Company number 3263464
Report and Accounts
Year ended 31 March 2025
Telecom Plus PLC Page 1 of 188 31 March 2025
Registered number 3263464
Contents
Strategic report
Financial and Operational Highlights 2
At a glance 3
Investment case 4
Chairman’s Statement 6
Chief Executive’s Review 11
Financial Review 22
Principal Risks and Uncertainties 26
People and Organisation 34
Sustainability Report 40
Task Force on Climate-Related Financial Disclosures Report 55
Governance
Board of Directors 66
Corporate Governance Statement 69
Nomination Committee Report 79
Audit and Risk Committee Report 84
Directors’ Remuneration Report 88
Directors’ Report 109
Directors’ Responsibilities 115
Financial Statements
Independent Auditor’s Report to the members of Telecom Plus PLC 117
Financial Statements 131
Notes to the Financial Statements 137
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Financial and Operational Highlights
● Revenues of £1,838.2m (2024: £2,039.1m)
● Gross profit up 0.8% to £358.1m (2024: £355.2m)
● Adjusted pre-tax profit* up 8.1% to £126.3m (2024: £116.9m)
● Statutory pre-tax profit up 5.4% to £105.9m (2024: £100.5 m)
● Adjusted EPS* up 9.4% to 119.2p (2024: 109.0p)
● Statutory EPS up 7.1% to 96.3p (2024: 89.9p)
● Full year dividend up 13.3% to 94p (2024: 83p) per share
● Net debt to adjusted EBITDA ratio at 0.8x
● Number of customers up 15.0% to 1,163,608 (including around 25,000
fixed-line/broadband customers acquired from a subsidiary of the
TalkTalk Group) (2024: 1,011,489)
● Number of services supplied up by 265,496 to 3,392,593 (2024:
3,127,097)
● Awarded Which? Recommended Provider status for Energy and
Broadband, the first company to hold both awards simultaneously, and
rated “Excellent” on Trustpilot
● Increase in Partner numbers to 71,710 (2024: 68,251), reflecting
ongoing strong demand for our income opportunity as cost-of-living
pressures and the pensions crisis continue
* Adjusted pre-tax profit (£126.3m), adjusted EBITDA (£148.1m) and Adjusted EPS exclude share incentive scheme
charges (£3.4m), the amortisation of the energy supply contract intangible asset (£11.2m) and restructuring costs
(£5.7m). The reconciliations for adjusted pre-tax profit, adjusted EBITDA and net debt, and adjusted EPS, are set
out in notes 1 and 19 respectively of the financial statements.
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At a glance
A multiservice platform for subscription-style essential household services
A track record of growth in all conditions: on track for two million customers
The business has delivered uninterrupted growth in customer numbers for every one of its 25+
years. This has been achieved in a broad spectrum of market and macroeconomic conditions,
demonstrating the continuing strength of our business model, as well as the sustainable
double-digit customer growth and earnings potential ahead. We remain firmly on track to reach
two million customers and beyond over the medium term.
Our structural cost advantage
Our unique multiservice customer proposition allows our customers to bundle many of their
essential household services together with UW. As a result, we receive up to four core revenue
streams per customer but have just one back office supporting all the services we provide to
them. This gives us an inbuilt and enduring cost advantage that our competitors have been
unable to replicate. We share this benefit with our customers through lower prices.
Fair pricing and loyal customers
This long-term, fair pricing approach, enhanced by top-rated customer service and the
convenience of having one account, one bill, and one app to manage all their household
services, builds loyalty to our brand amongst our customers; as a result, our typical
homeowning customers display below-market rates of churn and bad debt, further
compounding our cost advantage, and giving us the high earnings visibility typically found
within other B2C subscription style businesses.
Our unique word of mouth customer acquisition model
The key to acquiring new multiservice customers is our unique and hard-to-replicate word-of-
mouth acquisition model. Over many years we have built up a UK-wide community of over
71,000 Partners who are real advocates for our proposition. They help overcome the natural
inertia that exists to simultaneously switch multiple essential household services by personally
explaining to family, friends, work colleagues and acquaintances the convenience of a single
UW account for all their household services and the long-term value we offer. This unique
approach enables us to successfully grow our multiservice customer base in a way that other
customer acquisition strategies cannot replicate. Our Partners are attracted by the opportunity
to earn a second income amidst cost-of-living pressures, the flexible nature of the work, the
need to build a secure income for their retirement and by the sense of doing something
worthwhile by helping their community, friends and family save money on their essential
household services.
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Investment case
Why invest in Telecom Plus?
Our unique platform for subscription-style essential services has a clear purpose: to help
households save time and money, whilst benefitting from award-winning customer service. We
have partnerships with leading suppliers of energy, broadband, mobile and insurance and a
high-quality customer base. This leads to a high growth, predictable, capital-light and cash
generative business model supporting a clear capital allocation policy which prioritises cash
returns to shareholders through a progressive dividend policy.
1. The UK’s only integrated platform covering a broad cross section of
subscription-style essential household services
We have a unique award-winning customer proposition providing multiple essential services
(including energy, broadband, mobile and insurance) to over 1.1 million UK customers under
the Utility Warehouse brand. This provides consistently larger savings than peers and simplicity
through a single bill and point of service.
2. Significant growth opportunity
Our ability to offer lower prices than competitors, combined with award-winning customer
service, means we are able to achieve sustainable double-digit customer growth. We are the
leading challenger in our markets and with a c.3% share of the UK energy market, c.1% share
of the broadband and mobile markets and a nascent position in insurance there is ample
opportunity for growth.
3. Differentiated route to market
Our business model is based on a unique and hard-to-replicate word-of-mouth route to market.
Our Partners refer UW to their friends, family and personal networks, attracting loyal
multiservice homeowner customers which other operators find hard to reach. Customer
satisfaction and loyalty gives market-leading customer lifetimes and lower bad debts. Our
Partners value the opportunity to earn an additional long-term income stream, providing a
high-quality and low-cost means of customer acquisition, while fulfilling our social purpose.
4. Structural cost advantage
We have a structural cost advantage as we have multiple revenue streams but only one set of
overheads, unlike our competitors. This allows us to offer the most attractive prices to our
multiservice customers, permitting us to be more profitable and to reinvest in the business to
improve our value for money still further – reinforcing our competitive position and sustaining
our superior growth rate.
5. Capital light business model
We do not own any infrastructure, as we are a virtual service provider meaning we do not need
significant capital expenditure to grow. We are able to offer high-quality services from the best
providers, benefiting from 20+ year relationships and long-term contracts. Our long track
record increases supplier and Partner confidence in us. Our model means we differentiate on
price, simplicity and service while not being exposed to either capacity or technology risk.
6. Proven financial track record with strong returns
We generate predictable, recurring and growing earnings from the supply of essential services.
We are highly cash generative due to our capital light model. Since FY21 the Company has
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delivered compound annual growth rates of 15.3% in customer numbers, 19.9% in gross profit,
22.5% in adjusted pre-tax profit and 13.3% in dividend per share. We consistently generate
strong returns with a ROCE above 30%. We pursue a progressive distribution policy with a total
pay out of 80-90% of adjusted post-tax profit via dividends, while maintaining a conservative
level of gearing appropriate for a listed company.
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Chairman’s Statement
I am pleased to report another strong performance during FY25 with double-digit percentage
customer growth, record profits and a record dividend.
Adjusted pre-tax profits increased by 8.1% to £126.3m (2024: £116.9m), in-line with
market expectations, reflecting the continuing double-digit growth in our customer numbers,
and lower average energy prices compared to the prior year.
The Ofgem energy price cap during FY25 averaged £1,700 (2024: £2,140); a fall of over
20%. This significant reduction led to a fall in overall revenues to £1,838.2m (2024:
£2,039.1m) despite an increase in service numbers and higher revenues from non-energy
services. These factors were also responsible for our higher gross profit margin of 19.5%
(2024: 17.4%) and the modest 0.8% increase in our gross profit to £358.1m (2024:
£355.2m). Adjusted earnings per share for the year rose by 9.4% to 119.2p (2024: 109.0p).
Statutory pre-tax profits rose by 5.4% to £105.9m (2024: £100.5m), and statutory EPS rose
by 7.1% to 96.3p (2024: 89.9p).
Our strong growth continued during the year, with customer numbers increasing by 15.0% to
1,163,608 (2024: 1,011,489) including around 25,000 fixed-line/broadband customers acquired
from TalkTalk as part of a cross-sell transaction (and an organic growth rate of 12.6%
excluding the impact of these). Churn increased to 13.7% due to the recent sharp fall in
forward energy wholesale prices, a market dynamic which tends to support introductory tariffs
at a significant discount to the prevailing Price Cap in the short term; the Price Cap level is
expected to decrease from July and remain relatively stable during the remainder of FY26,
which should support a reduction in churn back towards historically lower levels.
Service numbers increased by 265,496 to 3,392,593 (2024: 3,127,097); this rate of growth
should accelerate going forwards following the recent relaunch of our insurance products.
We were pleased to agree terms with TalkTalk for a cross-sell transaction, under which a total
of c.95,000 TalkTalk fixed-line/broadband customers are being transferred to UW for an
undisclosed sum, with a view to us upselling additional utility services to them through our
Partner network; this will support the anticipated acceleration in our service growth this year,
as mentioned above. The first 25,000 of these customers were transferred during Q4 of FY25. If
this is successful, it can be expected to open up additional exciting growth opportunities (both
inorganic and partnership) in the future.
Across the UK, families have continued to face cost-of-living pressures, and we are proud of the
role we play in helping both customers and Partners address these challenges. Our unique
business model shares the benefits we derive from our integrated platform with our customers
(by giving them sustainable long-term savings on their essential household subscription-style
services). Meanwhile our Partner opportunity offers hard-working people, from all walks of life,
the ability to earn an additional long-term income (which helps offset their rising cost of living
whilst building financial freedom). With a pension crisis looming over the medium term, the
need for this income is becoming ever more urgent; as a result, we are seeing strong ongoing
interest in our Partner opportunity, with our total Partner numbers increasing to over 71,000.
I am very proud of the commitment and hard work of our employees who were critical in
achieving another record company performance. Amongst other achievements, we became a
Which? Recommended Provider for both Energy and Broadband, the first company to hold
both awards simultaneously. We were awarded “Best Value for Money” and “Best Customer
Service” by Uswitch in their 2024 Energy Awards, were rated the top energy supplier for
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customer service by Citizens Advice; and maintained an “Excellent” rating on Trustpilot.
These accolades reflect the outstanding customer service delivered by our colleagues and the
dedication of our Partners, as well as the great value for money of our customer offering.
