluation of the Group’s operational
structure the Group’s legal structure; the existence of common information systems; segmental reporting
of the group and our ability to perform audit procedures centrally.
Normalised Group
profit before tax
Group materiality
£2.5m
(2024: £2.5m)
Group materiality
Normalised PBT
£28.8m
(2024: £9.1m)
£2.5m
Whole financial statements materiality
(2024:£2.5m)
£1.62m
Whole financial statements performance
materiality (2024:£1.62m)
£2m
Range of materiality at 4 components
(£1m–£2m) (2024: £1m to £2m)
£0.125m
Misstatements reported to the audit and risk
committee (2024: £0.125m)

Annual Report and Accounts 2025 DFS Furniture plc96
Corporate Governance
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC
Group revenue
Group total assets Group profit before tax
Quantitatively significant for group audit purposes 2025
100%
99% 99%
3. OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT
CONTINUED
Overview of the scope of our audit continued
Of those, we identified 4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 4 components, all procedures were completed by the
group audit team, no component auditors were engaged. We also performed the audit of the parent Company.
We set the component materialities, ranging from £1m to £2m (2024: £1m to £2m) , having regard to
themix of size and risk profile of the Group across the components.
Our audit procedures covered 100% of Group revenue. We performed audit procedures in relation
tocomponents that accounted for 99% of Group profit before tax and 99% of Group total assets.
For the remaining components for which we performed no audit procedures, no component represented
more than 0.2% of Group profit before tax or 0.5% of 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
As noted within the strategic report on page 33, the Group’s control environment is undergoing a programme
of transformation with business change projects impacting key areas, including IT. We, assisted by our IT
auditors, obtained an understanding of the general IT environment related to the main finance IT system,
the inventory systems used by all in-scope components in the group, and the revenue IT systems used by
DFS Trading and Sofology components, which were noted to be the main IT systems relevant to our audit.
We assessed the current design of controls intended to address the risk of management override of
controls; and, as a result of this assessment, we were unable to place reliance on controls in this area.
Accordingly, we conducted incremental risk assessment over journal entries which led to increased
substantive work in our approach to journal testing.
Considering the developing nature of the overall control environment and transformation project,
weconcluded that a predominantly substantive audit approach was appropriate in all areas of the audit
forthe period ending 29 June 2025.
We adopted a data-oriented approach to auditing revenue for the DFS Trading component by performing
data and analytics routines. Given that we did not plan to rely on IT controls in our audit, a direct testing
approach was used over the completeness and reliability of data used in these routines and in respect of
system data used in our substantive testing on other transactional areas including journals. In our audit
ofrevenue for the other in-scope components and other areas of the audit, we planned and performed
additional substantive testing rather than relying on controls.
Our audit procedures covered the following percentage of Group revenue:
We performed audit procedures in relation to components that accounted for the following percentages of
Group profit before tax and Group total assets:

Annual Report and Accounts 2025 DFS Furniture plc 97
Strategic Report Corporate Governance Financial Statements Shareholder Information
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC
4. 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’s
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 risks that we
considered most likely to adversely affect the Group’s and Company’s available financial resources
and/or metrics relevant to debt covenants over this period were:
•
Challenging retail trading conditions driven by rising inflation and cost of living, resulting in increased
operational costs and reduced customer demand and disposable income;
•
Risk of breach of financial covenants arising from recently renegotiated financing facilities maturing
innext 2-5 years.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going
concern period by assessing the directors’ sensitivities over the level of available financial resources and
covenant thresholds indicated by the Group’s financial forecasts taking account of severe, but plausible
adverse effects that could arise from these risks individually and collectively.
Our procedures also included:
•
Assessing the level and expiry of committed financing, covenant compliance during the forecast and
historical periods and recalculation of covenants through inspection of financing documentation,
including lender communications.
•
Critically assessing key assumptions underpinning the cash flow forecasts (order bookings, gross
margin, other costs and capital expenditure) by benchmarking against third-party evidence. We
evaluated the sensitivity of financial resources to adverse scenarios and assessed the plausibility of
downside cases and break points. We also assessed historical forecasting accuracy by comparing prior
period cash flow forecasts to actual results.
•
Finally, we considered the achievability of mitigating actions proposed by the directors and their
historical track record in implementing such measures.
We considered whether the going concern disclosure in note 1 to the financial statements gives a full and
accurate description of the directors’ assessment of going concern, including the identified risks, dependencies,
and related sensitivities.
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;
•
we have nothing material to add or draw attention to in relation to the directors’ statement in note 1
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 Group and Company’s use of that basis for
thegoing concern period, and we found the going concern disclosure in note 1 to be acceptable; and
•
the related statement under the UK Listing Rules set out on page 91 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.
5. 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, the audit and risk committee, internal audit, general counsel and company
secretary as to the Group’s high-level policies and procedures to prevent and detect fraud, including
theinternal audit function, and the Group’s channel for ‘whistleblowing’, as well as whether they
haveknowledge of any actual, suspected or alleged fraud.
•
Reading minutes from Board meetings and its sub-committees, including the Remuneration
andNominations Committees.
•
Considering the Long Term Incentive Plan, Deferred Bonus Scheme, Restricted Share Plan and
SaveAsYou Earn remuneration incentive schemes and performance targets for management.
•
Using analytical procedures to identify any unusual or unexpected relationships.
•
Consulting with our own forensic professionals regarding the identified fraud risks and the design
oftheaudit procedures planned in response to these. This involved having discussion with the forensic
professionals and the engagement partner, engagement quality control reviewer and the audit team.

Annual Report and Accounts 2025 DFS Furniture plc98
Corporate Governance
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC
5. FRAUD AND BREACHES OF LAWS AND REGULATIONS – ABILITY TO DETECT
CONTINUED
Identifying and responding to risks of material misstatement due to fraud
continued
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 and
our overall knowledge of the control environment, we perform procedures to address the risk of management
override of controls, in particular the risk that Group and component management may be in a position to
make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such
asimpairment and provisions assumptions. On this audit we do not believe there is a fraud risk related to
revenue recognition because there is little opportunity to fraudulently misstate revenue based on the high
volume of low value transactions. Furthermore, there is not sufficient incentive or motivation to create
afraud risk in relation to cash sales as the level of cash paid at stores is immaterial.
We did not identify any additional fraud risks.
In determining the audit procedures we took into account the results of our evaluation and testing
oftheoperating effectiveness of some of the Group-wide fraud risk management controls.
We also performed procedures including:
•
Identifying journal entries to test for selected components based on risk criteria and comparing the
identified entries to supporting documentation. These included unexpected combinations in journal
postings to revenue, cash and borrowings; journal entries posted by users with less than five postings in
the period; postings made by or referencing specific employees; and postings to seldom used accounts.
•
Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Identifying and responding to risks of material misstatement due to
non-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 others 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: health and safety, data protection laws, anti-bribery, employment law, regulatory capital and
liquidity, New Packaging Legislation, the Digital Marketing Act and certain aspects of company legislation
recognising the financial and regulated nature of the Group’s activities and its legal form. 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.
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.

Annual Report and Accounts 2025 DFS Furniture plc 99
Strategic Report Corporate Governance Financial Statements Shareholder Information
6. 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 period 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.
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 Viability Reporting on page 53 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 Risk 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 Viability Reporting of 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 Viability Reporting, set out on page 53 under the UK 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 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 and Risk Committee, including the
significant issues that the audit and risk 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 UK Listing Rules
forour review. We have nothing to report in this respect.
7. 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.
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC

Annual Report and Accounts 2025 DFS Furniture plc100
Corporate Governance
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF DFS FURNITURE PLC
8. RESPECTIVE RESPONSIBILITIES
Directors’ responsibilities
As explained more fully in their statement set out on page 92, 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 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.
9. 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.
Gill Hopwood-Bell (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter’s Square
Manchester
M2 3AE
25 September 2025

Annual Report and Accounts 2025 DFS Furniture plc 101
Strategic Report Corporate Governance Shareholder InformationFinancial Statements
FINANCIAL
STATEMENTS
In this section
102 Consolidated income statement
103 Consolidated statement of
comprehensiveincome
104 Consolidated balance sheet
105 Consolidated statement of changes in equity
106 Consolidatedcashflowstatement
107 Notestotheconsolidatedfinancialstatements
127 Company balance sheet
128 Company statement of changes in equity
129 NotestotheCompanyfinancialstatements
Thefollowingsectionpresents
the Group’s consolidated
financial statements for the
year ended 29 June 2025.
These statements have been
preparedinaccordancewith
applicable accounting
standards and provide a
detailedviewofDFSFurniture
plc’s financial performance,
position,andcashflowsover
the reporting period.

Annual Report and Accounts 2025 DFS Furniture plc102
Financial Statements
CONSOLIDATED INCOME STATEMENT
FOR52WEEKSENDED29JUNE2025(53WEEKSENDED30JUNE2024)
Gross sales
1
1, 2
1,388.3
—
1,388.3
1,311.8
—
1,311.8
Revenue
2
1,030.3
—
1,030.3
987.1
—
987.1
Cost of sales
(448.6)
—
(448.6)
(436.3)
—
(436.3)
Gross profit
581.7
—
581.7
550.8
—
550.8
Sellinganddistributioncosts
(353.2)
—
(353.2)
(342.9)
—
(342.9)
Administrative expenses
(71.3)
(0.6)
(71.9)
(65.9)
(8.9)
(74.8)
Operating profit/(loss) before depreciation, amortisation and impairment
3
157.2
(0.6)
156.6
142.0
(8.9)
133.1
Depreciation
(75.9)
4.7
(71.2)
(77.8)
—
(77.8)
Amortisation
(13.0)
—
(13.0)
(13.7)
—
(13.7)
Impairment
(1.3)
—
(1.3)
(0.3)
—
(0.3)
Operating profit/(loss)
2, 3
67.0
4.1
71.1
50.2
(8.9)
41.3
Financeincome
5
0.4
—
0.4
0.4
—
0.4
Financeexpenses
5
(38.6)
—
(38.6)
(41.5)
(1.9)
(43.4)
Profit/(loss) before tax
28.8
4.1
32.9
9.1
(10.8)
(1.7)
Taxation
6
(7.7)
(1.0)
(8.7)
(5.7)
2.7
(3.0)
Profit/(loss) for the period from continuing operations
21.1
3.1
24.2
3.4
(8.1)
(4.7)
Profit/(loss)fortheperiodfromdiscontinuedoperations
29
—
—
—
—
0.3
0.3
Profit/(loss) for the period
21.1
3.1
24.2
3.4
(7.8)
(4.4)
Basic
7
-
from continuing operations
9.2p
1.3p
10.5p
1.5p
(3.5)p
(2.0)p
-
from discontinued operations
—
—
—
—
0.1p
0.1p
Total
9.2p
1.3p
10.5p
1.5p
(3.4)p
(1.9)p
Diluted
7
-
from continuing operations
9.0p
1.3p
10.3p
1.5p
(3.5)p
(2.0)p
-
from discontinued operations
—
—
—
—
0.1p
0.1p
Total
9.0p
1.3p
10.3p
1.5p
(3.4)p
(1.9)p
1. Refertopages26and27forAPMdefinitions.