Sustainability
Our people and communities are central to our strategy. We focus on sustainability through
building long-term relationships with customers and Partners, supporting our employees, and
conducting business responsibly. This includes considering our wider impact on society and the
environment around us, and supporting the UK’s transition to net zero.
Based on our FY24 Diversity & Inclusion audit, we've developed a Diversity, Inclusion and
Belonging (DI&B) vision and strategy to ensure our employees feel they belong and can achieve
their full potential. We also launched a new employee-led Belonging Group with the aim of
celebrating and supporting neurodiversity at UW, bringing the total number of Belonging
Groups to seven. Our DI&B initiatives have enabled us to exceed our targets for management
roles held by women and ethnically diverse employees, helping us achieve our commitment to
career progression for all.
As UK families face ongoing cost-of-living challenges, we are proud to help customers save on
household services, while offering Partners an opportunity to earn additional income. Last year,
we commissioned research to assess the socio-economic impact of our Partner opportunity and
were thrilled to discover that 86% of the Partners who participated felt that being able to earn
flexibly through UW had improved their quality of life; 79% said that this income had provided
them with a greater sense of financial empowerment and 53% stated the boost in skills and
confidence enabled them to increase their income outside UW, change jobs, progress their
career or start their own business.
We continue supporting vulnerable customers nationwide through our company-funded
Hardship Fund, while our new Electric Vehicle (EV) tariff and enhanced Smart Export Guarantee
(SEG) tariff help us to better serve our customers as the UK’s energy retail market continues to
evolve alongside the UK’s transition toward net zero.
Our FY26 ESG objectives demonstrate our ongoing commitment to sustainability, with further
details available in our ESG and Sustainability Reports.
Corporate governance
The UK Corporate Governance Code (the "Code") encourages the Chairman to report personally
on how the principles in the Code relating to the role and effectiveness of the Board have been
applied.
As a Board we are responsible to the Company's shareholders for delivering sustainable
shareholder value over the long term through effective management and good governance. A
key role of mine, as Non-Executive Chairman, is to provide strong leadership to enable the
Board to operate effectively.
We believe that open and rigorous debate around the key strategic issues, risks and
opportunities faced by the Company is important to achieving our objectives and the Company
is fortunate to have non-executive directors with diverse and extensive business experience
who actively contribute to these discussions.
Further detail on the Company's governance processes and compliance with the Code is set out
in the Corporate Governance Statement.
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Dividend and capital allocation
The Company continues to deliver strong underlying cash generation, notwithstanding our
ongoing double-digit organic customer growth.
We are proposing a final dividend of 57p (2024: 47p), bringing the total for the year to 94p
(2024: 83p); an increase of over 13%. Subject to approval by shareholders at the
Company's AGM which will be held on 6 August 2025, this will be paid on 15 August 2025 to
shareholders on the register at the close of business on 25 July 2025. This takes the total
return to shareholders for FY25 to 80% of adjusted post-tax profit (see note 1).
The Board adopts a disciplined approach to the allocation of capital, with the overriding
objective being to enhance long-term shareholder value, whilst maintaining an appropriate
level of gearing; this means retaining sufficient resources within the business to ensure that
our organic growth is not constrained by lack of capital. We intend to continue following a
progressive distribution policy, returning 80-90% of adjusted post-tax profit to shareholders
over the medium term via dividends.
Board changes
Stuart Burnett assumed overall responsibility for the business as sole CEO at the AGM in
August 2024, following the departure of former Co-CEO Andrew Lindsay. Andrew is
continuing to support our Partner network on a part-time basis as President of Team Purple.
We also welcomed Bindi Karia as a new independent non-executive director to the Board
following the AGM. We expect her extensive experience, particularly in technology and
innovation (where she has held senior board, investment, and advisory roles across the
technology sector in Europe), to be of considerable value over the coming years.
As announced on 24 June, we look forward to welcoming Gemma Godfrey and Phil Bunker
who will be joining the Board following the forthcoming AGM in August, and I would like to
take this opportunity to thank Bea Hollond and Andrew Blowers, who are stepping down from
the Board at the AGM in August and in December respectively, for the significant
contributions both of them have made over the last c. nine years as non-executive directors.
Suzi Williams will be assuming the role of Senior Non-executive Director following Bea
Hollond’s departure.
Outlook
Significant growth opportunity
UW remains in a unique position as the UK’s only fully integrated provider of a broad range of
subscription-style essential household services, spanning energy, broadband, mobile and
insurance. Our multiservice proposition delivers long-term savings funded by the inherent
efficiency of our integrated platform, with significant and growing appeal. This sustainable cost
advantage sets us apart from our competitors, each of whom are focused on individual market
segments. With 97 out of every 100 UK households taking their essential household services
from one of these other suppliers, our growth opportunity has barely been tapped.
Since FY21, we have grown our customer numbers at an annualised compound rate of around
15.3%, spanning a period during which energy commodity prices increased steeply and then
fell sharply, before stabilising at or around current levels. During the period of steeply rising
energy prices, our annualised customer growth rate was in excess of 20% (albeit on a smaller
opening customer base), whilst during the periods of both falling and now broadly stable prices
our annualised organic growth rate has been consistently between 12-14%, giving us
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confidence in our ability to continue growing our customer base at a compound annual double
digit growth rate to two million households (and beyond) over the medium term.
Regulatory environment
We now operate in a more sustainable and responsible regulatory environment for retail energy
suppliers. The combination of new capital adequacy requirements being imposed upon suppliers
and the low regulatory EBIT margin allowed by Ofgem, make it extremely challenging for any
standalone energy supplier to sell below the level of the price cap and earn an acceptable
return on capital. As a result, we are uniquely positioned to out-compete over the longer term,
increasing our market share both sustainably and profitably.
Notwithstanding these constraints, the retail energy market remains competitive, with the
major energy suppliers actively seeking to acquire new customers through offering a range of
attractive fixed price introductory tariffs, supported by the recent significant fall in the
wholesale energy forward price curve; but importantly, pricing remains rational.
Energy prices & operating costs
The average energy price in FY26 is currently expected to remain relatively stable compared
with FY25, settling between around £1,650 and £1,750. Ofgem has also undertaken a review of
the operating cost allowances within the energy price cap, to reflect the progress made across
the industry in delivering efficiencies over recent years. Together with the recent increases in
National Insurance and National Living Wage announced in the budget last year, this will
present a modest headwind in FY26, which we will look to mitigate through further economies
of scale and other operating cost savings.
Looking forward, we retain a number of levers for expanding our EBITDA per customer over
time, including optimising our multiservice pricing, growing service penetration and improving
our operating leverage.
Guidance
We remain focused on growing the size of the business to two million customers (and beyond),
with the following medium-term internal base case planning assumptions:
Annual percentage customer growth is expected to remain within the 10-15% range.
Adjusted pre-tax profits are expected to increase broadly in line with customer growth.
Excess capital will be returned to shareholders through a progressive dividend with a
payout of between 80-90% of adjusted post-tax profit.
For FY26 specifically, we anticipate that:
adjusted pre-tax profits will be within a range of £132m-£138m which is slightly below
the level of customer growth due to the one-off headwinds referred to above;
total customer growth will be around 15% (including the balance of the customers to be
transferred from TalkTalk), with continuing low double digit organic customer growth;
and
dividend growth will be in line with our increased adjusted post-tax profit.
We will continue to invest in our people and technology at all levels as we continue to scale -
both of which are vital to delivering an exceptional UW experience - whilst evolving and
improving our systems and digital capabilities. During what seems likely to be a challenging
period for the global economy, we are fortunate that our business model makes us largely
immune to any changes in trade tariffs, interest rates, economic growth or business confidence.
Indeed, such environments have historically been positive for us, with increasing numbers of
people seeking additional income sources and ways to reduce their household bills. At the same
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time, many households in the UK are also struggling with the question of how to provide for a
comfortable retirement; we remain convinced that our Partner opportunity is a compelling
answer to that challenge for people from all backgrounds and walks of life.
I would like to thank my boardroom colleagues for their support and all our staff and Partners
for their energy, determination and commitment through another excellent year of growth, and
for the significant contribution they are making to the ongoing strong performance of the
business.
We have once again grown our customer base by a double-digit percentage in FY25 and remain
firmly on track to achieve our next milestone of more than two million customers over the
medium term. We expect to make significant further progress towards this over the current
year.
Charles Wigoder
Non-Executive Chairman
24 June 2025
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Chief Executive’s Review
The year in summary: record customers, profits and dividend
Over our 25+ year history, we have consistently helped households save time and money on
their essential services, which include energy, broadband, mobile and insurance. Our unique
multiservice proposition continues to deliver exactly what financially stretched and time poor
households are looking for; namely savings, simplicity and service. At the same time, our word-
of-mouth Partner model is increasingly suited to the needs of modern society, enabling people
from all walks of life to generate an additional income in their spare time which fulfils their
immediate needs as well as contributing to longer-term financial security.
With rational competition now firmly embedded in the retail energy market, the company has
continued to perform strongly, clearly demonstrating the enduring ability of our subscription-
style business model to deliver double-digit organic growth under every wholesale energy price
environment. The profitable growth trajectory we have delivered over the last three and a half
years gives us confidence in the strength of our business model and the achievability of our
medium-term ambition to increase our customer base to more than two million customers,
alongside continuing strong and sustainable growth in our earnings and dividends.
We welcomed 152,119 additional customers to UW during the year, representing a growth rate
of 15.0%, of which 12.6% was organic. This takes the total number of customers we supply to
a record high of 1,163,608 (2024: 1,011,489). Ongoing multiservice take-up amongst new
customers seeking to maximise the savings that they can make on their household bills
resulted in the number of services we supply to our customers increasing by a further 265,496,
to a total of 3,392,593 (2024: 3,127,097).
Over many years we have built up a large UK-wide community of Partners; people from all
walks of life who are genuine advocates for our unique proposition. They overcome the natural
inertia that exists to simultaneously switching multiple essential household services by
personally explaining to family, friends, work colleagues and acquaintances the convenience of
a single UW account for all their household services, the long-term value we offer, and the
award-winning service we provide. This unique approach enables us to successfully grow our
multiservice customer base in a way that other customer acquisition strategies cannot replicate.
Whilst the dynamics in each of our markets constantly vary, we continue to focus our efforts on
strengthening our core multiservice proposition and supporting our Partner community.
During the year, we continued to innovate and evolve our multiservice customer offering,
launching our first EV charging tariffs, which offer market-leading overnight charging rates for
our multiservice customers, alongside a more competitive and market leading ‘multi-SIM’
mobile offer, and we extended our Full Fibre offering by launching a 900Mbps ultra-high-speed
service.
We continue to see strong interest in our Partner opportunity, as confidence in the strength of
our customer proposition continues to build, enhanced by these new initiatives. The total
number of UW Partners increased during the year to 71,710 (2024: 68,251). This underpins the
sustainability of our growth, with our Partners being a unique route to market for referring
high-quality customers in significant volumes. There are over 20 million people in the UK with a
second or third part-time income - a trend which is driven by changing societal attitudes
towards work, as well as the ongoing pensions crisis which emphasises the need to build a
sustainable retirement income, for which our Partner opportunity is a compelling solution.
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We remain proud of the consistent and disciplined approach we have adopted to building a
long-term, sustainable and consistently profitable business, rather than simply looking to grow
at any cost. In a year which saw increased marketing and customer acquisition activity across
both the energy and telecoms industries, and rising premia in the insurance sector, we have
concentrated our efforts on delivering on our three key business priorities:
● Supporting strong customer growth
● Improving customer service
● Transforming operational efficiency
We are pleased to have made significant progress against these priorities, laying the
foundations for further progress in the years ahead.
Strong customer growth
● Our market leading proposition combined with our unique word of mouth Partner
network allows us to focus on acquiring high-quality multiservice homeowner customers.
Our proposition was strengthened during the year with the launch of our first EV tariffs,
900Mbps ultra-high-speed Full Fibre broadband and a new multi-SIM offering,
contributing to organic customer growth of 12.6%.
Improving customer service
● We provide award-winning customer service which is fundamental to giving our Partners
the confidence to refer us to their friends and family. During the year we invested in our
WhatsApp channel for faster query resolution across multiple verticals. We made an AI
chatbot available for customers on a 24/7 basis, as well as a chatbot for Partners. The
strength of our customer service was recognised by Uswitch which awarded UW “Best
Customer Service” and “Best Value for Money” in their 2024 Energy Awards. We also
became a Which? Recommended Provider for both Energy and Broadband and twice won
Top Energy Supplier for Customer Service from Citizens Advice.
Transforming operational efficiency
● We focused this year on embedding a culture of managing performance and goal setting,
especially for People Leaders. This also applied to operations where we're implementing
scalable structures to maximise efficiency and enhance the customer experience. This
includes eliminating duplication and improving team, department, and role design across
all areas of our operations function. Through the increased use of technology and AI
tools we were able to limit hiring for new customer service roles.
The current market environment offers significant opportunities for our business to continue
increasing our market share. Our unique business model and structural cost advantages allow
us to sustainably outcompete by giving our customers what they want - long-term savings on
their essential household services, and an additional income from referring these savings to
their friends, family and social network.
Having continued our strong double-digit momentum in customer growth, we are firmly on
track to achieve our next milestone of more than two million customers over the medium term,
and we look forward to making significant further progress towards this over the coming year.
Our business model
We have a unique, self-reinforcing and long-term business model - we are the UK’s only
integrated platform for subscription-style essential household services, spanning energy,
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broadband, mobile and insurance, as well as a Cashback Card which provides extra savings at a
wide range of retailers. The discounts available to our customers increase with each service
taken and our subscription-style model leads to recurring and predictable profits and cashflow.
We bundle essential home services together to give UW customers peace of mind, sustainable
long-term savings, a simple single monthly bill and award-winning customer service; these
ensure our customers stay with UW for far longer than our competitors. The combination of
higher revenues per customer (from taking multiple services) and lower churn generate a
significantly higher average customer lifetime value.
By having a single set of central overheads for our multiple revenue streams, we are able to
make substantial cost savings due to operating efficiencies. This gives us a sustainable,
structural cost advantage which enables us to offer the best value across our range of services,
and offer significant savings to our customers year after year.
Our Partner network gives us a unique way of acquiring hard-to-reach multiservice homeowner
customers. The perceived effort of switching multiple services can be high amongst consumers,
resulting in more conventional advertising and marketing approaches typically failing to
successfully convert customers to a relatively complex multiservice proposition. In contrast, a
conversation with a trusted Partner can provide first-hand reassurance and explanation of the
switching process – often based on the Partner’s personal experience – thus helping to
overcome any such concerns, as well as the natural inertia associated with switching multiple
essential household services simultaneously.
By further strengthening our market-leading proposition, and keeping Partners incentivised to
sign up new customers in increasing volumes and with greater consistency, we are confident we
can continue successfully growing our multiservice customer base in a way that other customer
acquisition strategies cannot replicate.
Unique platform for subscription-style essential household services
We enable customers to choose the essential services they want and combine them together to
create a unique multiservice proposition, all within one integrated platform. These services
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include energy, broadband, mobile and insurance as well as a pre-paid Cashback Card.
This approach provides:
‐ Simplicity: a single simple bill for all their home services.
‐ Savings: compared with the prices they were previously paying.
‐ Service: an easy-to-use customer app backed up by award-winning customer support.
By offering customers the ability to receive all their essential home services on a single monthly
bill, and manage them on a single app, we deliver a straightforward and cost-effective
experience. The more services a customer takes from us, the more they save.
A key component of our business model is the long-term relationships we have built to secure
high-quality and reliable wholesale services from market-leading established industry providers,
which we then bundle together for our customers’ benefit. We source our energy from E.ON,
use Openreach and CityFibre broadband via PXC for Broadband, and utilise the EE network
(which has the widest national coverage) for our mobile services. We have also established
insurance relationships with a number of major insurers, alongside our own insurance company,
UWI.
Unique structural cost advantage
Our unique multiservice customer proposition allows customers to bundle many of their
essential household services together with us. As a result, we receive up to four revenue
streams from each of our customers but have just one back office supporting all the services
we provide to them. This gives us an inbuilt and enduring cost advantage that our competitors
have been unable to replicate and which we share with our customers year-on-year through
competitive prices.
This long-term, fair pricing approach, enhanced by award-winning customer service and the
convenience of having one bill, one account and one app to manage all their household
services, builds loyalty towards our brand; as a result, our typical homeowning customers
display below-market rates of churn and lower bad debt, compounding our cost advantage.
A unique word-of-mouth model that creates earning opportunities
The key to acquiring new multiservice customers is our unique and hard-to-replicate word-of-
mouth acquisition model. Our network of over 71,000 Partners is motivated by the opportunity
to earn additional income in the context of continuing cost of living pressures; the satisfaction
of helping people to save money on their essential household services; the need to save for
retirement; and a long-term structural trend towards multiple incomes which now comprises
over 20 million individuals in the UK.
Our Partners receive a monthly commission based on the services being used by the customers
they have referred, with the opportunity in some cases to receive a prepayment of some of this
future commission as a lump sum. As Partners refer more people to UW, who then choose to
sign up as customers, and grow their Partner teams, their income stream can continue to grow,
creating a truly life-changing potential earning opportunity. Our proposition provides genuine
alignment of interests between our Partners, customers and UW. Our customers benefit from
exceptional value, great service and a more convenient way of buying their essential household
services while our Partners can build a valuable residual income stream.
Telecom Plus PLC Page 15 of 188 31 March 2025
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Energy
During FY25 the Price Cap level varied between £1,568-£1,738, substantially lower than the
previous year. After the significant fall in customer switching during the energy crisis, we have
seen competition returning strongly to the retail market this year, with fixed tariff offerings
becoming a key acquisition tool.
As a multiservice supplier, we are able to offer extremely competitive energy tariffs as part of
our multiservice bundle funded by a combination of re-investing some of the margin we earn
from supplying the broadband, mobile and/or insurance services that our customers also take
from us, and the operational cost advantage we enjoy as an integrated multi-utility supplier. In
this competitive marketplace, most energy suppliers have experienced a reduction in the size of
their customer base, with UW being one of only two suppliers who grew during Q1:25,
successfully growing our energy portfolio from 1,678,404 to 1,745,004 over the year. We are
pleased to be a Which? Recommended Energy Provider, having also won the Uswitch Energy
Awards categories for “Best Customer Service” and “Best Value for Money”.
In September, we launched our first suite of EV tariffs, with pricing dependent upon the number
of other services taken. These are variable time-of-use tariffs, enabling five hours of cheap
overnight electricity for charging the vehicle. This tariff type has proved popular with both
existing and new customers.
Our position at the forefront of the smart meter rollout programme led to a significant decrease
in our Ofgem installation target for this year. UW worked with Calisen to deliver well beyond
our Ofgem target; we are now at 75% (2024: 70%) penetration against a market average of
66% and we remain fully committed to delivering further progress on this vital element of the
UK’s transition to net zero.
Ofgem remains focused on its programme of retail market reform. Capital Adequacy regulations
have been in force since April 2025 to support market sustainability. Ofgem is currently
consulting on several topics relating to Price Cap allowances for operating costs and debt. It has
extended the ban on acquisition tariffs, seeking to strike a balance between ensuring market
sustainability and encouraging rational competition between suppliers, and is consulting on
options to remove or reduce standing charges within the price-capped variable tariff range.
Broadband
The broadband market remains highly competitive and is increasingly dominated by
introductory offers, with alternative full fibre networks attempting to attract customers across
from the main networks.
Our broadband numbers grew by 34,566 during the year to 409,358; an increase of 9.2%.
Our growing relationship with CityFibre allowed us to launch a market-leading six months free
“Try Before You Buy” broadband offer, allowing customers to install a new connection before
cancelling their previous service. With this promotion we ran a number of targeted campaigns
in CityFibre areas, raising awareness through flyers and a partnership with local radio.
We were delighted to be voted Which? Recommended Broadband Provider in March 2025 for
the first time. This award, coupled with our router being awarded a Which? Best Buy,
highlights the excellent service we provide to our customers at a time when everyone is
becoming increasingly reliant on their broadband connection. We also believe that our stance of
not increasing prices mid-contract is a key product differentiator, providing our customers with
the significant benefit of certainty over their broadband charges.
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Our longstanding relationship with TalkTalk has seen us agree terms on a cross-sell transaction,
under which they will transfer c.95,000 fixed-line/broadband connections to UW with a view to
our cross-selling additional services
.The first c.25,000 customers were transferred during
March, with the remainder being transferred over the coming months.
Mobile
Our mobile base has grown by 31% during the year and now stands at 610,689.
Throughout the year, we have continued to lead the market with the most competitive
Unlimited ‘Multi-Sim’ offering, with more than 50% of new customers taking advantage of our
market-leading offer. With the UK population using more data than ever before, we believe our
service provides the value and peace of mind that customers need. We have also maintained
the hugely popular option for customers to receive free roaming whilst in the EU.
As the market continues to shift away from plastic SIM cards, we look forward to offering eSIMs
later this year, enabling customers to get quicker and more convenient access to our services.