Annual Report and Accounts 2025 DFS Furniture plc 103
Strategic Report Corporate Governance Financial Statements Shareholder Information
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR52WEEKSENDED29JUNE2025(53WEEKSENDED30JUNE2024)
Profit/(loss) for the period
24.2
(4.4)
Effectiveportionofchangesinfairvalueofcashflowhedges
(10.7)
5.1
-
recognised in cost of sales
4.6
(1.3)
Income tax on items that are or may be reclassified subsequently to profit or loss
1.8
(1.3)
Other comprehensive income/(expense) for the period, net of income tax
(4.3)
2.5
Total comprehensive income/(expense) for the period
19.9
(1.9)
-
from continuing operations
19.9
(2.2)
-
from discontinued operations
—
0.3
19.9
(1.9)

Annual Report and Accounts 2025 DFS Furniture plc104
Financial Statements
CONSOLIDATED BALANCE SHEET
AT29JUNE2025(30JUNE2024)
Property, plant and equipment
8
75.2
83.8
 Rightofuseassets
8, 9
276.9
315.0
Intangible assets
10
531.2
532.9
 Deferredtaxassets
13
11.6
10.8
894.9
942.5
Inventories
14
56.6
59.0
 Otherfinancialassets
12
—
0.1
Trade and other receivables
15
15.8
12.0
Current tax assets
2.4
6.1
 Cashandcashequivalents(excludingbankoverdrafts)
13.9
26.8
88.7
104.0
Total assets
983.6
1,046.5
 Bankoverdraft
(13.9)
(2.6)
Trade payables and other liabilities
16
(231.8)
(209.3)
Lease liabilities
9
(64.2)
(75.1)
Provisions
20
(13.0)
(9.7)
 Otherfinancialliabilities
17
(8.1)
(1.2)
(331.0)
(297.9)
 Interestbearingloansandborrowings
18
(105.3)
(187.4)
Lease liabilities
9
(288.7)
(326.6)
Provisions
20
(6.1)
(5.6)
 Otherfinancialliabilities
17
(0.3)
—
Total liabilities
(731.4)
(817.5)
Net assets
252.2
229.0
 Sharecapital
22
23.6
23.6
 Sharepremium
22
40.4
40.4
 Mergerreserve
22
18.6
18.6
Capital redemption reserve
22
360.1
360.1
Treasury shares
22
(2.9)
(2.9)
 EmployeeBenefitTrustshares
22
(5.2)
(5.9)
 Cashflowhedgingreserve
22
(7.2)
(1.1)
 Retainedearnings
(175.2)
(203.8)
Total equity
252.2
229.0
These financial statements were approved by the Board of Directors on 25 September 2025 and were signed on its behalf by:
Tim Stacey Marie Wall
Chief Executive Officer Interim Chief Financial Officer
Company registered number: 07236769

Annual Report and Accounts 2025 DFS Furniture plc 105
Strategic Report Corporate Governance Financial Statements Shareholder Information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Balance at 25 June 2023
24.1
40.4
18.6
359.6
(10.1)
(6.6)
(4.9)
(184.0)
237.1
Profit for the year
—
—
—
—
—
—
—
(4.4)
(4.4)
Othercomprehensiveincome/(expense)
—
—
—
—
—
—
3.8
(1.3)
2.5
Total comprehensive income for the year
—
—
—
—
—
—
3.8
(5.7)
(1.9)
Dividends
—
—
—
—
—
—
—
(9.4)
(9.4)
EmployeeBenefitTrustsharesissued
—
—
—
—
—
0.7
—
(0.7)
—
Sharebasedpayments
—
—
—
—
—
—
—
3.2
3.2
Cancellation of treasury shares
(0.5)
—
—
0.5
7.2
—
—
(7.2)
—
Balance at 30 June 2024
23.6
40.4
18.6
360.1
(2.9)
(5.9)
(1.1)
(203.8)
229.0
Profit for the year
—
—
—
—
—
—
—
24.2
24.2
Othercomprehensiveincome/(expense)
—
—
—
—
—
—
(6.1)
1.8
(4.3)
Total comprehensive income for the year
—
—
—
—
—
—
(6.1)
26.0
19.9
EmployeeBenefitTrustsharesissued
—
—
—
—
—
0.7
—
(0.7)
—
Sharebasedpayments
—
—
—
—
—
—
—
2.8
2.8
Tax recognised directly in equity
—
—
—
—
—
—
—
0.5
0.5
Balance at 29 June 2025
23.6
40.4
18.6
360.1
(2.9)
(5.2)
(7.2)
(175.2)
252.2

Annual Report and Accounts 2025 DFS Furniture plc106
Financial Statements
CONSOLIDATED CASH FLOW STATEMENT
FOR52WEEKSENDED29JUNE2025(53WEEKSENDED30JUNE2024)
Net cash from operating activities
26
181.2
115.9
Proceeds from sale of property, plant and equipment
0.2
1.4
Interest received
0.4
0.4
Acquisition of property, plant and equipment
8
(9.0)
(11.6)
 AcquisitionofPPE–rightofuseasset
(0.6)
—
Acquisition of other intangible assets
10
(11.3)
(10.0)
Net cash used in investing activities
(20.3)
(19.8)
Interest paid
(14.4)
(18.8)
Interest paid on lease liabilities
9
(24.2)
(24.8)
Payment of lease liabilities
9
(64.5)
(67.6)
Net repayment of senior revolving credit facility
27
(82.0)
(28.0)
 Drawdownofprivateplacementdebt
27
—
50.0
 Ordinarydividendspaid
—
(9.4)
Net cash used in financing activities
(185.1)
(98.6)
Net decrease in cash and cash equivalents
27
(24.2)
(2.5)
Cash and cash equivalents at beginning of period
27
24.2
26.7
Cash and cash equivalents (including bank overdraft) at end of period
27
—
24.2

Annual Report and Accounts 2025 DFS Furniture plc 107
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT29JUNE2025
1 ACCOUNTING POLICIES
DFS Furniture plc (‘the Company’) is a company incorporated and domiciled in England, in the United Kingdom
(Company number: 07236769). The address of the registered office is 1 Rockingham Way, Redhouse Interchange,
Adwick-le-Street, Doncaster, South Yorkshire, DN6 7NA.
The consolidated financial statements consolidate those of the Company and its subsidiaries (together referred
to as ‘the Group’). The parent company financial statements present information about the Company as a
separate entity and not about its Group.
The accounting policies set out below have, unless otherwise stated, been applied consistently to
all periods presented in these consolidated financial statements. Judgements made by the directors,
in the application of these accounting policies that have a material effect on the financial statements
and estimates with a significant risk of material adjustment in the next year are discussed in note 1.20.
1.1 Basis of preparation
The consolidated financial statements have been prepared and approved by the Directors in accordance
with UK-adopted international accounting standards (‘UK-adopted IFRS’). The financial statements are
prepared on the historical cost basis except for certain financial instruments and share based payment charges
which are measured at their fair value. The financial statements are for the 52 weeks to 29 June 2025
(last year 53 weeks to 30 June 2024).
The Company has elected to prepare its parent company financial statements in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’); these are presented on pages 127 to 130.
Going concern
The financial statements are prepared on a going concern basis, which the Directors believe to be
appropriate for the following reasons.
In December 2024 the Group’s revolving credit facility (‘RCF’) was extended by 16 months to January 2029.
The Group’s existing debt facilities are available as follows: £250m to September 2027, £225m to
September 2028, £200m to January 2029 and £25m to September 2030.
At 18 September 2025, the last practicable date prior to approval of the annual report, £125.0m
of the revolving credit facility remained undrawn, in addition to cash in hand, at bank of £6.4m.
Covenants applicable to both the revolving credit facility and the private placement debt are: 3.0x net
debt/EBITDA and 1.5x fixed charge cover, and are assessed on a six monthly basis at June and December.
Temporarily widened covenants were agreed with the consortium of lending banks to 3.7x net debt/EBITDA
and 1.3x fixed charge cover for the FY25 year end assessment, with leverage returning to 3.0x and fixed
charge increasing to 1.4x for the H1 FY26 assessment.
The Directors have prepared cash flow forecasts and performed a going concern assessment for the Group
covering a period of at least twelve months from the date of approval of these financial statements (the ‘going
concern assessment period’), which indicate that the Group will be in compliance with the agreed covenants.
These forecasts include a number of assumptions in relation to: market size and the resulting order intake
volumes for the Group; inflationary impacts on gross margin and other costs; sector-wide manufacturing
and supply chain capacities; and achievement of cost savings in line with the Group’s strategic plans.
The Directors have also prepared severe but plausible downside sensitivity scenarios which cover the
same going concern assessment period as the base case. These scenarios include significantly reduced
customer spending, impacts on gross margin and other costs from inflationary cost pressures, and a
combination of these scenarios. The Directors have also performed reverse stress testing analysis to
confirm that circumstances resulting in a covenant breach were beyond those considered plausible.
As part of this analysis, the Directors have considered mitigating actions within the Group’s control which
could reduce the impact of these severe but plausible downside scenarios. These mitigating actions include
reducing discretionary operating expenditure, a pause on expansionary capital investment, and other measures
to protect cash balances. These forecast cash flows, considering the ability and intention of the Directors to
implement mitigating actions should they need to, indicate that there remains sufficient headroom in the
forecast period for the Group to operate within the committed facilities and to comply with all relevant
banking covenants during the going concern assessment period.
The Directors have considered all of the factors noted above, including the inherent uncertainty in forecasting
the impact of the current economic and political environment, and are confident that the Group has adequate
resources to continue to meet all liabilities as and when they fall due for at least twelve months from the
date of approval of these financial statements. Accordingly, the financial statements are prepared on a
going concern basis.
1.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries). Control exists when the Group is exposed to or has rights to
variable returns from its investment with the investee and has the ability to affect those returns through
its power over the investee. In assessing control, potential voting rights that are currently exercisable or
convertible are taken into account.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated
income statement from the date that control commences until the date that control ceases. The acquisition
method is used to account for the acquisition of subsidiaries. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.
1.3 Climate change
As noted in the Responsible business report the Group is committed to addressing climate-related risks
and is focused on reducing its environmental impact.
The potential impact of climate change has been considered in the preparation of these financial statements,
including in the carrying values of goodwill and tangible assets, the measurement of financial instruments,
and in relation to the Group’s going concern and viability assessments. No material impact was noted on
the consolidated financial statements in relation to climate change. The potential impact will continue
to be assessed on an ongoing basis.
1.4 Gross sales and revenue
Revenue is measured at the fair value of the consideration receivable by the Group for the provision of
goods to external customers, being the total amount payable by the customer (‘gross sales’) less: value
added and other sales taxes, the finance provider’s subsidy for providing interest free credit (‘IFC’) and
the amounts collected on behalf of third parties relating to other products for which the Group acts
as an agent. For products where the Group acts as an agent, the amount recognised in revenue is
the net fee receivable by the Group.

Annual Report and Accounts 2025 DFS Furniture plc108
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
1 ACCOUNTING POLICIES CONTINUED
1.4 Gross sales and revenue continued
Many of the Group’s customers choose to take advantage of interest free credit provided by external finance
houses, which pay the Group the gross sales value of the customer order on delivery, less a subsidy for taking
responsibility for payment collection, for bearing the full credit risk for any future default by the customer
and for bearing the time value of money cost. The subsidy due to the finance house varies depending on
the amount borrowed by the customer, the length of the repayment term and the applicable SONIA rate
at the time of the transaction.
IFC transactions are a tripartite arrangement at the point of sale in which the finance provider settles the
consideration due from the customer to the Group. For IFC transactions the Group at no point has a receivable
of the gross sales value. In accordance with IFRS 15.47 the transaction price is the amount of consideration
to which the Group expects to be entitled, which is the value that the finance provider pays to the Group
as the arm’s length value of the transaction and revenue is therefore recorded net of the subsidy associated
with interest free credit sales.
Reported revenue will therefore vary depending on the proportion of customers who choose to take up the
interest free credit offer, the average duration of the interest free loan period and the prevailing interest rates.
For the purposes of managing its business the Group focuses on gross sales, which is defined as the
total amount payable by customers, inclusive of VAT and other sales taxes and prior to any adjustments for
interest free credit fees or aftercare product costs. The Directors believe gross sales is a more transparent
measure of the activity levels and performance of its stores and online channels as it is not affected by
customer preferences on payment options. Accordingly gross sales is presented in this Annual Report in
addition to statutory revenue, with a reconciliation between the two measures provided in note 2 to the
financial statements.
Both gross sales and revenue are stated net of returns and sales allowances, and are recognised when
goods have been delivered to the customer, the revenue and costs in respect of the transaction can be
measured reliably and collectability is reasonably assured. Receipt of goods by the customer represents
the completion of the Group’s performance obligation under the sales contract and payment is received
prior to or immediately after delivery. Expected future costs of satisfying the Group’s obligations under
long-term product guarantees offered to customers are determined at the time of the sale, provided for
separately (note 20) and charged to cost of sales.
1.5 Expenses
Non-underlying items
Items that are material in size, unusual or non-recurring in nature are disclosed separately in the income
statement in order to provide an indication of the Group’s underlying business performance. The principal
items which may be included as non-underlying are:
•
significant profit or loss on the disposal of non-current assets;
•
significant impairment charges;
•
significant non-recurring tax charges or credits;
•
costs associated with significant corporate, financial or operating restructuring, including acquisitions; and
•
initial costs of establishing operations in new geographical territories.
Material finance income or expenses associated with significant changes in the Group’s borrowings
are disclosed separately as non-underlying items below operating profit.
Royalty payments
Royalties payable to brand partners on sales of branded products are charged to cost of sales when
the related product is delivered to the customer.
Finance income and expenses
Finance expenses comprise interest payable, finance charges on lease liabilities recognised in profit or
loss using the effective interest method and unwinding of the discount on provisions and other liabilities
measured at present value. Finance income comprises interest receivable on funds invested, dividend
income, and net foreign exchange gains and losses.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest
method. Dividend income is recognised in the income statement on the date the Group’s right to receive
payments is established.
1.6 Employee benefits
Defined contribution plans
Payments to defined contribution pension plans are recognised as an expense in the income statement
as they fall due.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related service is provided.
Share based payments
The fair value of equity settled share based payments is recognised as an expense over the vesting period of
the related awards, with a corresponding increase in equity. Fair values are calculated using option pricing
models appropriate to the terms and conditions of the awards. The amount charged as an expense is regularly
reviewed and adjusted to reflect the achievement of service and non-market based performance conditions.
1.7 Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income
statement except to the extent that it relates to a business combination, or items recognised directly in
equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using
tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable
in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. The following temporary
differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities
in a transaction that is not a business combination and that affects neither accounting nor taxable profit or
loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse
in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted
at the balance sheet date.