Insurance
This year was a transitional year for our insurance business. Following the strong 38% growth
in FY24, which saw us break the 100,000 policies milestone, we paused sales of our insurance
products for most of the year while we reviewed our product offering with the FCA. Following
this review, our insurance products have been available to new UW customers since late April
this year. As a result, we have seen our insurance business return to growth, and look forward
to building on the exciting opportunities in this large and diverse sector.
Cashback Card
Our unique Cashback Card (CBC) has continued its growth, driving the outcomes that
differentiate our model, including: reduced churn, stronger brand affinity and higher customer
lifetime values. This year was once again a record year, with our first “million pound months”,
namely months in which we paid out more than £1 million in cashback to our customers (this
happened four times in the last six months).
Our rollout of open banking payments (branded as “Instant Bank Transfer”) for card top-ups
has been highly successful, and now represents the vast majority of CBC top-ups; helping to
drive both higher customer satisfaction and improved operational efficiency.
We have recently launched a trial of “3 months free” for new and existing customers taking a
CBC for the first time, and have seen a material increase in the uptake of this product.
Investing for growth
Supporting our customers
To gain our customers’ trust and ensure their long-term loyalty, we give them an excellent
standard of service, fair treatment, and swiftly resolve any issues they might have. This is also
important in delivering a proposition which our Partners can confidently refer to their friends
and family. This is one of the key objectives for our operations and customer service teams.
Our investment in high-quality customer service across all sectors continues to be highlighted
externally as we achieved Which? Recommended Provider status for both Energy and
Broadband; the first company to hold both awards simultaneously. To ensure that customers
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joining UW have a great experience we have a dedicated welcome team who can assist
customers in their first few weeks across our energy, mobile, broadband and insurance
services, whilst our advanced routing technology allows us to route new customer calls
automatically to our specialist welcome advisors.
We continue to invest in our customer experience across all of our contact points. Our fastest
growing customer channel is our WhatsApp channel, first introduced in FY24 and enhanced in
FY25, which receives excellent feedback from our customers. Customers can submit questions
on a 24/7 basis and it is able to auto-resolve queries rather than solely routing the question to
a customer services representative. It is currently resolving c.15% of customer queries, which
creates significant efficiencies both in terms of time and cost. We also introduced a 24/7
chatbot for Partners, which is seeing very high usage growth and helps our Partners find
information and onboard customers more quickly.
Our use of AI tools has expanded to assist our advisers in providing the very best levels of
service through the development of agent assist to place accurate and concise knowledge in
front of our teams when they are talking to our customers. As a result, we are resolving our
customers' queries quicker than before and creating greater efficiency in our operations. We are
leveraging our more mature AI tools for greater impact, including using the data gathered from
our call transcripts to become more precise in understanding our customers' most frequent
requests. We are also using AI to identify cross-sell opportunities with increased accuracy. This
includes capturing customer renewal dates for various services and deepening the customer
relationship. We are building a new predictive model for churn using the latest AI technology,
and while this is still in development, we expect it to become operational in FY26.
Supporting vulnerable customers continues to be a focus across UW and, following a successful
partnership between the UW Hardship Fund and Citizens Advice, we have extended the
programme for another year and increased investment. This is alongside our dedicated energy
prepayment customer service hub in Selkirk, Scotland, which was set up to provide support to
those in greatest need.
Supporting our Partners
We continue to invest in and improve our customer proposition which is enhanced by our best
in class customer service and attractive savings on our bundled packages. Improvements to our
proposition during the year included our first market-leading EV charging tariff, our fastest ever
Full Fibre broadband at 900Mbps and the expanded range of unlimited mobile SIMs which
qualify for further discounts as an additional service. These innovations were warmly welcomed
by our Partners, increasing their ability and confidence to refer the UW offer to friends, family
and their wider social networks.
There are several long-term structural drivers which we believe will accelerate demand for our
Partner opportunity. This includes the increasing prevalence of individuals earning an additional
part-time income; there are now over 20 million in the UK and we expect this figure to continue
to grow. This is driven somewhat by the more recent but irreversible trend of working flexibly
from home and the increasing need to enhance residual income for use in retirement, otherwise
known as the “pensions crisis”, a topic which is set to garner more public and government
interest and urgency as time goes on. This is supplemented by a more immediate need for a
flexible and satisfying way of earning additional income due to the ongoing cost-of-living crisis,
combined with the satisfaction of helping people to get a better deal on their essential
household services.
Our Partners come from all walks of life and play a key role in unlocking the acquisition of high-
value multiservice customers, and the ongoing growth of our Partner community puts us in a
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strong position for continued high-quality customer acquisition. We are hugely proud of the
positive societal impact our Partner business model is having by generating additional income
and flexible work opportunities, while at the same time lowering customer bills and providing
outstanding customer service.
We continue to invest in our Partners through modern digital tools and training, as well as the
ability to work flexibly. In FY25 we enhanced our offer to Partners through the first of its kind
“Free Energy Club” which incentivises greater consistency of homeowner customer acquisition
by rewarding Partners with an increasing number of free months of energy the more customers
they refer. This uses the proven psychology of building “streaks” to create more beneficial
behaviour and outcomes for both the Partner and UW. As customers benefit from exceptional
value, great service and a more convenient way of buying their essential household services,
and Partners build a valuable residual income stream, there is a genuine alignment of interests
between our Partners, customers and UW.
Operational performance and non-financial KPIs
We had another record year with customer numbers rising by 15.0% (2024: 14.1%) to
1,163,608. Excluding the 25,000 broadband customers acquired from TalkTalk, organic growth
was 12.6%.
As in FY24, our customer acquisition efforts were focused on residential customers, with our
business offering remaining closed to new customers. During the course of FY26, we expect to
relaunch our offering to new business customers, which will benefit from our new “Connectors”
proposition which enables local businesses and community organisations to generate income
from referring their customers and/or members to our Partners.
Customers 2025 2024
Residential 1,151,071 995,892
Business 12,537 15,597
Total 1,163,608 1,011,489
Going forwards we will report on both total customer numbers, and also total customer
numbers excluding inorganically acquired customers (for example, those acquired from
TalkTalk) except to the extent that they have elected to upgrade or take additional services
from us.
The total number of services we supply to our customers grew by 8.5% (2024: 11.8%) to
3,392,593.
Services 2025 2024
Core services
Energy 1,745,004 1,678,404
Broadband 409,358 374,792
Mobile 610,689 466,216
Telecom Plus PLC Page 19 of 188 31 March 2025
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Insurance 122,856 139,109
Other services
Cashback Card 484,196 448,529
Legacy
telephony
20,490 20,047
Total 3,392,593 3,127,097
Note: the table above sets out the individual services supplied to customers. Legacy telephony comprises non-
geographic numbers (08xx) and landline only (no broadband) services provided.
Customers can take any combination of services - energy, broadband, mobile or insurance -
they want from us. The more services a customer takes, the greater the savings they make.
There is also a clear correlation between the number of services taken and the customers’
expected lifetime value to the business.
We are pleased to have delivered healthy growth across our energy, mobile and broadband
services during the period. In particular, we saw 31% growth in mobile services following the
introduction of a more competitive and market-leading multi-SIM mobile offer.
However, overall service growth was somewhat behind customer growth, mainly reflecting the
temporary pause on new sales for some insurance products (which continued until April 2025).
Other factors included strong demand for our mobile only service, greater take up of our two-
service tariff compared with the three-service tariff and greater energy churn relating to
increased competitive intensity and our lack of an EV tariff until the end of the first half of the
year.
Average number of Core services taken by new residential customers signed
up by Partners
Q1 FY24 2.31
Q2 FY24 2.34
Q3 FY24 2.37
Q4 FY24 2.31
Q1 FY25 2.25
Q2 FY25 2.33
Q3 FY25 2.24
Q4 FY25 2.28
The average number of Core services taken by new customers is a key metric that underpins
long-term business sustainability: customers taking two or more Core services from us are
benefitting from a genuinely differentiated proposition, as well as greater ongoing savings,
meaning that they are less likely to leave us.
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Our focus on having a strong customer proposition and award-winning service pays off in our
market-leading levels of customer loyalty, and with rational competition now firmly entrenched
within the energy market, our annualised energy churn increased to 13.7% (2024: 8.7%),
resulting primarily from the large gap that opened up at various stages during the year
between the level of the price cap (which determines variable energy pricing levels) and
forward energy wholesale prices (which determine fixed energy tariff levels); the energy price
cap is expected to decrease from July and remain relatively stable during the remainder of
FY26, and as a result we expect our churn rates to decline as we move through the year.
The year ahead: our three FY26 business priorities
We have set our business priorities in order to sustain a level of growth which will allow us to
reach our target of more than two million customers over the medium term. Our priorities
reflect the importance of making our customer proposition truly outstanding, improving and
digitising the customer experience, and scaling the UK’s number one additional income
opportunity. This will be powered by our ‘DNA’ and our brand, improving our people leadership,
ways of working together, and further embedding a performance culture.
1. Make our proposition epic
We aim to deliver continuing double-digit customer growth by making our customer proposition
truly epic. This means doubling down on one of our key competitive advantages: our
multiservice offering. We will strengthen the offering by adding additional features in mobile
such as Voice over Internet Protocol (VoIP) and eSIM, evolve our energy proposition with the
rollout of ‘Free Energy Days’ for customers, and by developing the cross-sell of additional
services into both the customers acquired from TalkTalk and our existing customer base.
We will also enhance our offering by adding additional exciting features and benefits to our
Cashback Card to make it more central in the minds of our customers as well as increasing the
number and scale of our commercial partnerships. Finally, we will enhance customer loyalty by
deploying sophisticated AI tools which generate insights into the triggers for customer churn.
2. Transforming and digitising the customer service experience
We will further improve our award-winning customer service to enhance the customer and
adviser experience, while at the same time driving greater digitisation and automation to create
maximum ease for the customer as well as efficiencies for the company. This includes focusing
on processes which deliver an improvement in our rate of “first time resolution” and “no touch
resolution” including increased uptake of our WhatsApp channels.
We will support our advisers in moving from a reactive to a proactive approach to customer
service, including features such as AI co-pilot support, streamlined onboarding, and proactive
cross-sell.
3. Scale the UK’s leading additional income opportunity
We will drive greater engagement for both new and existing Partners and increase the
attractiveness of the UK’s number one additional income opportunity; alongside a meaningful
upfront income, the Partner opportunity uniquely offers a long-term recurring income which we
expect to be increasingly attractive in the face of the ever-increasing pensions crisis. We will
achieve this by increasing the targeting and personalisation of our Partner recruitment and
engagement communications through the use of technology and providing them with the right
tools and training to keep them motivated, confident and active.
Telecom Plus PLC Page 21 of 188 31 March 2025
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We have recently launched a new type of Partner proposition called Connectors in which
Partners can sign up local businesses or community organisations to refer their customers to
UW. This also opens up an opportunity for major brand partnerships which could accelerate our
growth. We will also amplify the social impact of being a Partner by rewarding and recognising
those who are Community Champions which will in turn inspire others to contribute and give
back.
Stuart Burnett
Chief Executive Officer
24 June 2025
Telecom Plus PLC Page 22 of 188 31 March 2025
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Financial Review
Overview of results
Adjusted Statutory
2025 2024 Change 2025 2024 Change
Revenue £1,838.2m £2,039.1m (9.9)% £1,838.2m £2,039.1m (9.9)%
Gross profit £358.1m £355.2m 0.8% £358.1m £355.2m 0.8%
Profit before tax £126.3m £116.9m 8.1% £105.9m £100.5m 5.4%
Basic EPS 119.2p 109.0p 9.4% 96.3p 89.9p 7.1%
Dividend per share 94.0p 83.0p 13.3% 94.0p 83.0p 13.3%
ThroughoutthisreporttheGrouppresentsvariousalternativeperformancemeasures(‘APMs’)inadditiontothosereportedunderIFRS.The
measurespresentedarethoseadoptedbytheChiefOperatingDecisionMaker('CODM',deemedtobetheChiefExecutiveOfficer),togetherwiththe
mainBoard,andanalystswhofollowusinassessingthe
performanceofthebusiness.Inordertoprovideapresentationoftheunderlying
performanceofthegroup,adjustedpre‐taxprofitandadjustedbasicEPSexcludeshareincentiveschemechargesof£3.4m(2024:£5.2m),the
amortisationoftheintangibleassetof£11.2m(2024:£11.2m)arisingfromenteringintotheenergy
supplyarrangementswithE.ON(formerly
npower)inDecember2013;thisdecisionreflectsboththerelativesizeandnon‐cashnatureofthesecharges.InFY25adjustedpre‐taxprofitand
adjustedEPSalsoexcludeone‐offrestructuringcostsof£5.7m(2024:£Nil);thisdecisionreflectstheone‐offnon‐recurringnature
ofthecharges.
Thereconciliationsforadjustedpre‐taxprofitandadjustedEPSaresetoutinnotes1and19respectivelyofthefinancial statements.
Summary
The current financial year represented a strong performance by the Group with double-digit
percentage customer growth, record profits and a record dividend. The Group finished the year
in a strong financial position with gearing at 0.8x adjusted EBITDA.
Adjusted pre-tax profit increased by 8.1% to £126.3m (2024: £116.9m) on revenues of
£1,838.2m (2024: £2,039.1m). Statutory profit before tax increased by 5.4% to £105.9m
(2024: £100.5m). The fall in revenues primarily reflects lower energy prices during the year.
The increase in adjusted pre-tax profit reflects the continued impact of strong organic growth in
both customer and service numbers, and increased operational efficiencies, partly offset by
lower energy prices.
Distribution expenses fell to £45.7m (2024: £51.3m), mainly reflecting the fall in revenues
from lower energy prices, partly offset by organic growth in customer and service numbers.
Administrative expenses (excluding share incentive scheme charges, amortisation of the energy
supply agreement intangible and restructuring costs) fell during the year to £144.4m (2024:
£151.9m), largely due to lower staff costs arising from improved operating efficiencies.
The bad debt charge for the year (which is separately identified on the income statement as
impairment loss on trade receivables) increased to £33.4m (2024: £30.7m), representing 1.8%
of revenues for the year (2024: 1.6% of underlying revenues), largely due to the continued
impact from the temporary moratorium on the involuntary installation of prepayment meters
imposed by Ofgem.
Adjusted earnings per share increased by 9.4% to 119.2p (2024: 109.0p), with statutory EPS
increasing by 7.1% to 96.3p (2024: 89.9p). In accordance with previous guidance, the Board
is proposing to pay a final dividend of 57p per share (2024: 47p), making a total dividend of
94p per share (2024: 83p) for the year.
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Revenues
The growth in the number of services we are supplying increased by 265,496 over the course of
the year (2024: 328,949), taking the total number of services provided to our customers to
3,392,593 (2024: 3,127,097).
The overall decrease in revenues mainly reflects lower prevailing energy prices during the year,
partially offset by the increase in the number of services being supplied:
Revenues £m 2025
2024
Change
Electricity 903.1
1,066.7
(15.3)%
Gas 629.3
708.0
(11.1)%
Broadband 153.2
141.9
8.0%
Mobile 84.2
70.9
18.8%
Other 68.4
51.6
32.5%
Total Revenue 1,838.2
2,039.1
(9.9)%
Gross profit
Gross profit for the year increased to £358.1m (2024: £355.2m), primarily driven by the
growth in the number of services we supply, partly offset by lower energy prices. Our overall
gross margin for the year rose to 19.5% (2024: 17.4%) due primarily to lower energy prices
and the resulting reduced proportion of lower margin energy revenue.
Distribution and administrative expenses
Distribution expenses include the costs of commission and incentives paid to Partners, together
with other direct costs associated with gathering new customers. These fell to £45.7m (2024:
£51.3m), mainly due to lower energy prices, partly offset by growth in customer and service
numbers.
Administrative expenses (excluding share incentive scheme charges, the amortisation of the
energy supply agreement intangible and restructuring costs) decreased during the year to
£144.4m (2024: £151.9m), mainly as a result of lower staff costs. The restructuring costs
(£5.7m) mainly represent staff redundancy costs and were a result of a Company-wide
efficiency programme carried out during the year.
The bad debt charge for the year increased to £33.4m or 1.8% of sales (2024: £30.7m; 1.6%
of underlying revenues), mainly due to a continuing elevated number of customers having
difficulty paying their bills. The proportion of customers with at least two energy bills
outstanding increased to 3.4% (2024: 3.3%) across the year. The level has mainly been driven
by the continued impact from the temporary moratorium imposed by Ofgem in February 2023
on the involuntary installation of prepayment meters for customers who refuse to pay for their
energy. Although this moratorium has now been lifted, it will take time to ramp up debt
recovery processes back to previous levels. Bad debt across the industry is recovered through
the relevant Ofgem price cap allowance, all of which accrues to the Group.
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Cash, capital expenditure, working capital and borrowings
The Group ended the period with a reported net debt position including lease liabilities of
£115.9m (2024: £122.5m), comprising cash of £79.0m (2024: £57.8m) less bank loans of
£191.7m (2024: £176.5m) and lease liabilities of £3.2m (2024: £3.8m). The Group’s net
debt/adjusted EBITDA ratio of 0.8x is calculated using adjusted EBITDA of £148.1m
(representing operating profit of £115.9m, plus depreciation and amortisation of £23.1m,
share incentive scheme charges of £3.4m and restructuring costs of £5.7m, see note 1).
The Group’s net working capital position showed a year-on-year cash outflow of £3.2m
(excluding the prepayment of the purchase of customer contracts) following the unwind of
the government’s energy support scheme in the prior year (2024: cash outflow of £239.8m,
mainly reflecting the expected unwinding of funds associated with the previously mentioned
government’s energy support scheme that were received in advance of the year end in
FY23).
Capital expenditure of £17.2m (2024: £12.5m) related primarily to our ongoing investment
in our technology platform and software, to support our ability to continue delivering an
efficient market leading customer experience.
Dividend
The final dividend of 57p per share (2024: 47p) will be paid on 15 August 2025 to
shareholders on the register at the close of business on 25 July 2025 and is subject to
approval by shareholders at the Company’s Annual General Meeting which will be held on 6
August 2025. This makes a total dividend payable for the year of 94p (2024: 83p).
Share incentive scheme charges
Operating profit is stated after share incentive scheme charges of £3.4m (2024: £5.2m). These
relate to an accounting charge under IFRS 2 Share Based Payments (‘IFRS 2’). As a result of
the relative size of share incentive scheme charges as a proportion of our pre-tax profits
historically, and the fluctuations in the amount of this charge from one year to another, we are
continuing to separately disclose this amount within the Consolidated Statement of
Comprehensive Income for the period (and excluding these charges from our calculation of
adjusted profits and earnings) so that the underlying performance of the business can be
clearly identified in a consistent manner to that adopted during previous periods. Our current
adjusted earnings per share have also therefore been adjusted to eliminate these share
incentive scheme charges.
2025 2024 2023 2022 2021
Adjusted EBITDA
(£’000)
148,095
133,251
110,118
73,760
66,446
Net debt (£’000) (115,865) (122,501) 103,424 (70,334) (71,416
)
Net
debt/adjusted
EBITDA ratio
0.8x
0.9x
-0.9x
1.0x
1.1x
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Registered number 3263464
Taxation
A full analysis of the taxation charge for the year is set out in note 5 to the financial
statements. The tax charge for the year is £29.9m (2024: £29.4m). The effective tax rate for
the year was 28.2% (2024: 29.3%), primarily reflecting the ongoing amortisation charge on
our energy supply contract intangible asset (which is not an allowable deduction for tax
purposes).
Nick Schoenfeld
Chief Financial Officer
24 June 2025
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Principal Risks and Uncertainties
Background
The Group faces various risk factors, both internal and external, which could have a material
impact on long-term performance. However, the Group’s underlying business model is
considered relatively low risk, with no need for management to take any disproportionate risks
in order to preserve or generate shareholder value.
The Group continues to enhance a consistent and systematic risk identification and
management process, which involves horizon scanning for emerging risks (e.g. maintaining
good relationships with industry bodies, consultants and regulators to monitor key
developments which might impact the Group, monitoring relevant press commentary, and
keeping abreast of the latest threats in relation to cyber security through industry experts and
publications), risk ranking, prioritisation and subsequent evaluation, all with a view to ensuring
significant risks have been identified, prioritised and (where possible) eliminated, and that
systems of control are in place to manage any remaining risks.
The directors have carried out a robust assessment of the Company’s emerging and principal
risks. A formal document is prepared by the executive directors and senior management team
on a regular basis detailing the key risks faced by the Group and the operational controls in
place to mitigate those risks; this document is then reviewed by the Audit and Risk Committee.
Save as set out below, the magnitude of any risks previously identified has not significantly
changed during the period.
Business model
The principal risks outlined below should be viewed in the context of the Group’s business
model as a reseller of utility services (gas, electricity, fixed line telephony, mobile telephony,
broadband and insurance services) under the Utility Warehouse and TML brands. As a reseller,
the Group does not own any of the network infrastructure required to deliver these services to
its customer base. This means that while the Group is heavily reliant on third party providers, it
is insulated from all the direct risks associated with owning and/or operating such capital-
intensive infrastructure itself.