Annual Report and Accounts 2025 DFS Furniture plc 109
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
1 ACCOUNTING POLICIES CONTINUED
1.7 Taxation continued
At interim reporting periods the tax charge is calculated in accordance with IAS 34, adjusted for material
non-taxable items.
Deferred tax assets are recognised on deductible temporary differences only to the extent that it is probable
that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realised.
1.8 Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities
at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated
to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the income statement except for effective differences arising on
qualifying cash flow hedges, which are recognised directly in other comprehensive income.
1.9 Business combinations
Business combinations are accounted for by applying the acquisition method as at the acquisition date,
which is the date on which control is transferred to the Group.
Goodwill is initially measured at cost, being the excess of the acquisition cost over the Group’s interest in
the assets and liabilities recognised. When the excess is negative, a bargain purchase gain is recognised
immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities,
are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent
consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise
,
subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.
Acquisitions prior to 31 July 2011 (date of transition to IFRSs)
IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period.
The Group and Company elected not to restate business combinations that took place prior to 31 July 2011.
In respect of acquisitions prior to transition, goodwill is included at 31 July 2011 on the basis of its deemed
cost, which represents the amount recorded under UK GAAP which was broadly comparable save that
goodwill was amortised. On transition, amortisation of goodwill ceased as required by IFRS 1.
1.10 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items of property, plant and equipment.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of
each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives
are as follows:
•
buildings 50 years
•
plant and equipment 3 to 10 years
•
motor vehicles 4 years
•
leasehold improvements the period of the lease, or useful life if shorter
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
1.11 Leases
At the inception of a contract, the Group assesses whether a contract is, or contains, a lease under IFRS 16.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for
a period of time in exchange for consideration.
Lease liability – initial recognition
The Group recognises right of use assets and lease liabilities at the lease commencement date. The lease
liabilities are recognised at the present value of future lease payments discounted at the incremental
borrowing rate applicable to the lease.
Lease payments included in the measurement of the lease liability comprise the following:
•
fixed payments, including in-substance fixed payments; and
•
amounts expected to be payable under a residual value guarantee.
Lease liability – subsequent measurement
The lease liability is subsequently increased by the interest cost arising from the unwind of the discount,
and decreased by the cash lease payments made.
Lease liability – remeasurement
The lease liability is remeasured if:
•
there is a change in either the lease term or the assessment of an option to purchase the underlying asset.
In these circumstances, the lease liability is remeasured using a revised discount rate; or
•
there is a change in the amounts expected to be payable under a residual guarantee or if there is a
change in future lease payments resulting from a change in an index or a rate used to determine those
payments. In these circumstances, the discount rate remains unchanged, unless the change in lease
payments results from a change in floating interest rates.
In both scenarios, the carrying value of the right of use asset is generally adjusted by the amount of the
remeasurement of the lease liability, to the extent that the right of use asset is reduced to £nil. Any further
adjustment required from the remeasurement is recorded in profit or loss.
From time to time, a lease may expire without a new lease being agreed. In such circumstances, if the Group
has not served or received notice under the terms of the lease, it may continue to occupy the store whilst a
new lease is agreed, referred to as a ‘holdover arrangement’. Most of the store portfolio is protected by the
Landlord and Tenant Act (1954), under which, as tenant, the Group has an automatic right to a new lease
subject to certain specific grounds under which the landlord can cancel. In a holdover arrangement, the
lease typically continues on a rolling basis on the same financial terms as the previous lease until new
terms are formally agreed. The Group accounts for holdover arrangements as a modification to the expired
lease, assuming a lease extension of a period equivalent to the average length of time that, in the Group’s
experience, leases enter a holdover arrangement for, with no change to lease payments.

Annual Report and Accounts 2025 DFS Furniture plc110
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
1 ACCOUNTING POLICIES CONTINUED
1.11 Leases continued
Right of use asset – initial recognition
IFRS 16 defines a right of use asset as an asset which represents a lessee’s right to use an underlying asset
for the lease term. Generally, right of use assets are initially measured at an amount equal to the lease liability.
Right of use asset – subsequent measurement
Right of use assets are subsequently measured at initial carrying value:
•
less any accumulated depreciation and any accumulated impairments losses: and
•
adjusted for any remeasurement of the lease liability.
The right of use asset is subsequently depreciated on a straight line basis from the commencement date
to the end of the lease term. In addition, the right of use asset is periodically reduced by impairment losses,
if any, and adjusted for certain remeasurements of the lease liability.
Practical expedients and exemptions used
The Group has opted to apply the following practical expedients and exemptions:
•
use of a single discount rate to a portfolio of leases with reasonably similar characteristics;
•
recognising lease payments on short-term (less than twelve months) leases and low value leases as an expense.
1.12 Intangible assets and goodwill
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash
generating units and is not amortised but is tested annually for impairment.
Other intangible assets
Expenditure on internally generated goodwill and brands is recognised in the income statement
as an expense as incurred.
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation
and accumulated impairment losses. Implementation costs associated with software and cloud computing
arrangements are only capitalised where they relate to an identifiable asset under the control of the Group.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives
of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and
goodwill are systematically tested for impairment at each balance sheet date. Other intangible assets
are amortised from the date they are available for use. Estimated useful lives are as follows:
•
computer software and website costs 3 years
•
acquired brand names 10 to 20 years
1.13 Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of finished goods manufactured
by the Group includes direct materials, direct labour and appropriate overhead expenditure.
1.14 Impairment
The carrying amounts of the Group’s tangible and intangible assets other than goodwill are reviewed
at each reporting date to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have
indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year
at the same time, or when an indicator of impairment is identified.
An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable
amount. Impairment losses are recognised in profit or loss.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses
recognised in prior periods are assessed at each reporting date for any indications that the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount. An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss had been recognised.
1.15 Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive
obligation as a result of a past event, that can be reliably measured and it is probable that an outflow
of economic benefits will be required to settle the obligation. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
Details of provisions recognised are in note 20 and the related significant estimates and judgements in note 1.19.
1.16 Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other
receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method, less allowances for expected credit losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they
are measured at amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents is comprised of on demand deposits and restricted cash of £0.3m (2024: £0.3m).
Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using
the effective interest method.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
1 ACCOUNTING POLICIES CONTINUED
1.17 Derivative financial instruments and hedging
Derivative financial instruments
Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair
value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting,
recognition of any resultant gain or loss depends on the nature of the item being hedged (see below).
Cash flow hedges
On adoption of IFRS 9, the Group made the election to continue to apply the hedge accounting
requirements of IAS 39 to all of its hedging relationships. Therefore, where a derivative financial
instrument is designated as a hedge of the variability in cash flows of a highly probable forecast
transaction, the effective part of any gain or loss on the derivative financial instrument is recognised
in other comprehensive income and presented within the hedging reserve. Any ineffective portion
of the hedge is recognised immediately in the income statement.
When the forecast transaction subsequently results in the recognition of a non-financial asset or
non-financial liability, the associated cumulative gain or loss remains in the hedging reserve and is
reclassified into profit or loss in the same period or periods during which the asset acquired or liability
assumed affects profit or loss.
For other cash flow hedges the associated cumulative gain or loss is removed from equity and recognised
in the income statement in the same period or periods during which the hedged forecast transaction affects
profit or loss.
When a hedging instrument expires or is sold, terminated or exercised, or the Group revokes designation
of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative
gain or loss at that point remains in equity and is recognised in accordance with the above policy when the
transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised
gain or loss recognised in equity is recognised in the income statement immediately.
1.18 Profit or loss from discontinued operations
A discontinued operation is a component of the Group that either has been disposed of, abandoned, or
is classified as held for sale. A discontinued operation represents a separate major line of the business
or geographical area of operation. Profit or loss from discontinued operations comprises the post-tax profit
or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value
less costs to sell of the disposal group(s) constituting the discontinued operation (see also note 29). When
an operation is classified as a discontinued operation, the comparative Consolidated Income Statement is restated
as if the operation had been discontinued from the start of the comparative period.
1.19 Significant areas of estimation and judgement
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates
and assumptions that affect the value of reported assets, liabilities, revenues and expenses. The estimates
and associated assumptions are based on historical experience and other relevant factors, but may differ
from actual results. No significant areas of judgement or estimation arose in the current financial statements.
The following are other areas of important estimates and judgements relating to material balances in the
Group’s financial statements, but which do not meet the IFRS-defined criteria of a significant estimate:
Going concern
In making the assessment of going concern for the Group and the Company, the Directors consider a
number of assumptions and estimates relating to the future performance of the Group, as detailed in note
1.1 of the consolidated financial statements and note 1 of the Company financial statements. The Directors
are satisfied that no severe but plausible change in these estimates would result in a change in the going
concern assessment of the Group or the Company and therefore it is not considered a significant estimate
as at 29 June 2025.
Goodwill impairment
Goodwill is tested annually for impairment by comparing its carrying value to a calculation of the value in
use of the relevant cash generating units. This exercise requires estimates to be made of future cash flows
arising from each cash generating unit and the appropriate discount rate to apply. Further details of the key
assumptions underlying the calculation are provided in note 10. The Directors are satisfied that no impairment
exists at 29 June 2025 and that no reasonably possible change in the estimate would result in an impairment.
Therefore the carrying value of goodwill is not considered a significant estimate as at 29 June 2025.
Customer guarantees
The Group maintains a provision for its obligations under long-term product guarantees offered to its customers.
In determining the value of this provision estimates are made of the number of future claims that will be
received and the cost of satisfying those claims. Further details are provided in note 20. The Directors are
satisfied that no reasonably possible change in these estimates would result in a material difference to the
value of the provision and therefore it is not considered a significant estimate as at 29 June 2025.
Net realisable value of inventories
As detailed in note 14, the Group makes estimates of applicable selling prices to determine the net realisable
value of inventories. The Directors are satisfied that no reasonably possible change in these estimates
would result in a material difference to the value of the provision and therefore it is not considered a
significant estimate as at 29 June 2025.
1.20 New accounting standards
There are no new standards, amendments to existing standards or interpretations that are effective
for the first time in the period ended 29 June 2025 that have a material impact on the Group’s results.
A number of new, but not yet effective, standards, amendments to existing standards, and interpretations
have been published by the IASB. None of these have been adopted early and therefore have not been
applied by the Group in these financial statements.

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Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
2 SEGMENTAL ANALYSIS
The Group’s operating segments under IFRS 8 have been determined based on management accounts
reports reviewed by the Group Leadership Team. Segment performance is assessed based upon brand
contribution. Brand contribution is defined as underlying EBITDA (being earnings before interest, tax,
depreciation, amortisation, impairments and non-underlying items) excluding property costs and central
administration costs.
The Group reviews and manages the performance of its operations on a retail brand basis, and the
identified reportable segments and the nature of their business activities are as follows:
DFS: the retailing of upholstered furniture and related products through DFS branded stores
and website.
Sofology: the retailing of upholstered furniture and related products through Sofology branded stores
and website.
Other segments comprises the manufacture of upholstered furniture and the supply of contract logistics.
Segment revenue and profit – continuing operations
External gross sales
Inter-segment sales
Total gross sales
DFS
1,091.3
1,047.0
—
—
1,091.3
1,047.0
Sofology
297.0
264.8
—
—
297.0
264.8
Other segments
—
—
195.5
198.2
195.5
198.2
Eliminations
—
—
(195.5)
(198.2)
(195.5)
(198.2)
Gross sales
1,388.3
1,311.8
—
—
1,388.3
1,311.8
Total segments gross sales
1,388.3
1,311.8
Value added and other sales taxes
(222.5)
(207.3)
Interest free credit subsidy
(108.8)
(92.4)
Cost of aftercare products
(26.7)
(25.0)
Revenue
1,030.3
987.1
Furniture sales
977.5
935.1
Commission on sales of aftercare products
52.8
52.0
Revenue
1,030.3
987.1
52 weeks to 29 June 2025 – continuing operations
Revenue
804.6
225.7
195.5
(195.5)
1,030.3
Cost of sales
(383.1)
(98.1)
(48.5)
81.1
(448.6)
Gross profit
421.5
127.6
147.0
(114.4)
581.7
costs)
(234.8)
(62.0)
(109.8)
84.6
(322.0)
(segment profit)
186.7
65.6
37.2
(29.8)
259.7
Property costs
(31.2)
administrative expenses
(71.3)
Underlying EBITDA
157.2
53 weeks to 30 June 2024 – continuing operations
Revenue
786.5
200.6
198.2
(198.2)
987.1
Cost of sales
(376.0)
(90.5)
(56.1)
86.3
(436.3)
Gross profit
410.5
110.1
142.1
(111.9)
550.8
costs (excluding property
costs)
(224.3)
(58.8)
(114.1)
81.3
(315.9)
(segment profit)
186.2
51.3
28.0
(30.6)
234.9
Property costs
(27.0)
administrative expenses
(65.9)
Underlying EBITDA
142.0