The Group is able to secure the wholesale supply of all the services it offers at competitive
rates, enabling it to generate a consistently fair level of profitability from delivering a great
value bundled proposition to its customers. There is an alignment of interests between the
Group and its wholesale suppliers which means that it is in the interests of the suppliers to
ensure that the Group remains competitive, driving growth and maximising their benefit from
our complementary route to market. Furthermore, the Group benefits from a structural cost
advantage, due to the multiple revenue streams it receives from customers who take more
than one service type, and only having one set of overheads. The Group has alternative sources
of wholesale supply should an existing supplier become uncompetitive or no longer available.
In relation to energy specifically (representing over 80% of revenues), the Group's wholesale
costs are calculated by reference to the Ofgem price cap, which gives the Group considerable
visibility over profit margins.
The Group mainly acquires new customers via word-of-mouth referrals from a large network of
independent Partners, who are paid predominantly on a commission basis. This means that the
Group has limited fixed costs associated with acquiring new customers.
The principal specific risks arising from the Group’s business model, and the measures taken to
mitigate those risks, are set out below.
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Reputational risk
The Group’s reputation amongst its customers, suppliers and Partners is believed to be
fundamental to the future success of the Group. Failure to meet expectations in terms of the
services provided by the Group, the way the Group does business or in the Group’s financial
performance could have a material negative impact on the Group’s performance.
In developing new services, and in enhancing current ones, careful consideration is given to the
likely impact of such changes on existing customers.
In relation to the service provided to its customer base, reputational risk is principally mitigated
through the Group’s recruitment processes, a focus on closely monitoring staff performance,
including the use of direct feedback surveys from customers (Net Promoter Score), and through
the provision of rigorous staff training.
Responsibility for maintaining effective relationships with suppliers and Partners rests primarily
with the appropriate member of the Group’s senior management team with responsibility for
the relevant area. Any material changes to supplier agreements and Partner commission
arrangements which could impact the Group’s relationships are generally negotiated by the
executive directors and ultimately approved by the full Board.
Information technology risk
The Group is reliant on in-house developed and supported systems, and third-party specialist
platforms for the successful operation of its business model. Any failure in the operation of
these systems could negatively impact service to customers, undermine Partner confidence,
and potentially be damaging to the Group’s brand. Application software is developed and
maintained by the Group’s Technology Team to support the changing needs of the business
using the best ’fit for purpose’ tools and infrastructure. Third-party systems have been selected
based on industry performance and track record, as well as the ability to support the Group’s
strategy and ongoing compliance requirements, and are managed by specialists within the
Technology team.
The Technology team is made up of highly skilled, motivated and experienced individuals. The
Group has a dedicated information security team which provides governance and oversight
ensuring the confidentiality, availability and integrity of the Group’s systems and operations
whilst ensuring that any risks and vulnerabilities that arise are managed and mitigated.
Changes made to the systems are prioritised by the business, and product managers work with
their stakeholders to refine application and system requirements. They work with the
Technology teams undertaking the change to ensure a proper understanding and successful
outcome. Changes are tested as extensively as reasonably practicable before deployment.
Review and testing are carried out at various stages of the development by both the
Technology team and the operational department who ultimately take ownership of the system.
The Group has strategic control over the core customer and Partner platforms including the
software development frameworks and source code behind these key applications. The Group
also uses strategic third-party vendors to deliver solutions outside of its core competency. This
largely restricts our counterparty risks to services that can be replaced with alternative vendors
if required, albeit this could lead to temporary disruption to the day-to-day operations of the
business.
Monitoring, backing up and restoring of the software and underlying data are made on a regular
basis. Backups are securely stored or replicated to different locations. Disaster recovery
facilities are provided through cloud-based infrastructure as a service and, in critical cases,
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maintained in a warm standby or active-active state to mitigate risk in the event of a failure of
the production systems.
Data privacy, information security and cyber security
The Group processes sensitive personal and commercial data, and in doing so is required by law
to protect customer and corporate information and data, as well as to keep its infrastructure
secure. A breach of security could result in the Group facing prosecution and fines as well as
loss of business from damage to the Group’s reputation. Recovery could be hampered due to
any extended period necessary to identify and recover a loss of sensitive information and
financial losses could arise from fraud and theft. Unplanned costs could be incurred to restore
the Group’s security.
The Group has deployed a robust and industry-appropriate Group-wide layered data privacy
and information/cyber security strategy, providing effective control to mitigate the relevant
threats and risks. The Group is Payment Card Industry (PCI) compliant and external
consultants conduct regular penetration testing of the Group’s internal and external systems
and network infrastructure.
The Information Commissioner’s Office (ICO) upholds information rights in the public interest
and, where required, companies within the Group are registered as data controllers with the
ICO. If any of the companies within the Group fail to comply with privacy or data protection
legislation or regulations, then such Group company could be subject to ICO enforcement action
(which could include significant fines).
Information, data and cyber security risks are overseen by the Group’s Information Security
and Legal & Compliance teams.
Fraud risk
Fraud has the potential to impact the Group from a financial, regulatory and reputational
perspective. To mitigate and control the risk of fraud effective controls are in place to identify
and reduce incidents of fraud, actively investigate potential fraud, and report on fraud activity
and trends both internally and to our industry partners. Fraud risks are overseen by the Group’s
Fraud Team which sits within Legal & Compliance.
Legislative and regulatory risk
The Group is subject to various laws and regulations. The energy, telecommunications and
financial services markets in the UK are subject to comprehensive operating requirements as
defined by the relevant sector regulators and/or government departments.
Amendments to the regulatory regime could have an impact on the Group’s ability to achieve
its financial goals and any material failure to comply may result in the Group being fined and
lead to reputational damage which could impact the Group’s brand and ability to attract and
retain customers. Furthermore, the Group is obliged to comply with retail supply procedures,
amendments to which could have an impact on operating costs.
The Group is a licensed gas and electricity supplier, and therefore has a direct regulatory
relationship with Ofgem. If the Group fails to comply with its licence obligations, it could be
subject to fines, operating restrictions, or ultimately the removal of its respective licences.
The regulatory framework for the UK’s energy retail market, as overseen by Ofgem, is subject
to continuous development. Any regulatory change could potentially lead to a significant impact
on the sector, and the net profit margins available to energy suppliers. The extent of regulatory
change continues to be substantial, with Ofgem leading the industry through a range of
consumer, market and policy objectives.
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In parallel, there are substantial industry-wide change programmes, such as the continuing
rollout of smart meters and a process towards routine half-hourly electricity metering. Ofgem
has also completed the implementation of its Financial Resilience reforms, significantly
increasing its oversight of suppliers’ financial health and operational sustainability, including a
new Capital Adequacy regime under which energy suppliers are required to maintain a
minimum level of net assets per dual fuel customer of £115. The Group is currently compliant
with this requirement.
The Group is also a supplier of telecommunications services and therefore has a direct
regulatory relationship with Ofcom. If the Group fails to comply with its obligations, it could be
subject to fines or lose its ability to operate. The Group is closely engaged in the relevant
forums and industry groups to both influence and prepare for the changes.
Within the Group, Utility Warehouse Limited is authorised and regulated by the Financial
Conduct Authority (FCA) as an insurance broker for the purposes of providing insurance
products to customers. Utility Warehouse Limited also offers a prepaid card product to
customers, known as the “Cashback Card”, enabling them to benefit from cashback on
purchases from various retailers. In addition, Utilities Plus Limited holds consumer credit
permissions related to the provision of Partner loans and hire purchase agreements. Further, in
2023 UWI became authorised for insurance underwriting in Gibraltar by the Gibraltar Financial
Services Commission (GFSC). If the Group fails to comply with FCA/GFSC regulations, it could
be exposed to fines, customer redress and risk losing its authorised status, severely restricting
its ability to offer financial services products to customers and consumer credit products to
Partners.
Regulatory changes relating to insurance pricing practices and the FCA’s Consumer Duty have
had a significant impact on the financial services sector as a whole. The business has worked to
deliver the Board-approved implementation plan and will continue to be informed by any
clarifications and additional guidance issued.
In general, as the majority of the Group’s services are supplied to consumers in highly
regulated markets, this could restrict the operational flexibility of the Group’s business. In order
to mitigate this risk, the Group seeks to maintain appropriate relations with both Ofgem, the
Department for Energy Security and Net Zero, Ofcom, the FCA and the GFSC. The Group
engages with officials from all these organisations on a periodic basis to ensure they are aware
of the Group’s views when they are consulting on proposed regulatory changes.
Political and consumer concern over costs, vulnerable customers and fuel poverty may lead to
further reviews and result in additional consumer protection legislation being introduced.
Political and regulatory developments affecting the energy, telecommunications and financial
services markets within which the Group operates may have a material adverse effect on the
Group’s business, results of operations and overall financial condition. The Group is also aware
of and managing the impact of a developing regulatory landscape in relation to climate change
and the net zero transition.
To mitigate the risks from failure to comply with legislative requirements, in an increasingly
active regulatory landscape, the Group’s Legal & Compliance team has developed and rolled out
robust policies and procedures, undertakes regular training across the business, and continually
monitors legal and regulatory developments. The team also conducts compliance and assurance
tests on the policies and procedures.
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Financing risk
The Group has debt service obligations which may place operating and financial restrictions on
the Group. This debt could have adverse consequences insofar as it: (a) requires the Group to
dedicate a proportion of its cash flows from operations to fund payments in respect of the debt,
thereby reducing the flexibility of the Group to utilise its cash to invest in and/or grow the
business; (b) increases the Group’s vulnerability to adverse general economic and/or industry
conditions; (c) may limit the Group’s flexibility in planning for, or reacting to, changes in its
business or the industry in which it operates; (d) may limit the Group’s ability to raise
additional debt in the long-term; and (e) could restrict the Group from making larger strategic
acquisitions or exploiting business opportunities.
Each of these prospective adverse consequences (or a combination of some or all of them)
could result in the potential growth of the Group being at a slower rate than may otherwise be
achieved.
Bad debt risk
Whilst the Group’s focus on multiservice homeowners acts as a mitigating factor against bad
debt, the Group has a universal supply obligation in relation to the provision of energy to
domestic customers. This means that although the Group is entitled to request a reasonable
deposit from potential new customers who are not considered creditworthy, the Group is
obliged to supply domestic energy to everyone who submits a properly completed application
form. Where customers subsequently fail to pay for the energy they have used, there is likely
to be a considerable delay before the Group is able to control its exposure to future bad debt
from them by either switching their smart meters to pre-payment mode, installing a pre-
payment meter or disconnecting their supply, and the costs associated with preventing such
customers from increasing their indebtedness are not always fully recovered.