Annual Report and Accounts 2025 DFS Furniture plc 113
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
2 SEGMENTAL ANALYSIS CONTINUED
Segment revenue and profit – continuing operations continued
53 weeks to 30 June 2024 – continuing operations continued
Underlying EBITDA
157.2
142.0
Non-underlying administrative expenses
3
(0.6)
(8.9)
Depreciation, amortisation and impairments
(85.5)
(91.8)
Operating profit
71.1
41.3
Finance income
0.4
0.4
Finance expenses
(38.6)
(41.5)
Non-underlying financing costs
—
(1.9)
Profit/(loss)before tax
32.9
(1.7)
A geographical analysis of revenue is presented below:
United Kingdom
1,012.2
967.4
Republic of Ireland
18.1
19.7
Total revenue
1,030.3
987.1
DFS
20.6
35.5
61.3
67.5
Sofology
4.2
12.2
18.3
18.0
Other segments
3.5
7.9
5.9
6.3
Total Group
28.3
55.6
85.5
91.8
Additions to non-current assets include both tangible and intangible non-current assets.
3 OPERATING PROFIT – CONTINUING OPERATIONS
Group operating profit is stated after charging/(crediting):
Net foreign exchange (gains)/losses
(1.6)
0.8
Depreciation on tangible assets (including depreciation on right of use assets)
71.2
77.8
Amortisation of intangible assets
13.0
13.7
Impairments
1.3
0.3
Net loss on disposal of property, plant and equipment
0.3
—
Net gain on disposal of right of use assets
(0.8)
(0.6)
Cost of inventories recognised as an expense
456.4
435.9
Release of provisions (note 20)
(0.5)
(3.4)
Non-underlying items
Restructuring costs
0.7
6.5
Land slippage costs
0.5
3.1
Release of lease guarantee provision
(0.6)
(0.7)
Fair value lease adjustment
(4.7)
—
(4.1)
8.9
Restructuring costs include redundancy costs associated with further integrating Sofology into the Group.
Land slippage costs relate to costs of remediation works required to an area of land slippage identified at
one of our manufacturing sites.
The release of the lease guarantee provision relates to the property provisions detailed in note 20.
The fair value lease adjustment arises from the release of acquisition-related fair value lease adjustments
relating to properties where the rent has since been renegotiated and now represents a market rate. It relates
to negotiations that took place in previous periods, and should have been recorded at the time of the negotiation,
but as it is not material to individual previously reported periods it has been corrected in the current period.
Auditor’s remuneration
Audit of these financial statements
0.4
0.3
Audit of the financial statements of Group subsidiaries
0.5
0.5
All other services
0.1
0.1
1.0
0.9
During the period, an amount of £55,500 was receivable by the auditor in respect of the review of the
Group’s interim financial statements (2024: £51,400) and £nil in respect of other services (2024: £nil).

Annual Report and Accounts 2025 DFS Furniture plc114
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
4 STAFF NUMBERS AND COSTS – CONTINUING OPERATIONS
The average number of persons employed by the Group during the period, analysed by category,
was as follows:
Production
674
881
Warehouse and transport
1,184
1,341
Sales and administration
2,822
2,871
4,680
5,093
The aggregate payroll costs of these persons were as follows:
Wages and salaries
176.6
173.5
Social security costs
19.2
16.8
Other pension costs
5.6
6.5
201.4
196.8
Share based payment expense (equitysettled)
2.8
3.2
204.2
200.0
Aggregate remuneration payable to Directors in respect of qualifying services was as follows:
Emoluments
2.4
1.4
Pension contributions
—
—
Gain on exercise of share options
—
—
Three Directors accrued retirement benefits under pension schemes in the period (2024: two).
All of the Directors’ pension contributions were to defined contribution schemes.
5 FINANCE INCOME AND EXPENSE
Interest income on bank deposits
0.3
0.4
Interest on corporation tax
0.1
—
Total finance income
0.4
0.4
Interest payable on senior revolving credit facility
(8.7)
(12.6)
Interest payable on private placement debt
(4.3)
(3.5)
Bank fees
(1.4)
(0.4)
Unwind of discount on provisions
—
(0.2)
Interest on lease liabilities
(24.2)
(24.8)
Total underlying finance expense
(38.6)
(41.5)
Refinancing costs
—
(1.9)
Total finance costs
(38.6)
(43.4)
6 TAXATION
Recognised in the income statement
Current period
8.2
2.4
Adjustments for prior years
(0.8)
(2.8)
Current tax expense/(credit)
7.4
(0.4)
Origination and reversal of temporary differences
0.4
(0.5)
Adjustments for prior years
0.9
3.9
Deferred tax expense
1.3
3.4
Total tax expense in income statement
8.7
3.0
-
from continuing operations
8.7
3.0
-
from discontinued operations
—
—
8.7
3.0

Annual Report and Accounts 2025 DFS Furniture plc 115
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
6 TAXATION CONTINUED
Reconciliation of effective tax rate
Profit before tax for the period from continuing and discontinued operations
32.9
(1.4)
Tax using the UK corporation tax rate of 25% (2024:25%)
8.2
(0.4)
Non-deductible expenses
0.8
1.9
Effect of tax rates in foreign jurisdictions
0.1
(0.1)
Recognition of previously unrecognised tax losses
—
0.1
Adjustments in respect of share options
(0.5)
0.4
Adjustment in respect of prior years
0.1
1.1
Total tax expense
8.7
3.0
Deferred taxation is measured at tax rates that are expected to apply in the periods in which temporary
timing differences are expected to reverse based on tax rates and laws that have been enacted or
substantively enacted at the balance sheet date. Accordingly, a tax rate of 25% has been applied
when calculating deferred tax assets and liabilities at 29 June 2025 (2024: 25%).
Income tax recognised in other comprehensive income
Effective portion of changes in fair value of cash flow hedges
(2.1)
(0.2)
Net change in fair value of cash flow hedges reclassified to profit or loss
(0.6)
1.5
Realised gain from equity
0.9
—
(1.8)
1.3
7 EARNINGS PER SHARE
Statutory earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the financial period attributable
to ordinary equity holders of the parent company by the weighted average number of ordinary shares
outstanding during the period. The weighted average number of shares reflects the movements in share
capital detailed in note 22 and the impact of movements in treasury shares held by the Company. Changes
in the Company’s capital structure with no corresponding change in resources are reflected as if they had
occurred at the beginning of the earliest period presented.
Diluted earnings per share is calculated using the same net profit or loss for the financial period attributable
to ordinary equity holders of the parent company, but increasing the weighted average number of ordinary
shares by the dilutive effect of potential ordinary shares. Potential ordinary shares arise from employee
share based payment arrangements (note 25). Where share based payments are subject to performance
conditions, they are included as potential ordinary shares to the extent that the performance conditions
have been met at the reporting date. Details of share based payment vesting conditions are provided
in the Director’s Remuneration Report.
-
from continuing operations
10.5
(2.0)
-
from discontinued operations
—
0.1
Total basic earnings/(loss)per share
10.5
(1.9)
-
from continuing operations
10.3
(2.0)
-
from discontinued operations
—
0.1
Total diluted earnings/(loss)per share
10.3
(1.9)
-
from continuing operations
24.2
(4.7)
-
from discontinued operations
—
0.3
24.2
(4.4)
Weighted average number of shares in issue for basic earnings per share
230,954,285
230,566,306
Dilutive effect of employee share based payment awards
4,018,845
—
Weighted average number of shares in issue for diluted earnings per share
234,973,130
230,566,306
Where a loss has been recorded, the potential ordinary shares would be anti-dilutive, and therefore in this
situation the weighted average number of shares used does not include the dilutive effect of share based
payment awards.
Underlying earnings per share
Underlying basic earnings per share and underlying diluted earnings per share are calculated by dividing
the profit for the period attributable to ordinary equity holders of the parent company, as adjusted to exclude
the effect of non-underlying items, by the applicable weighted average numbers of ordinary shares.
24.2
(4.7)
Non-underlying (profit)/loss after tax
(3.1)
8.1
company from continuing operations
21.1
3.4

Annual Report and Accounts 2025 DFS Furniture plc116
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
8 PROPERTY, PLANT AND EQUIPMENT
Balance at 25 June 2023
13.5
236.5
12.5
524.4
786.9
Additions
1.4
10.2
—
30.7
42.3
Remeasurements
—
—
—
29.8
29.8
Disposals
(0.5)
(23.2)
(5.4)
(11.1)
(40.2)
Balance at 30 June 2024
14.4
223.5
7.1
573.8
818.8
Reclassifications
(0.8)
—
—
0.8
—
Additions
—
8.7
0.3
8.0
17.0
Remeasurements
—
—
—
9.7
9.7
Disposals
—
(6.0)
(3.7)
(5.8)
(15.5)
Balance at 29 June 2025
13.6
226.2
3.7
586.5
830.0
Balance at 25 June 2023
0.6
152.6
11.9
211.8
376.9
Depreciation charge for the period
1.9
19.6
0.5
55.8
77.8
Impairments
—
—
—
0.3
0.3
Disposals
(0.1)
(20.4)
(5.4)
(9.1)
(35.0)
Balance at 30 June 2024
2.4
151.8
7.0
258.8
420.0
Reclassifications
(1.4)
—
—
1.4
—
Depreciation charge for the period
0.3
16.7
0.2
54.0
71.2
Impairments
—
0.7
—
0.6
1.3
Disposals
—
(5.7)
(3.7)
(5.2)
(14.6)
Balance at 29 June 2025
1.3
163.5
3.5
309.6
477.9
At 25 June 2023
12.9
83.9
0.6
312.6
410.0
At 30 June 2024
12.0
71.7
0.1
315.0
398.8
At 29 June 2025
12.3
62.7
0.2
276.9
352.1
At 29 June 2025 the Group had contracted capital commitments of £2.6m (2024: £7.9m) for which no
provision has been made in the financial statements. Plant and equipment includes leasehold improvements.
7 EARNINGS PER SHARE CONTINUED
Underlying earnings per share continued
Profit/(loss)for the period attributable to equity holders of the parent company
—
0.3
Non-underlying (profit)/loss after tax
—
(0.3)
company from discontinued operations
—
—
Weighted average number of shares in issue for basic earnings per share
230,954,285
230,566,306
Dilutive effect of employee share based payment awards
4,018,845
452,561
Weighted average number of shares in issue for diluted earnings per share
234,973,130
231,018,867
-
from continuing operations
9.2
1.5
-
from discontinued operations
—
—
Total underlying basic earnings per share
9.2
1.5
-
from continuing operations
9.0
1.5
-
from discontinued operations
—
—
Total underlying diluted earnings per share
9.0
1.5

Annual Report and Accounts 2025 DFS Furniture plc 117
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
Amounts recognised in the consolidated balance sheet:
Current lease liabilities
64.2
75.1
Non-current lease liabilities
288.7
326.6
For more information on the maturity of the Group’s lease liabilities, see note 24.
Amounts recognised in the consolidated income statement:
Interest on lease liabilities
(24.2)
(24.8)
Variable lease payments not included in the measurement of lease liabilities
(1.9)
(0.3)
Income from subleasing right of use assets
0.1
0.3
Expenses relating to short-term leases and low value leases
—
—
Amounts recognised in the consolidated cash flow statement:
Total cash outflow for lease liabilities
88.7
92.4
Non-cancellable short-term lease rentals are payable as follows:
Less than one year
0.1
—
The Group has entered into short-term leases in respect of warehouses and equipment.
At 29 June 2025, three leases were in holdover (2024: two). Lease remeasurements during the period
of £9.7m arose due to changes in the lease term.
Undiscounted future rentals receivable under non-cancellable leases where the Group is the lessor were
due as follows:
29 June 2025
0.7
0.9
0.9
0.6
0.6
2.8
6.5
30 June 2024
0.3
0.3
0.3
0.3
0.3
0.3
1.8
9 LEASES
Right of use assets
At 25 June 2023
493.3
29.2
1.9
524.4
Additions
20.9
9.8
—
30.7
Remeasurements
29.8
—
—
29.8
Disposals
(8.8)
(2.3)
—
(11.1)
At 30 June 2024
535.2
36.7
1.9
573.8
Reclassifications
0.8
—
—
0.8
Additions
2.0
6.0
—
8.0
Remeasurements
9.7
—
—
9.7
Disposals
(1.5)
(4.3)
—
(5.8)
At 29 June 2025
546.2
38.4
1.9
586.5
At 25 June 2023
198.1
12.1
1.6
211.8
Depreciation charge for the period
50.1
5.6
0.1
55.8
Disposals
(7.3)
(1.8)
—
(9.1)
Impairments
0.3
—
—
0.3
At 30 June 2024
241.2
15.9
1.7
258.8
Reclassifications
1.4
—
—
1.4
Depreciation charge for the period
47.2
6.7
0.1
54.0
Disposals
(1.5)
(3.7)
—
(5.2)
Impairments
0.6
—
—
0.6
At 29 June 2025
288.9
18.9
1.8
309.6
At 25 June 2023
295.2
17.1
0.3
312.6
At 30 June 2024
294.0
20.8
0.2
315.0
At 29 June 2025
257.3
19.5
0.1
276.9
The depreciation charge for the period above is net of the non-underlying fair value lease adjustment credit
disclosed in note 3.

Annual Report and Accounts 2025 DFS Furniture plc118
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
Cash flow forecasts are prepared from the latest financial results and internal budgets for the next four
years, which take into account external macroeconomic indicators as well as internal growth expectations
for each cash generating unit. Selling prices and related costs are based on past practice and expected
future changes in the market. The base case forecast assumes market growth of 2% in FY26, followed
by continued low single digit annual growth in subsequent years. The base case also reflects a cautious
assessment of the anticipated growth in the Group’s market share driven by delivery of our strategic
initiatives. Revenue is assumed in line with order intake, keeping order bank levels relatively consistent
across the assessment period.
Gross margin percentage for FY26 is expected to be ahead of FY25 through more effective sourcing, the
annualised impact of price increases already implemented and a more favourable hedged rate. Other costs
reflect anticipated inflationary increases and benefits from specific cost saving initiatives. Capital expenditure
is assumed to remain in line with planned investments and strategic initiatives.
A terminal value was then calculated on the basis of the four year plan and an estimated long-term growth
rate for the UK upholstery furniture sector of 2.0% (2024: 2.0%). These cash flow forecasts were then
discounted at pre-tax discount rates of 11.1% and 13.2% for DFS Trading Limited and Sofology Limited
respectively (2024 : DFS 14.1%; Sofology 15.1%). The discount rates are estimated based on the Group’s
weighted average cost of capital (derived from market indices of risk-free rates, market risk premia, peer
group analysis and the Group’s own borrowing costs), risk adjusted for an individual unit’s circumstances.
The decrease in rates from prior year is due to a reduction in the cost of equity for each CGU. The Group
incurs certain overhead costs in respect of support services provided centrally to the CGUs. Such support
services include finance, human resources, legal, IT and central management support in respect of
stewardship and governance. These overhead costs have been allocated to the CGUs using relative
CGU EBITDA as a proxy for the time spent in supporting the CGU.
For DFS and Sofology, the value in use calculations showed a significant headroom between the calculated
value in use and the carrying value of goodwill in the financial statements. A number of sensitivities were
then applied to the base case model to assess whether any reasonably possible changes in assumptions
could cause an impairment that would be material to these consolidated financial statements. This analysis
applied a number of challenging scenarios, including possible shortfalls in revenue or gross margin compared
to plan both in isolation and in a combined scenario, a decrease in the long-term growth rate of the UK
upholstery market and changes in applicable discount rates. On the basis of this analysis the Directors
concluded that a reasonably possible change in these assumptions would not lead to an impairment
being recognised.
10 INTANGIBLE ASSETS
Balance at 25 June 2023
70.6
14.8
509.3
594.7
Additions
10.0
—
—
10.0
Disposals
(0.2)
—
—
(0.2)
Balance at 30 June 2024
80.4
14.8
509.3
604.5
Additions
11.3
—
—
11.3
Disposals
(0.5)
—
—
(0.5)
Balance at 29 June 2025
91.2
14.8
509.3
615.3
Balance at 25 June 2023
48.6
8.4
1.0
58.0
Amortisation charge for the period
12.3
1.4
—
13.7
Disposals
(0.1)
—
—
(0.1)
Balance at 30 June 2024
60.8
9.8
1.0
71.6
Amortisation charge for the period
11.6
1.4
—
13.0
Disposals
(0.5)
—
—
(0.5)
Balance at 29 June 2025
71.9
11.2
1.0
84.1
At 25 June 2023
22.0
6.4
508.3
536.7
At 30 June 2024
19.6
5.0
508.3
532.9
At 29 June 2025
19.3
3.6
508.3
531.2
Goodwill
The carrying amount of goodwill is allocated to the following cash generating units:
DFS Trading Limited
479.9
479.9
Sofology Limited
28.4
28.4
508.3
508.3
Goodwill is tested annually for impairment on the basis of value in use. The key assumptions underlying the
calculations are those regarding expected future sales volumes, changes in selling prices and direct costs
and the discount rate applied. The inputs applied in respect of these key assumptions are based on
management experience and external inputs in relation to market outlook.

Annual Report and Accounts 2025 DFS Furniture plc 119
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
13 DEFERRED TAX
Deferred tax assets and liabilities are attributable to the following:
Fixed asset timing differences
2.8
1.8
IFRS 16 transition impact
5.1
7.8
Remeasurement of derivatives to fair value
2.1
0.3
Brand names
(0.8)
(1.1)
Share based payments
1.9
0.5
Other temporary differences
0.5
1.5
Net tax assets
11.6
10.8
The deferred tax movement in the period is as follows:
At start of period
10.8
15.5
Fixed asset timing differences
1.0
(2.6)
Unwind of IFRS 16 transition impact
(2.7)
(1.4)
Brand names
0.3
0.4
Share based payments
0.9
(0.2)
Other temporary differences
(1.0)
0.4
Recognised in the statement of comprehensive income
1.8
(1.3)
Recognised in the statement of changes in equity
0.5
—
At end of period
11.6
10.8
The Directors have prepared profit forecasts that show that the Group will generate sufficient taxable
profit in future years to fully utilise the deferred tax assets recognised.
Deferred tax assets on losses of £4.2m (2024: £4.7m) have not been recognised as they relate to tax losses carried
forward that arose in a jurisdiction in which the Group no longer traders, so are not anticipated to be utilised.
consolidated in these financial statements.
Diamond Holdco 2 Limited
1
Diamond Holdco 7 Limited
1
DFS Furniture Holdings plc
1
DFS Furniture Company Limited
1
DFS Trading Limited
1
Sofology Limited
3
Sofaworks Limited
1
Haydock Furniture Limited
3
The Sofa Delivery Company Limited
1
The Sofa Manufacturing Company Limited
1
The Sofa Servicing Company Limited
1
Coin Retail Limited (Jersey)
2
Coin Furniture Limited
1
DFS Spain Limited
1
Registered offices:
1. Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster DN6 7NA.
2. 26 New Street, St Helier, Jersey, JE2 3RA.
3. Ashton Road, Golborne, Warrington, WA3 3UL.
Coin Furniture Limited (Company number 08586227) and DFS Spain Limited (Company number 09668511)
are exempt from the requirement of the Companies Act relating to the audit of individual financial statements
by virtue of s479A of the Companies Act 2006. DFS Furniture plc has guaranteed the debts and liabilities
of these entities in accordance with Section 479C of the Companies Act 2006.
12 OTHER FINANCIAL ASSETS
Foreign exchange contracts
—
0.1
Foreign exchange contracts comprise forward contracts which are used to hedge exchange risk arising
from the Group’s overseas purchases (note 24).

Annual Report and Accounts 2025 DFS Furniture plc120
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
17 OTHER FINANCIAL LIABILITIES
Foreign exchange contracts
0.3
—
Foreign exchange contracts
8.1
1.2
Foreign exchange contracts comprise forward contracts which are used to hedge exchange risk arising from
the Group’s overseas purchases (note 24).
18 OTHER INTEREST-BEARING LOANS AND BORROWINGS
This note provides information about the contractual terms of the Group’s interest-bearing loans and
borrowings, which are measured at amortised cost. For more information about the Group’s exposure
to interest rate and foreign currency risk, see note 24.
Senior revolving credit facility
57.0
139.0
Private placement debt
50.0
50.0
Unamortised issue costs
(1.7)
(1.6)
105.3
187.4
The Group has a £200.0m revolving credit facility and £50.0m of private placement debt.
The revolving credit facility bears interest at a rate of credit spread adjusted SONIA plus 3.10% and is
repayable in September 2027 with a 16 month extension agreed in December 2024 for £175.0m of the
facility maturing in January 2029. The revolving credit facility is secured on a first priority basis with fixed
and floating charges over substantially all of the assets of the Group.
The private placement debt comprises two tranches: £25.0m maturing in September 2028 and £25.0m
maturing in September 2030.
For more information on the maturity of the Group’s lease liabilities, see note 24.
19 EMPLOYEE BENEFITS
Defined contribution pension plans
The Group operates a number of defined contribution pension plans under which contributions by
the employees and the Group are administered by trustees in funds separate from the Group’s assets.
The costs of these schemes are charged to the income statement as they become payable under
the rules of the scheme. The total pension cost of the Group for the period was £5.6m (2024: £6.5m).
14 INVENTORIES
Raw materials and consumables
6.6
6.7
Finished goods and goods for resale
59.8
62.8
66.4
69.5
Write-down to net realisable value
(9.8)
(10.5)
56.6
59.0
In applying its accounting policy for inventory, the Group identifies those items where there is a risk that net
realisable value does not exceed cost, due to either the age or condition of the item. An estimate of the net
realisable value of such items is made based on the sale of similar items in the past, taking into account
expected future opportunities for sale, and their carrying value reduced by an appropriate provision.
15 TRADE AND OTHER RECEIVABLES
Trade receivables
10.5
6.7
Prepayments
4.7
4.0
Accrued income
0.2
0.1
Other receivables
0.4
1.2
15.8
12.0
No interest is charged on trade receivables; the Group bears no credit risk in respect of amounts due from
retail customers under interest free credit arrangements. The Directors have reviewed for expected credit
losses and consider the amount of any such losses to be immaterial. Prepayments and accrued income do
not include impaired assets.
16 TRADE PAYABLES AND OTHER LIABILITIES
Payments received on account
50.4
40.9
Trade payables
91.6
100.4
Other creditors including other tax and social security
36.1
26.1
Accruals
53.7
41.9
231.8
209.3
Payments on account represent contract liabilities under IFRS 15, which will be realised through revenue in
the subsequent financial year. Trade payables do not bear interest and are paid within agreed credit terms.