Bad debt within the telephony industry may arise from customers using the services, or being
provided with a mobile handset, without intending to pay their supplier. The amounts involved
are generally relatively small as the Group has sophisticated call traffic monitoring systems to
identify material occurrences of usage fraud. The Group is able to immediately eliminate any
further usage bad debt exposure by disconnecting any telephony service that demonstrates a
suspicious usage profile, or falls into arrears on payments.
Wholesale price risk
Whilst the Group acts as principal in most of the services it supplies to customers, the Group
does not own or operate any utility network infrastructure itself, choosing instead to purchase
the capacity needed from third parties. The advantage of this approach is that the Group is
largely protected from technological risk, capacity risk or the risk of obsolescence, as it can
purchase the precise amount of each service required to meet its customers’ needs.
Whilst there is a theoretical risk that in some of the areas in which the Group operates it may
be unable to secure access to the necessary infrastructure on commercially attractive terms, in
practice the pricing of access to such infrastructure is typically either regulated (as in the
energy market) or subject to significant competitive pressures (as in the telephony and
broadband markets). The profile of the Group’s customers, the significant quantities of each
service they consume in aggregate, and the Group’s clearly differentiated route to market has
historically proven attractive to infrastructure owners, who compete aggressively to secure a
share of the Group’s growing business.
The supply of energy has different risks associated with it. The wholesale price can be
extremely volatile, and customer demand can be subject to considerable short-term
fluctuations depending on the weather. The Group has a long-standing supply relationship with
E.ON (formerly npower) under which the latter is responsible for undertaking the buying and
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hedging of the energy supplied to the Group, and where the price paid by the Group to cover
commodity, balancing and certain other associated supply costs is set by reference to the
Ofgem published energy price cap, which is set at the start of each quarter; this may not be
competitive against the equivalent supply costs incurred by new and/or other independent
suppliers. However, if the Group did not have the benefit of this long-term supply agreement it
would need to find alternative means of protecting itself from the pricing risk of securing access
to the necessary energy on the open market and the costs of balancing.
Competitive risk
The Group operates in highly competitive markets and significant service innovations by others
or increased price competition could impact future profit margins, growth rates and Partner
productivity. In order to maintain its competitive position, there is a consistent focus on
improving operational efficiency. New service innovations are monitored closely by senior
management and the Group is generally able to respond within an acceptable timeframe where
it is considered desirable to do so, by sourcing comparable features and benefits using the
infrastructure of its existing suppliers. The increasing proportion of customers who are
benefiting from the genuinely unique multi-utility solution that is offered by the Group, and
which is unavailable from any other known supplier, further reduces any competitive threat.
The Directors anticipate that the Group will face continued competition in the future as new
companies enter the market and alternative technologies and services become available. The
Group’s services and expertise may be rendered obsolete or uneconomic by technological
advances or novel approaches developed by one or more of the Group’s competitors. The
existing approaches of the Group’s competitors or new approaches or technologies developed
by such competitors may be more effective or affordable than those available to the Group.
There can be no assurance that the Group will be able to compete successfully with existing or
potential competitors or that competitive factors will not have a material adverse effect on the
Group’s business, financial condition or results of operations. However, as the Group’s customer
base continues to rise, competition amongst suppliers of services to the Group is expected to
increase. This has already been evidenced by various volume-related growth incentives which
have been agreed with some of the Group’s largest wholesale suppliers. This should also ensure
that the Group has direct access to new technologies and services available to the market.
Infrastructure risk
The provision of services to the Group’s customers is reliant on the efficient operation of third-
party physical infrastructure. There is a risk of disruption to the supply of services to customers
through any failure in the infrastructure, e.g. gas shortages, power cuts or damage to
communications networks. However, as the infrastructure is generally shared with other
suppliers, any material disruption to the supply of services is likely to impact a large part of the
market as a whole and it is unlikely that the Group would be disproportionately affected. In the
event of any prolonged disruption isolated to the Group’s principal supplier within a particular
market, services required by customers could in due course be sourced from another provider.
The development of localised energy generation and distribution technology may lead to
increased peer-to-peer energy trading, thereby reducing the volume of energy provided by
nationwide suppliers. As a nationwide retail supplier, the Group’s results from the sale of
energy could therefore be adversely affected.
Similarly, the construction of ‘local monopoly’ fibre telephony networks to which the Group’s
access may be limited as a reseller could restrict the Group’s ability to compete effectively for
customers in certain areas.
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Smart meter rollout risk
The Group is reliant on third party suppliers to fully deliver its smart meter rollout programme
effectively. In the event that the Group suffers delays to its smart meter rollout programme,
the Group may be in breach of its regulatory obligations and therefore become subject to fines
from Ofgem. In order to mitigate this risk, the Group dual-sources (where practicable) the
third-party metering and related equipment they use.
The Group may also be indirectly exposed to reputational damage and litigation from the risk of
technical complications arising from the installation of smart meters or other acts or omissions
of meter operators, e.g. the escape of gas in a customer’s property causing injury or death.
The Group mitigates this risk through using established, reputable third-party suppliers.
Energy industry estimation risk
A significant degree of estimation is required in order to determine the actual level of energy
used by customers and hence what should be recognised by the Group as sales. There is an
inherent risk that the estimation routines used by the Group to recognise sales do not in all
instances fully reflect the actual usage of customers. However, this risk is mitigated by the
relatively high proportion of customers who provide meter readings on a periodic basis, and the
high level of penetration the Group has achieved in its installed base of smart meters.
Gas leakage within the national gas distribution network
The operational management of the national gas distribution network is outside the control of
the Group, including the management of gas leakage from the network, however in common
with all other licensed domestic gas suppliers the Group is responsible for meeting its pro-rata
share of the total leakage cost. There is a risk that the level of leakage in future could be higher
than historically experienced, and above the level currently expected.
Underwriting risk
Operating our own in-house insurer requires taking on some underwriting risk. We largely
mitigate these risks through: (i) migrating highly predictable existing lines of business, for
which we have several years of trading history, and have already achieved sufficient scale to
maintain low volatility and predictable returns; (ii) targeting conservative returns on capital
through a risk-averse investment strategy; (iii) where appropriate, using conservative levels of
reinsurance, including protection for catastrophe risks such as storm, flood and freeze; (iv)
using real-time and proprietary data, such that we are aware of all risks incepted in real time,
and are able to price risks accurately, and manage overall portfolio exposure; and (v)
maintaining and growing our existing home insurance panel, such that our in-house insurer can
selectively target risk profiles that are suitable for our balance sheet (e.g. houses with lower
rebuild cost and not adversely exposed to catastrophe (CAT) perils).
Acquisition risk
The Group may invest in other businesses, taking a minority, majority or 100% equity
shareholding, or through a joint venture partnership. Such investments may not deliver the
anticipated returns, and may require additional funding in future. This risk is mitigated through
conducting appropriate pre-acquisition due diligence where relevant.
Climate change risk
Climate change has the potential to significantly impact the future of our planet. Everyone has
a role to play in reducing the effects of harmful greenhouse gas emissions in our atmosphere
and ensuring that we meet a 1.5°C target in line with the Paris Agreement. No business is
immune from the risks associated with climate change as it acts as a driver of other risks and
impacts government decision-making, consumer demand and supply chains. Development of
climate-related policy, regulatory changes and shifts in consumer sentiment could impact on
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the Group’s ability to achieve its financial goals and result in increased compliance costs or
reputational damage.
In recognition of this, climate change risk is integrated into the Group’s risk management
framework. Climate change is designated as a standalone principal risk for the business and the
Legal & Compliance Director is assigned as the owner for managing this risk. It is designated as
a controlled risk due to the Group’s agile reseller business model which means the business is
strategically resilient as it is able to respond quickly to climate change developments and is
insulated from more severe direct physical risks. The risk is further mitigated through the
Group’s approach to understanding and monitoring the developments and the impacts from
climate change. The Environmental Social and Governance (ESG) Strategy Committee,
consisting of the ESG Board Champion, CEO, CFO, Company Secretary, Executive Leadership
Team and senior management is updated by the ESG Working Group on climate issues. Climate
issues are then assessed and used to inform the Group’s strategy as needed. We have a
dedicated Head of Sustainability and continue to use external specialists as needed.
The Group is committed to achieving net zero greenhouse gas emissions. In FY23 we evaluated
our emissions and target against recognised standards. We modelled our emissions trajectory
and used credible assumptions on external factors that, as a reseller, will strongly influence the
Group’s decarbonisation ability including our key suppliers’ decarbonisation plans and the UK
government’s published projections about the decarbonisation trajectory of the UK energy grid.
Based on this analysis we committed to our target to be Net Zero on or before 2050, across
scopes 1, 2 and 3 to allow us to implement a credible science-based plan by aligning with the
UK government and our key suppliers. We set an interim target to reduce emissions by 63%
across Scopes 1, 2, and 3 by 2035, from an FY22 emissions baseline, in line with a 1.5c world.
The Group will have its targets validated by the Science-Based Targets Initiative (SBTi),
following finalisation of its revised corporate reporting standard, and will track and disclose
progress against them.
The Group remains committed to continuing to implement the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD), as well as the requirements of the
Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022, and we continue to monitor the development of new
climate reporting regulations.
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People and Organisation
After launching our company’s North Star to help people stop wasting time and money and our
cultural DNA in FY24, we had big ambitions for FY25 and we’ve made some fantastic progress
against our three-year plan to introduce and embed our performance and efficiency approach.
Our culture is our ‘how’. It comes to life in everything we do, and sets the rhythm of the day to
day at UW as we’re working towards our company goal of hitting at least two million customers
in the next few years.
FY25 was a pivotal year for us to activate a step change in our drive towards a high-
performance culture; one where each UW team member makes a clear commitment to what
they’re individually and collectively working on to drive UW forward. As we set out in last year’s
annual report, we’ve continued to prioritise development for our People Leader community and
their growth in supporting this cultural shift. Our People Leaders are talent multipliers, and it’s
this community we believe has the biggest impact in driving ownership, efficiency, collaboration
and recognition across the business.
We think of progress through the lens of our cultural DNA pillars, and we’ll set out our
highlights of FY25 within this framework.
Our DNA
Three guiding principles for our business and all of us; they’re a reflection of who we are, and
who we want to become.
We put people first
One of our best feedback channels is our Heartbeat engagement survey. Run multiple times a
year, our most recent survey in November 2024 saw a fantastic participation rate of 78%. For
the first time we crunched the numbers through our DNA index which gave us an overall DNA
score of 63%, and an overall eNPS score of +10.
We’re seeing some good scores in two of our
DNA index areas, but we’ve got more to do to
improve our ‘We Work Together’ score and
give our teams the tools to make
collaboration easier and more effective across
the business.
One fantastic score that has remained strong
is our line management score, hitting the
high notes of 82% and reflecting the
incredible work our people leaders do for
their teams each day.