Annual Report and Accounts 2025 DFS Furniture plc 121
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
22 CAPITAL AND RESERVES
Share capital
The holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at meetings of the Company.
Ordinary shares of £0.10 each
Allotted, called up and fully paid
At the start and end of the financial period
236,000
23.6
Share premium
The share premium account represents the surplus of consideration received for issued ordinary
share capital over its nominal value. This arose on the issue of ordinary shares on 11 March 2015.
Merger reserve
The merger reserve arose on the issue of shares in the Company in exchange for minority interests
in the issued share capital of a subsidiary company on 10 March 2015.
Capital redemption reserve
The capital redemption reserve represents the par value of cancelled treasury shares.
Treasury shares
Where the Company purchases the Company’s equity share capital into treasury (treasury shares),
the consideration paid, including any directly attributable incremental costs is deducted from equity
attributable to the Company’s equity holders until the shares are cancelled, reissued or disposed of.
No treasury shares were cancelled during the year (2024: 4,678,120 were cancelled on 3 May 2024).
None of the Company’s own ordinary shares (2024: nil) were used to satisfy employee share based
payment awards during the year. At 29 June 2025 the Company had 1,855,580 ordinary shares held
in treasury (2024: 1,855,580).
Employee Benefit Trust shares
The Employee Benefit Trust holds ordinary shares which are issued for the purpose of satisfying future
employee share based payments awards and is consolidated into the Group financial statements.
Transactions with the Employee Benefit Trust are recognised directly in equity.
During the period ended 29 June 2025 the Company used 395,865 shares from the Employee Benefit Trust
to satisfy employee share based payments awards (2024: 412,104). At 29 June 2025 the Employee Benefit
Trust held 3,060,209 of the Company’s ordinary shares (2024: 3,456,074). Dividends are waived on all
shares held by the Employee Benefit Trust.
20 PROVISIONS
Balance at 30 June 2024
6.9
7.5
0.9
15.3
Provisions made during the period
7.7
2.1
1.7
11.5
Provisions used during the period
(6.3)
(0.9)
—
(7.2)
Provisions released during the period
—
(0.2)
(0.3)
(0.5)
Balance at 29 June 2025
8.3
8.5
2.3
19.1
Current
7.0
4.0
2.0
13.0
Non-current
1.3
4.5
0.3
6.1
8.3
8.5
2.3
19.1
The Group offers a long-term guarantee on its upholstery products and in accordance with accounting
standards a provision is maintained for the expected future cost of fulfilling these guarantees on products
which have been delivered before the reporting date. An expectation of future claims under the warranty is
made, based on past experience of the proportion of items where a claim has been made, and the expected
average cost per claim. In calculating this provision the key areas of estimation are the number of future claims,
average cost per claim and the expected period over which claims will arise (nearly all claims arise within
two years of delivery). The Group has considered the sensitivity of the calculation to these key areas of
estimation, and determined that a 10% change in either the average cost per claim or the number of expected
future calls would change the value of the calculated provision by £0.6m. The Directors have therefore
concluded that reasonably possible variations in estimate would not result in a material difference.
Property provisions relate to potential obligations under lease guarantees offered to former subsidiary
companies, the majority of which expire in FY26, wear and tear costs for Group properties based on
anticipated lease expiries and renewals and experience of costs incurred in relation to similar properties,
which will predominantly be utilised more than five years from the reporting date, and a provision for the
best estimate of the costs of rectification of an area of land slippage at one of the Group’s manufacturing
facilities. Uncertainties exist in relation to the timing and value of the rectification costs for the land slippage.
In calculating the provision management has assumed that the costs will be as per the best estimate
available from external sources.
Other provisions relate to payment of future refunds to customers, refunds to customers for payment
protection insurance policies and other regulatory costs and insurance provisions.
21 DIVIDENDS
The following dividends were recognised and paid during the period:
Final dividend for FY23
3.0p
—
6.9
Interim ordinary dividend for FY24
1.1p
—
2.5
—
9.4
The Directors do not recommend the payment of a final dividend in respect of the financial period ended 29 June 2025.

Annual Report and Accounts 2025 DFS Furniture plc122
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
The table below shows the maturity analysis of the undiscounted remaining contractual cash flows
(including interest) of the Group’s financial liabilities:
Trade and other payables
145.3
—
—
—
145.3
Lease liabilities
87.6
78.2
171.0
112.9
449.7
Senior revolving credit facility
4.2
4.2
63.6
—
72.0
Private placement debt
4.3
4.3
34.0
25.4
68.0
Other liabilities
13.0
4.5
1.1
0.5
19.1
254.4
91.2
269.7
138.8
754.1
Derivatives: net settled
—
—
—
—
—
Derivatives: gross settled
—
—
—
—
—
Cash in flows
(111.1)
(10.7)
—
—
(121.8)
Cash out flows
119.4
11.0
—
—
130.4
Total cash flows
262.7
91.5
269.7
138.8
762.7
Trade and other payables
142.3
—
—
—
142.3
Lease liabilities
80.9
78.3
180.0
141.5
480.7
Senior revolving credit facility
11.6
11.6
152.7
—
175.9
Private placement debt
4.3
4.3
36.1
27.6
72.3
Other liabilities
11.7
2.1
0.7
0.8
15.3
250.8
96.3
369.5
169.9
886.5
Derivatives: net settled
—
—
—
—
—
Derivatives: gross settled
—
—
—
—
—
Cash in flows
(105.6)
(10.3)
—
—
(115.9)
Cash out flows
109.2
8.1
—
—
117.3
Total cash flows
254.4
94.1
369.5
169.9
887.9
Interest rate risk management
The Group’s operating profit is affected by the cost of providing interest free credit to its customers.
This cost is in turn impacted by interbank lending rates, including SONIA. While the relationship is not
wholly direct, an increase in SONIA of one percentage point would reduce the Group’s reported revenue
by 0.8%.
The Group is also exposed to interest rate risk on its senior revolving credit facility, which bears interest at
a floating rate of credit spread adjusted SONIA plus a margin (3.10% at 29 June 2025); no related interest
rate hedging was in place as at 29 June 2025. Based on drawn amounts under the facility at that date,
an increase of one percentage point in SONIA would increase the Group’s annual interest cost by £0.6m.
23 FINANCIAL INSTRUMENTS: CATEGORIES AND FAIR VALUE
1
Derivatives in designated hedging relationships
—
0.1
Loans and receivables
10.9
7.9
Cash
13.9
26.8
Derivatives in designated hedging relationships
(8.4)
(1.2)
Senior revolving credit facility
(55.3)
(137.4)
Private placement debt
(50.0)
(50.0)
Bank overdraft
(13.9)
(2.6)
Finance lease obligations
(352.9)
(401.7)
All derivatives are categorised as Level 2 under the requirements of IFRS 13 as they are valued using
techniques based significantly on observed market data.
The Directors have reviewed for expected credit losses and consider the amount of any such losses
to be immaterial.
1. The Directors consider that the fair values of each category of the Group’s financial instruments are materially the same
as their carrying values.
24 FINANCIAL INSTRUMENTS: RISK MANAGEMENT
The objectives, policies and processes governing the treasury activities of the Group are reviewed and
approved by the Board. The Group’s documented treasury policy includes details of authorised counterparties,
instrument types and transaction limits and principles for the management of liquidity, interest and foreign
exchange risks. As part of its strategy for the management of these risks the Group uses derivative financial
instruments. The Group does not enter into or trade financial instruments, including derivative financial
instruments, for speculative purposes.
Liquidity risk
The Group manages its cash and borrowing requirements to ensure that it has sufficient liquid resources
to meet its obligations as they fall due while making efficient use of the Group’s financial resources.

Annual Report and Accounts 2025 DFS Furniture plc 123
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
A 10% strengthening of the above currencies against the Sterling at the period end would have had the
equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other
variables remain constant.
IAS 39 requires the Group to ensure that hedge accounting relationships are aligned with the Group’s risk
management objectives and strategy and to apply a qualitative and forward-looking approach to assessing
hedge effectiveness. The Group determines the existence of an economic relationship between the hedging
instrument and the hedged item based on the currency, amount and timing of their respective cash flows.
The Group assesses whether the derivative designated in each hedging relationship is expected to be, and
has been, effective in offsetting cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, the main sources of ineffectiveness are:
•
the effect of counterparties and the Group’s own credit risk on the fair value of the forward foreign
exchange contracts, which is not reflected in the change in the fair value of the hedged cash flows
attributable to the change in exchange rates; and
•
changes in the timing of the hedged transactions.
Financial risk management
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Group’s investment securities.
Investments of cash, borrowings and derivative instruments are transacted only through counterparties
meeting the credit rating and investment criteria specified in the Group’s treasury policy. The Group’s
exposure and the credit ratings of its counterparties are regularly reviewed. Concentrations of risk are
mitigated through the use of multiple counterparties and by counterparty limits which are reviewed and
approved by the Board. The Group considers that expected credit losses on derivative assets arising from
the default of counterparties are not material.
The Group does not have any significant credit risk exposure to any single counterparty or any group
of counterparties having similar characteristics.
Capital management
The capital structure of the Group consists of debt, as analysed in note 27, and equity attributable to the
equity holders of the parent company, comprising issued capital, reserves and retained earnings as shown
in the consolidated statement of changes in equity. The Group manages its capital with the objective that
all entities within the Group continue as going concerns while maintaining an efficient structure to minimise
the cost of capital. The Group is not restricted by any externally imposed capital requirements.
24 FINANCIAL INSTRUMENTS: RISK MANAGEMENT CONTINUED
Foreign exchange risk management
The Group is exposed to the risks of exchange rate fluctuations on the purchase of products denominated
in foreign currencies. Currency requirements are assessed by analysis of historical purchasing patterns by
month, adjusted as appropriate to take into account current trading expectations. The Group’s treasury
policy allows for the use of forward foreign exchange contracts to hedge the exchange rate risk arising
from these anticipated future purchases up to 18 months in advance. These contracts are designated
as cash flow hedges.
The table below summarises the forward foreign exchange contracts outstanding at the period end:
29 June 2025
30 June 2024
US Dollar
130.5
(8.4)
117.3
(1.2)
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary
liabilities at the reporting date are as follows:
Assets
Liabilities
US Dollar
1.1
14.5
(18.2)
(18.5)
Euro
5.7
5.8
(0.3)
(1.4)
Foreign currency sensitivity analysis
The Group’s primary foreign currency exposures are to US Dollars and the Euro. The table below illustrates
the hypothetical sensitivity of the Group’s reported profit and closing equity to a 10% weakening of these
currencies against Sterling, assuming all other variables were unchanged. The sensitivity rate of 10%
represents the Directors’ assessment of a reasonably possible change, based on historical volatility.
The analysis includes only outstanding foreign currency denominated monetary items and adjusts their
translation at the period end for a 10% change in foreign currency rates. The analysis assumes that exchange
rate fluctuations on currency derivatives that form part of an effective cash flow hedge relationship affect
the cash flow hedging reserve in equity.
Positive figures represent an increase in profit or equity.
Income statement
Equity
US Dollar
1.7
0.4
(12.2)
(11.6)
Euro
(0.5)
(0.4)
—
—

Annual Report and Accounts 2025 DFS Furniture plc124
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
RSP awards vest after a three year performance period (other than those granted shortly after Admission
vested in July 2017). For awards granted on or after 1 July 2019, 50% of awards made to each individual
are subject to either an earnings per share or underlying profit before tax performance target; remaining
awards are not subject to other performance conditions.
Based on the scheme rules ,the Group may settle the vested shares in cash sum equivalent to the market
value of the shares and this decision is driven solely at the discretion of the Board. During the year, the
Group settled none of the vested RSP shares by offering cash payments to participating employees
(2023: £0.3m). As there is no present obligation that the Group will settle future awards in cash,
the Group will continue to recognise the RSP as an equity settled scheme.
Save as You Earn (‘SAYE’)
SAYE schemes are currently available to all employees in the UK and Republic of Ireland, with invitations
to participate generally issued on an annual basis and subject to HMRC rules. The current maximum
monthly savings limit for the schemes is £500. Options are granted at the prevailing market share price
less a discount of 20% and vest three years from the date of grant.
The movements in outstanding awards under each of the schemes are summarised below:
Outstanding at the beginning of the period
—
3,934,713
121,355
5,013,705
11,003,088
Granted
2,414,615
—
—
—
1,628,837
Forfeited
(44,431)
(771,752)
(19,538)
(509,456)
(256,082)
Exercised
—
—
(60,211)
(286,163)
(49,491)
Lapsed
—
(455,805)
—
(303,891)
(385,263)
Cancelled
—
—
—
—
(1,248,880)
Outstanding at the end of the period
2,370,184
2,707,156
41,606
3,914,195
10,692,209
life (months)
29.9
9.3
3.8
11.5
16.2
Weighted average share price at exercise
—
—
—
£1.34
£1.41
Outstanding at the beginning of the period
—
2,567,546
60,211
3,765,977
10,925,424
Granted
—
2,034,223
61,144
2,678,998
4,627,564
Forfeited
—
(108,699)
—
(626,562)
(341,719)
Exercised
—
—
—
(402,385)
(38,425)
Lapsed
—
(558,357)
—
(402,323)
(495,001)
Cancelled
—
—
—
—
(3,674,755)
Outstanding at the end of the period
—
3,934,713
121,355
5,013,705
11,003,088
life (months)
—
19.2
9.7
20.0
23.1
Weighted average share price at exercise
—
—
—
£1.02
£1.14
25 SHARE BASED PAYMENTS
The Group has five share based payment schemes in operation:
DFS Group Share Plan (‘DSP’)
The DSP is a discretionary equity settled reward plan that allows the Group to grant conditional share
awards or nil-cost options to Executive Directors and other individuals in key roles in the Group. This
scheme was established in the year to replace the LTIP, DBS and RSP schemes. Under this plan, the
Remuneration Committee may award annual grants of restricted share awards in the form of nil-cost options
or conditional shares. Awards will ordinarily vest three years from the grant date of the awards, subject to
performance underpins based around a combination of key financial , strategic and sustainability measures,
with performance being assessed over the three year vesting period. If one or more of the performance
underpins are not met at the date of vesting, the Remuneration Committee would consider whether it
was appropriate to scale back the number of shares that vest under the award.
A two year holding period normally applies to awards granted to Executive Directors. No such holding
period applies to other awards. Further information on performance targets and awards made to Directors
is given in the Directors’ Remuneration Report on pages 73 to 87.
Long Term Incentive Plan (‘LTIP’)
The LTIP is a discretionary executive reward plan that allows the Group to grant conditional share awards
or nil-cost options to selected executives at the discretion of the Remuneration Committee. The scheme is
focused on the senior leadership roles in the Group, including Executive Directors. The maximum value of
LTIP awards granted to an individual is 150% of base salary, although the Remuneration Committee may
in exceptional circumstances increase this to 300%.
LTIP awards vest after a three year performance period subject to the achievement of performance measures
based on earnings per share, total shareholder return targets and ESG targets. Further information on LTIP
performance targets and awards made to Directors is given in the Directors’ Remuneration Report on
pages 73 to 87.
Based on the scheme rules, the Group may settle the vested shares in cash sum equivalent to the market
value of the shares and this decision is driven solely at the discretion of the Board. During the year, no LTIP
shares vested, so no cash payments were made to participating employees (2024: £nil). As there is no
present obligation that the Group will settle future awards in cash, the Group will continue to recognise
the LTIP as an equity settled scheme.
Deferred bonus scheme (‘DBS’)
25% of any bonus earned by the Executive Directors is granted as a deferred award under the Deferred
Bonus Plan. The deferred award ordinarily has a vesting period of three years, and its vesting is conditional
on the participant’s continued employment with the Group at the end of the vesting period unless they are
a ‘good leaver’.
Restricted Share Plan (‘RSP’)
The RSP is also a discretionary reward plan under which conditional share awards or nil-cost options may
be granted to individuals in key executive roles in the Group, excluding Executive Directors and other recipients
of LTIP awards. Awards may not exceed 50% of an individual’s salary for a particular financial year.

Annual Report and Accounts 2025 DFS Furniture plc 125
Strategic Report Corporate Governance Financial Statements Shareholder Information
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
26 NET CASH FROM OPERATING ACTIVITIES
Profit/(loss)for the period
24.2
(4.4)
Income tax expense
6
8.7
3.0
Finance income
5
(0.4)
(0.4)
Finance expenses
5
38.6
41.5
Exceptional financing costs
5
—
1.9
Depreciation of property, plant and equipment
8
17.2
22.0
Depreciation of right of use assets
9
54.0
55.8
Amortisation of intangible assets
10
13.0
13.7
Impairment of assets
8
1.3
0.3
Loss on sale of property, plant and equipment
3
0.3
2.0
Gain on disposal of right of use assets
3
(0.8)
(0.6)
Share based payment expense
25
2.8
3.2
Foreign exchange impact on cash flow hedges
1.1
(1.3)
Increase in trade and other receivables
(3.8)
(0.9)
Decrease/(increase)in inventories
2.4
(3.2)
Increase/(decrease)intrade and other payables
22.5
(15.9)
Increase in provisions
3.8
2.2
Net cash from operating activities before tax
184.9
118.9
Tax paid
(3.7)
(3.0)
Net cash from operating activities
181.2
115.9
27 NET DEBT
Cash in hand, at bank
26.8
(12.9)
—
13.9
Bank overdraft
(2.6)
(11.3)
—
(13.9)
(including bank overdraft)
24.2
(24.2)
—
—
Senior revolving credit facility
(137.4)
82.0
0.1
(55.3)
Private placement debt
(50.0)
—
—
(50.0)
Lease liabilities
(401.7)
88.7
(39.9)
(352.9)
Total net debt
(564.9)
146.5
(39.8)
(458.2)
25 SHARE BASED PAYMENTS CONTINUED
Save as You Earn (‘SAYE’) continued
At 29 June 2025 the weighted average exercise price of outstanding SAYE options was £0.91 (2024: £0.90)
and the range of exercise prices was £0.82 to £2.18 (2024: £0.82 to £2.18). At 29 June 2025 there were
126,056 (2024: 455,755) exercisable SAYE options, with a weighted average exercise price of £2.18
(2024: £1.62). There were no exercisable DSP, LTIP, DBP or RSP options at 29 June 2025 (2024: nil).
Fair value calculations
During the year awards were granted under the DFS Group Share Plan and the SAYE scheme. No awards
were granted under any other schemes. All awards are all accounted for as equity settled under IFRS 2.
The fair value of the awards is calculated using a Black-Scholes option pricing model, with a Chaffe protective
put method applied for awards that are subject to a holding period, to estimate a discount for the lack of
marketability. The inputs to these models for awards granted during the financial period are detailed below:
holding period
SAYE
Grant date
12 December 2024
12 December 2024
12 November 2024
Share price at date of grant
£1.44
£1.44
£1.39
Exercise price
—
—
£1.08
Volatility1
—
29.07%
34.35%
Expected life
3 years
5 years
3.43 years
Risk-free rate1
—
4.15%
4.11%
Dividend yield
—
2
—
2
Fair value per share
£1.44
£1.27
£0.54
1. Volatility and risk-free rates do not impact the fair value calculation for awards with no exercise price or market based
performance condition. In the Chaffe model applied for awards that are subject to a holding period, volatility has been
calculated over the period commensurate with the holding period immediately prior to the grant date, and the risk-free
rate is the rate obtained over a term equal to the vesting period plus the holding period.
2. DSP participants are entitled to receive dividend equivalents on unvested awards, therefore dividend yield does not
impact the fair value calculation.
Expected volatility is calculated over the period of time commensurate with the relevant performance
period or holding period. Expected life has been assumed to equate to the vesting period of the awards.
The total share based payment expense included in administration costs in respect of the above schemes
was £2.8m (2024: £3.2m).

Annual Report and Accounts 2025 DFS Furniture plc126
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
Results from discontinued operations:
52 weeks to 29 June 2025
53 weeks to
Revenue
—
—
—
—
Cost of sales
—
—
—
—
Gross profit
—
—
—
—
Selling and distribution costs
—
—
—
—
Administrative expenses
—
—
—
0.3
Operating profit before depreciation,
amortisation and impairment
—
—
—
0.3
Depreciation
—
—
—
—
Impairment
—
—
—
—
Operating profit
—
—
—
0.3
Finance expenses
—
—
—
—
Profit before tax
—
—
—
0.3
Taxation
—
—
—
—
operations
—
—
—
0.3
Non-underlying items from discontinued operations:
Closure credits
—
(0.3)
Closure credits relate to the release of provisions made in FY22 for costs associated with the closure of
these operations where the actual costs incurred were lower than had been expected when the provision
was made.
Cash flows from discontinued operations:
Net cash from operating activities
—
—
Net cash used in investing activities
—
—
Net cash used in financing activities
—
—
Net decrease in cash and cash equivalents
—
—
Cash and cash equivalents at beginning of period
0.3
0.3
Net cash and cash equivalents (including bank overdraft) at end of period
0.3
0.3
27 NET DEBT CONTINUED
Cash in hand, at bank
26.7
0.1
—
26.8
Bank overdraft
—
(2.6)
—
(2.6)
(including bank overdraft)
26.7
(2.5)
—
24.2
Senior revolving credit facility
(165.8)
28.0
0.4
(137.4)
Private placement debt
—
(50.0)
—
(50.0)
Lease liabilities
(411.4)
92.4
(82.7)
(401.7)
Total net debt
(550.5)
67.9
(82.3)
(564.9)
Non-cash changes include the addition of leases within the period, lease remeasurements, disposals
of leases, lease interest and the prepayment of debt issue costs net of amortisation.
28 RELATED PARTIES
Key management personnel
At 29 June 2025, Directors of the Company held 0.4% of its issued ordinary share capital (2024: 0.4%),
and a further 0.1% (2024: 0.1%) was held by other key management personnel. The compensation of key
management personnel (including the Directors) is as follows:
Emoluments
5.0
4.2
Share based payments expense
0.4
0.3
Company contributions to money purchase schemes
0.2
0.1
5.6
4.6
From time to time key management personnel or their related parties may buy goods from the Group.
These purchases are on the same terms and conditions as those entered into by other Group employees
or customers.
29 DISCONTINUED OPERATIONS
During the period to 26 June 2022 the Group took the decision to exit its operations in the Netherlands and
Spain. The cessation of these operations was completed in the year ended 25 June 2023, with the order
book at the point of closure being delivered during that year. The revenues and expenses of the discontinued
operations were therefore eliminated from the consolidated income statement for the Group’s continuing
operations and are shown as a separate single post-tax line item. Prior to being classified as discontinued
operations, these operations were included within the DFS segment of the Group’s segmental analysis.

Annual Report and Accounts 2025 DFS Furniture plc 127
Strategic Report Corporate Governance Financial Statements Shareholder Information
COMPANY BALANCE SHEET
AT29JUNE2025
Note
29 June 2025
£m
30 June 2024
£m
Non-current assets
Investments 2 260.5 257.7
Amounts due from Group companies 3 275.0 275.0
535.5 532.7
Current liabilities
Amounts due to Group companies 4 (72.8) (72.8)
Net assets 462.7 459.9
Capital and reserves
Called up share capital 5 23.6 23.6
Sharepremium 5 40.4 40.4
Mergerreserve 5 18.6 18.6
Capital redemption reserve 5 360.1 360.1
Treasury shares 5 (2.9) (2.9)
Sharesheldbyemployeebenefittrust 5 (5.3) (5.9)
Retainedearnings 28.2 26.0
Equityshareholders’funds 462.7 459.9
TheCompany’sprofitfortheperiodwas£nil(2024:£nil).
ThesefinancialstatementswereapprovedbytheBoardofDirectorson25September2025andweresignedonitsbehalfby:
Tim Stacey Marie Wall
ChiefExecutiveOfficer InterimChiefFinancialOfficer
Company registered number: 07236769

Annual Report and Accounts 2025 DFS Furniture plc128
Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY
AT29JUNE2025
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Capital
redemption
reserve
£m
Treasury
shares
£m
Sharesheldby
employee
benefit trust
£m
Retained
earnings
£m
Total
equity
£m
Balance at 25 June 2023 24.1 40.4 18.6 359.6 (10.1) (6.6) 40.2 466.2
Profit for the period — — — — — — — —
Othercomprehensiveincome — — — — — — — —
Total comprehensive income for the period — — — — — — — —
Dividendspaid — — — — — — (9.5) (9.5)
Cancellation of treasury shares (0.5) — — 0.5 7.2 — (7.2) —
EmployeeBenefitTrustsharesissued — — — — — 0.7 (0.7) —
Sharebasedpayments — — — — — — 3.2 3.2
Balance at 30 June 2024 23.6 40.4 18.6 360.1 (2.9) (5.9) 26.0 459.9
Profit for the period — — — — — — — —
Othercomprehensiveincome — — — — — — — —
Total comprehensive income for the period — — — — — — — —
EmployeeBenefitTrustsharesissued — — — — — 0.6 (0.6) —
Sharebasedpayments — — — — — — 2.8 2.8
Balance at 29 June 2025 23.6 40.4 18.6 360.1 (2.9) (5.3) 28.2 462.7

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Strategic Report Corporate Governance Financial Statements Shareholder Information
1 ACCOUNTING POLICIES
Basis of preparation
ThefinancialstatementsarepreparedinaccordancewithFinancialReportingStandard101Reduced
DisclosureFramework(‘FRS101’).
In preparing these financial statements, the Company applies the recognition, measurement and disclosure
requirementsofinternationalaccountingstandardsinconformitywiththerequirementsoftheCompanies
Act2006(‘UK-adoptedIFRSs’),butmakesamendmentswherenecessaryinordertocomplywith
CompaniesAct2006.TheCompanyhasappliedtheexemptionavailableunderFRS101inrespect
ofthefollowingdisclosures:
•
acashflowstatementandrelatednotes;
•
comparativeperiodreconciliationsforsharecapital;
•
disclosuresinrespectoftransactionswithwhollyownedsubsidiaries;
•
disclosuresinrespectofcapitalmanagement;and
•
theimpactofnewbutnotyeteffectiveIFRSs.
Astheconsolidatedfinancialstatementsincludetheequivalentdisclosures,theCompanyhasalsotaken
theexemptionavailableunderFRS101inrespectofIFRS2ShareBasedPaymentsdisclosuresofGroup
settledsharebasedpayments.UnderSection408oftheCompaniesAct2006,theCompanyisnot
requiredtopresentitsownprofitandlossaccount.TheCompany’sprofitfortheperiodwas£nil(2024:£nil).
TheCompanyproposestocontinuetoadoptthereduceddisclosureframeworkofFRS101initsnext
financial statements.
Theaccountingpoliciessetoutbelowhave,unlessotherwisestated,beenappliedconsistentlytoall
periods presented in these financial statements.
Going concern
TheCompanyheadsaGroupthatiscurrentlyoperatingwithtotalavailabledebtof£250.0m.InDecember
2024theGroup’srevolvingcreditfacility(‘RCF’)wasextendedby16monthstoJanuary2029.TheGroup’s
existingdebtfacilitiesareavailableasfollows:£250mtoSeptember2027,£225mtoSeptember2028,
£200mtoJanuary2029and£25mtoSeptember2030.
At18September2025,thelastpracticabledatepriortoapprovaloftheannualreport,£125.0m
oftherevolvingcreditfacilityremainedundrawn,inadditiontocashinhand,atbankof£6.4m.
TheDirectorshaveconsideredtheprojectedtradingandcashflowforecastsfortheCompany,including
theinherentuncertaintyinforecastingtheimpactofthecurrenteconomicandpoliticalenvironment,and
areconfidentthattheCompanyhasadequateresourcestocontinuetomeetallliabilitiesasandwhenthey
falldueforatleasttwelvemonthsfromthedateofapprovalofthesefinancialstatements.Accordingly,the
financial statements are prepared on a going concern basis.
Investments
Investments are stated at cost, less any accumulated impairment losses. Carrying values of investments
insubsidiarycompaniesarereviewedateachreportingdatetodeterminewhetherthereisanyindication
ofimpairment.Ifanysuchexists,thentheinvestment’srecoverableamountisestimatedbasedonavalue
in use calculation. An impairment loss is recognised if the carrying amount of the investment exceeds its
estimated recoverable amount. Impairment losses are recognised in profit or loss.
Amounts due from and to Group companies
AmountsreceivablefromorpayabletoothercompanieswithintheCompany’sgrouparerecognisedinitially
atfairvalueandsubsequentlymeasuredatamortisedcostlessallowancesforexpectedcreditlosses.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income
statement except to the extent that it relates to a business combination, or items recognised directly in
equityorothercomprehensiveincome.Deferredtaxisprovidedontemporarydifferencesbetweenthe
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes.
Share based payments
Awards(optionsorconditionalshares)grantedbytheCompanyoveritsownsharestotheemployees
ofsubsidiarycompaniesarerecognisedintheCompany’sownfinancialstatementsasanincreaseinthe
cost of investment in subsidiaries. The amount recognised is equivalent to the equity settled share based
payment charge recognised in the consolidated financial statements. The corresponding credit is recognised
directly in equity.
Treasury shares
WheretheCompanypurchasestheCompany’sequitysharecapitalintotreasury(treasuryshares),
theconsiderationpaid,includinganydirectlyattributableincrementalcostsisdeductedfromequity
attributable to the Company’s equity holders until the shares are cancelled, reissued or disposed of.
Employee Benefit Trust shares
TheEmployeeBenefitTrustholdsordinaryshareswhichareissuedforthepurposeofsatisfyingfuture
employeesharebasedpaymentsawardsandisconsolidatedintotheGroupfinancialstatements.
TransactionswiththeEmployeeBenefitTrustarerecogniseddirectlyinequity.
Audit fees
Amounts receivable by the Company’s auditor, and its associates in respect of services to the Company and
its associates, other than the audit of the Company’s financial statements, have not been disclosed as the
information is required instead to be disclosed on a consolidated basis in the consolidated financial statements.
Directors’ remuneration and staff numbers
TheCompanyhasnoemployeesotherthantheDirectors,whodidnotreceiveanyremunerationfortheir
servicesdirectlyfromtheCompanyineitherthecurrentorprecedingperiod.TheDirectorsconsiderany
allocationoftheirtimespentonmattersrelatingsolelytotheCompanytobetrivial.Seenote28tothe
consolidatedfinancialstatementsforKeyManagementPersonnelcompensation.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
AT29JUNE2025

Annual Report and Accounts 2025 DFS Furniture plc130
Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
AT 29 JUNE 2025
2 INVESTMENTS
Sharesinsubsidiaryundertakings
29 June 2025
£m
30 June 2024
£m
Cost and net book value
At the start of the financial period 257.7 254.5
Additions 2.8 3.3
At the end of the financial period 260.5 257.8
DetailsoftheCompany’sinvestmentsaregiveninnote11totheconsolidatedfinancialstatements.
Additions in the current and prior period relate to capital contributions made in respect of share based
payments schemes for the Group’s employees.
AsaconsequenceoftheCompany’ssharepriceat29June2025,avalueinusecalculationwasperformed
totestthecarryingvalueoftheinvestmentsforimpairment.Thekeyassumptionsusedwereinlinewith
those set out in note 10 to the consolidated financial statements. The value in use calculations assessed
thevalueinuseofequityonly,andshowedasignificantheadroombetweenthecalculatedvalueinuseand
thecarryingvalueoftheinvestmentsintheCompanyfinancialstatements.Anumberofsensitivitieswere
thenappliedtothebasecasemodeltoassesswhetheranyreasonablypossiblechangesinassumptions,
includingasimultaneousshortfallinrevenueandgrossmargin,couldcauseanimpairmentthatwouldbe
materialtotheseCompanyfinancialstatements.Amountsduefromsubsidiaryundertakingshavebeen
considered and assessed for recoverability alongside the assessment of the recovery of the cost of
investmentsbutnoassumptionofpaymenthasbeenmadeinthecashflowcalculationsonthebasis
thatthereisnointentionfortheintercompanybalancestoberecalledforatleast12monthsfromthe
dateoftheaccountsbeingsigned.
OnthebasisofthisanalysistheDirectorsconcludedthatareasonablypossiblechangeinassumptions
wouldnotleadtoanimpairmentbeingrecognised.
CoinFurnitureLimited(Companynumber08586227)andDFSSpainLimited(Companynumber09668511)
are exempt from the requirement of the Companies Act relating to the audit of individual financial statements
byvirtueofs479AoftheCompaniesAct2006.DFSFurnitureplcwillguaranteethedebtsandliabilitiesof
theseentitiesinaccordancewithSection479CoftheCompaniesAct2006.
3 DEBTORS
29 June 2025
£m
30 June 2024
£m
Amountsduefromsubsidiaryundertakings(non-interestbearing,repayable
ondemand) 275.0 275.0
Amountsduefromsubsidiaryundertakingshavebeenclassifiedasnon-currentassetsastheyarenot
expectedtobesettledwithinthenext12months.TheDirectorshavereviewedforexpectedcreditlosses
and consider the amount of any such losses to be immaterial.
4 CREDITORS: AMOUNTS DUE IN LESS THAN ONE YEAR
29 June 2025
£m
30 June 2024
£m
Amountsduetosubsidiaryundertakings
(non-interestbearing,repayableondemand) 72.8 72.8
5 CAPITAL AND RESERVES
Share capital
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company.
Number of shares
‘000
Ordinaryshares
£m
Ordinary shares of £0.10 each
Allotted, called up and fully paid
At the start and end of the financial period 236,000 23.6
On3May20244,678,120ordinaryshareswhichhadbeenheldintreasurywerecancelled.
Share premium
The share premium account represents the surplus of consideration received for issued ordinary share
capitaloveritsnominalvalue.Thisaroseontheissueofordinaryshareson11March2015.
Merger reserve
The merger reserve arose on the issue of shares in the Company in exchange for minority interests
intheissuedsharecapitalofasubsidiarycompanyon10March2015.
Capital redemption reserve
The capital redemption reserve represents the par value of cancelled treasury shares.
Treasury shares
WheretheCompanypurchasestheCompany’sequitysharecapitalintotreasury(treasuryshares),
theconsiderationpaid,includinganydirectlyattributableincrementalcosts,isdeductedfromequity
attributable to the Company’s equity holders until the shares are cancelled, reissued or disposed of.
Notreasuryshareswerecancelledduringtheyear(2024:4,678,120werecancelledon3May2024).
NoneoftheCompany’sownordinaryshares(2024:nil)wereusedtosatisfyemployeesharebased
paymentawardsduringtheyear.At29June2025theCompanyhad1,855,580ordinarysharesheld
intreasury(2024:1,855,580).
Employee Benefit Trust shares
TheEmployeeBenefitTrustholdsordinaryshareswhichareissuedforthepurposeofsatisfyingfuture
employeesharebasedpaymentsawardsandisconsolidatedintotheGroupfinancialstatements.
Duringtheperiodended29June2025theCompanyused395,865sharesfromtheEmployeeBenefitTrust
tosatisfyemployeesharebasedpaymentsawards(2024:172,800).At29June2025theEmployeeBenefit
Trustheld3,060,209oftheCompany’sordinaryshares(2024:3,456,074).Dividendsarewaivedonall
sharesheldbytheEmployeeBenefitTrust.

Annual Report and Accounts 2025 DFS Furniture plc 131
Strategic Report Corporate Governance Financial Statements Shareholder Information
FINANCIAL HISTORY
AT29JUNE2025
FY25 FY24 FY23 FY22
FY21
Restated
1
Gross sales £m 1,388.3 1,311.8 1,423.6 1,474.6 1,359.4
Revenue £m 1,030.3 987.1 1,088.9 1,149.8 1,060.2
UnderlyingEBITDA £m 157.2 142.0 157.4 175.9 224.0
Underlyingprofit/(loss)beforetaxexcludingbrandamortisation £m 30.2 10.5 30.6 60.3 109.2
Profit/(loss)beforetaxfromcontinuingoperations £m 32.9 (1.7) 29.7 58.5 102.6
Basic earnings per share from continuing operations p 10.5 (2.0) 9.8 17.3 35.8
Ordinarydividendspershare p — 1.1 4.5 7.4 7.5
Specialdividendspershare p — — — 10.0 —
Purchaseofownshares £m — — 30.9 4.4 —
1RestatedtoexcludeoperationsbecomingdiscontinuedinFY22.

Annual Report and Accounts 2025 DFS Furniture plc132
Shareholder Information
SHAREHOLDER INFORMATION
CONTACTS
Chief Executive Officer
TimStacey
Interim Chief Financial Officer
MarieWall
Group General Counsel and
Company Secretary
ElizabethMcDonald
liz.mcdonald@dfs.co.uk
Investor relations
Phil Hutchinson
investor.relations@dfs.co.uk
Corporate website
www.dfscorporate.co.uk
Registered office
DFS Furniture plc
1RockinghamWay
RedhouseInterchange
Adwick-le-Street
DoncasterDN67NA
Corporate advisers
Auditor
KPMG LLP
1StPeter’sSquare
ManchesterM23AE
Remuneration adviser
Deloitte LLP
2NewStreetSquare
LondonEC4A3BZ
Brokers
Peel Hunt Limited & Panmure Liberum
LinklatersLLP
OneSilkStreet
LondonEC2Y8HQ
SHAREHOLDER ENQUIRIES
TheCompany’sregistrarisEquiniti.TheEquiniti
teamwillbepleasedtodealwithanyquestions
regarding your shareholding or dividends. Please
notify them of your change of address or other
personalinformation.Equiniti’saddressdetailsare:
Equiniti Limited
Aspect House
SpencerRoad
Lancing
WestSussexBN996DA
Equinitihelpline:03713842030.
Overseasholdersshouldcontact:
+44(0)1214157047
Lines are open 8.30am to 5.30pm,
MondaytoFriday(excludingpublicholidays).
Shareholderscanmanagetheirshareholdingonline
and facilities include electronic communications,
account enquiries, amendment of address and
dividend mandate instructions.
ELECTRONIC COMMUNICATIONS
ShareholderswillreceivetheAnnualReportand
Accounts and other documentation electronically,
unlesstheyinformourregistrarthattheywould
liketocontinuetoreceiveprintedmaterials.Thisis
in line best practice and underpins our commitment
toreducingwaste.Shareholdersmayview
shareholder communications online instead of
receivingtheminhardcopy.Shareholdersmay
electtoreceivenotificationsbyemailwhenever
shareholder communications are added to the
websitebyvisitingwww.shareview.co.ukand
registering online.
Forinstitutionalinvestorenquiries,pleasecontact:
Teneo
The Carter Building
11PilgrimStreet
LondonEC4V6RN
+44(0)2073534200
FINANCIAL CALENDAR
FY25fullyearresults 25September2025
AnnualGeneralMeeting 14November2025
ANNUAL GENERAL MEETING 2025
Thisyear’sAGMwillbeheldat2.30pmon
14November2025atDFSGroupSupportCentre,
1RockinghamWay,RedhouseInterchange,
Adwick-le-Street,Doncaster,DN67NA.
REPORT AND ACCOUNTS
Company registered number 07236769.
CORPORATE WEBSITE
www.dfscorporate.co.uk

DFS Furniture plc's commitment to environmental issues is
reflected in this Annual Report, which has been printed on
Revive100 Offset and Amadeus Silk, both FSC
®
certified
material. This document was printed by L&S using its
environmental print technology, which minimises the impact
ofprinting on the environment, with 99% of dry waste diverted
from landfill. The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
Produced by Design Portfolio www.design-portfolio.co.uk

www.dfscorporate.co.uk
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DFS Furniture plc Annual Report and Accounts 2025