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Purple Deal
Our team’s feedback has been vital in shaping our Purple Deal. Encompassing our approach to
reward at UW and designed to stand out in the marketplace, it’s built to attract, develop and
reward the talent we have at UW. Firmly rooted in our DNA strand of putting people first, our
long-term aspiration is to offer our people the flexibility they’ve asked for with regards to the
way they’re rewarded. Over the last year we’ve delivered several key priorities to kick start this
process:
Pay
All of the roles at UW have been fully benchmarked in line with our salary survey partner Willis
Towers Watson and the broader market to keep our salaries competitive. We’ve introduced a
market-aligned approach to our pay review, rather than the previous blanket approach to the
process.
Benefits
After completing a full benefit review, this year we introduced six new benefits based on what
our people said they’d love to see. It’s clear that the new ones have been a hit, specifically our
financial wellbeing platform which got a massive 90% activation - far in excess of the
benchmark.
Wellbeing
We’ve invested in our wellbeing approach, which aims to better understand the needs of our
people and how we can best support them. We introduced a financial and mental health benefit,
celebrated and recognised multiple wellbeing awareness events, introduced the holiday
guarantee for our adviser roles, recognised World Mental Health Day with our “Prioritising
Mental Health in the Workplace” session, and went big on Talk Money Week by holding our ”Do
one thing” event for our people.
Recognition
We think our people are pretty wonderful, and this year we looked at more ways we can
celebrate those individuals who truly demonstrate our DNA. In October 2024 we launched our
first annual UW awards and had a fantastic 200 nominations across five award categories based
around our DNA index. The winners were presented with an award at our end of year party.
Alongside this, for everyday recognition we launched our recognition platform Perkbox, giving
all People Leaders the opportunity to say a small thank you to anyone across UW who has done
something amazing. We’ve seen a huge uptake in people using it to say thank you, with a 93%
activation rate and 1,600 recognitions sent through the platform in just the first six weeks.
There’s even more to come, but it’s been a great shift in encouraging our teams to say thank
you and highlight great work they’re seeing each day.
We work together
UW Champions
This year we created a new initiative for those who want to make a difference; introducing our
UW Champions, our network of UW ambassadors who can test, shape and embed new
initiatives, bridge gaps between leadership and the business and keep the feedback channels
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open with the wider team. Our Champions are embedded into every function, and we’ll keep
developing the group in a range of skills to enable even greater impact from their collective
work.
This group of 14 Champions also sit on our Employee Forum, along with representatives from
our Belonging Groups and members of our Business Leadership Group. Set up to help us drive
change and embed our culture, it’s also a more formal demonstration of our obligation under
the Corporate Governance Code to provide regular feedback loops with our employees.
Diversity, inclusion and belonging (DIB)
Diversity, inclusion and belonging are essential drivers of innovation, engagement and overall
business growth. We want to champion diversity of thought - it makes us innovate faster, it
powers growth and it means we are more able to represent the customers we serve and better
understand their needs.
Using the insight we gained through our audit with The Unmistakables in FY24, we used the
findings, along with feedback from our teams and Belonging Groups, to shape our ambition for
FY25. Here’s what we achieved last year:
44% female employees in management roles (over the target of 40%)
31% ethnically diverse employees in management roles (over the target of 30%)
42% of our business leadership group is female
Belonging Groups
Having established our Belonging Groups in FY24, we launched another Belonging group this
year, taking our total up to seven. Our Neurodiversity Group sits alongside the Menopause
Support Group, Carers Network, African-Caribbean Group, UW Pride Group, Women in
Leadership, and Working Parents.
Led by our people, with sponsorship from senior leaders, our groups do an incredible job of
raising awareness throughout the year, supporting group members and working with the people
team in the development and evolution of relevant policy and best practice.
Accelerate
Hot on the heels of our first-ever People Leader Event - Elevate - in FY24, for FY25 we launched
Accelerate, a bi-annual event to bring our senior leadership community together, create closer
alignment and build stronger connections in the group.
We spent a fantastic day with our senior leaders, focusing on our company ambition and
exploring their part to play in making our audacious goal of reaching two million customers in
the next few years a reality.
Spark
Core to developing our people is our online development platform, Spark. In FY25 we wanted to
expand the reach of our online platform and get even more of our people using it regularly. And
the results have been hugely promising; here’s a snapshot of Spark for FY25:
● 63% of our people accessed Spark monthly
● 73.6% of our People Leaders accessed Spark monthly
● 542 workshops delivered across the year to 4,891 people
● 611 coaching sessions throughout the year
● 4.8/5 the total rating for our coaching sessions and the impact they had
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Spark Speaks
This year we launched Spark Speaks - think of it as our internal version of a ‘Ted Talk’ - an
opportunity for our leaders to connect, learn and grow together, with a focus on bringing our
business priorities to life through a series of short talks. The series featured members from
across our Business Leadership Group (BLG) community, and attendance was open to the
whole company.
We deliver progress
We’ve got pretty punchy ambitions here at UW, and big expectations for delivery. Our aim for
FY25 was to develop and embed a performance mindset across the business, increase
accountability and decision-making skills, and further build coaching capability in our leaders.
Fundamental to every part of our success is our team. In FY25 we continued to embed our
distinct UW culture to attract, develop and keep great people. So what does that look like? Let’s
take a closer look…
Team numbers
Here are the headline numbers for the year:
270 vacancies filled
93% offer acceptance rate
42% of roles filled by internal team members
38% of roles filled by female hires (including internal mobility)
58% of roles filled by underrepresented minority groups (including internal
mobility)
Hiring numbers were down for the year as we increased our efficiency and reduced the need to
backfill in our volume roles due to a decrease in attrition and an increase in outsourcing
offshore. What’s exciting for FY25 is that we saw a huge number of our open roles filled by
internal team members, showing the progress we’ve seen after a real focus on understanding
our internal talent better. We saw internal mobility jump from 25% to a whopping 63% of roles
filled across UW by internal members, and of these moves, 38% were filled by females and
59% filled by under-represented minority groups.
Goal setting
One way we aimed to bring more alignment across the teams in FY25 was by going big on goal
setting. We asked all People Leaders to create goals and encouraged 1:1 conversations to be
centred on progress against those goals. In FY25 we saw 71.4% of our People Leaders with
active goals in Bamboo and had over a thousand goals in total. We’ve had good progress in this
space; we saw a massive score of 86% for ‘I have regular conversations with my manager
about my performance’ in our Heartbeat survey, and on these foundations we’ll keep
developing all People Leaders to have even more effective performance conversations
throughout FY26.
Leader capability
We worked hard to develop our coaching capability, launching resources, updating our People
Leader Playbook, running workshops and 1:1 coaching, kicking off ‘The Senior Leader
Programme’ for a group of Business Leadership Group leaders, and ‘The Experienced Leader
Programme’ for our mid-level operations leaders. On top of that we continued to offer our Ezra
coaching programme, giving leaders access to an external coach for six months.
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Talent
We’re lucky to have incredible people working at UW, and as a business it’s important we keep
checking in with their progress, identifying their strengths and areas for development and their
potential for the future.
FY25 was the second year of using our new approach to assessing and reviewing talent. We
identified high and low levels of performance and potential using our talent model, now
embedded across all UW divisions and creating a consistent approach to talent identification. In
FY25, we also introduced succession planning, using the talent data gathered in our talent
reviews to create internal succession plans for all senior leadership and critical roles at UW. For
those members of our team identified as successors, we’ve built targeted personal development
plans to support their progression towards those roles.
Our UW Career Framework
We know that progression is important to our people; it’s a theme that’s come up time and time
again in our Heartbeat surveys. We want to shift the perception of progression and the way we
position career pathways at UW, moving from vertical ladders - that are mapped out for people
and seen as a responsibility of managers to drive - to squiggly career journeys, focusing on
developing knowledge, skills and experience, and putting people in control of their careers with
UW.
Behind the scenes throughout FY25, we’ve been finalising our UW Career Framework, to
provide transparency and clarity on the process. We’re aiming to launch this internally at the
beginning of FY26, including mapping all job families and roles within UW, launching career
levels, and enabling our people to discover what skills they need to move from where they are
today towards where they want to be.
Careers platform
We have added a huge amount of resources to our careers platform to give our people better
access to insight and resources they can use to boost their careers. Such as Career Coaching,
where we’re providing self-coaching tools and career coaching skills for our People Leaders, to
help our people understand their career values and drivers, what gives them purpose, what
they want from their careers and an understanding of how they might get there. Internal
Mobility - where we promote an internal first mindset for all hiring needs, as well as being more
creative in opportunities to support personal development and growth in UW, including through
gigs, secondments, project roles and more. We’ve refreshed our mentoring tools and made it
easier for our people to get access to a mentor, or put themselves forward to mentor others on
their journey.
And we’ll end with a couple of great stories showcasing how powerful our internal mobility can
be when put in action.
One member of our team joined as a Facilities Coordinator. He used his initiative to build
rapport and network with engineering teams, which led to ‘work experience’ in Technology, and
then a job offer of a role as an Associate Software Engineer.
One of our CSA’s from Selkirk, took on a project role in the Customer Marketing team for six
weeks, which was first extended, then extended again, and he’s now made the move to one of
our Product Teams.
And finally, a member of the team who first joined UW in 2022 as a Customer Complaints
Handler took each opportunity they spotted, moving to different roles around Customer
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Services, put their hand up to become one of our UW Champions, and has recently been offered
a secondment within Product as a Content Writer to enhance our customer knowledge base.
Sharing these stories of our team's success feels like a pretty good way to wrap up the year
that was FY25. While our ambitions and ‘to-do’ list seem ever-growing, we’ve delivered a huge
amount in the people space and really, we’re just getting started.
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Sustainability Report
ESG approach and strategy
We remain committed to fulfilling our environmental, social and governance (ESG)
responsibilities and objectives, which are integral to the way we operate. We do this by being a
responsible and resilient company that delivers returns to investors over the long term, whilst
minimising any negative impact on the environment, and having a positive impact on the
people we interact with.
The Board has ultimate responsibility for our ESG strategy and tracks our progress towards our
objectives. Carla Stent, Chair of the Audit & Risk Committee, is our ESG Board Champion. Our
CEO, Stuart Burnett, has responsibility for overseeing our ESG strategy. Our General Counsel
has operational responsibility for ESG, including managing and delivering on our ESG strategy,
and is supported by our Head of Sustainability. The company also has an ESG Strategy
Committee comprising the General Counsel (Chair), ESG Board Champion, CEO, CFO, Executive
Leadership Team, the Company Secretary and Head of Sustainability. This group meets
quarterly to discuss our ESG strategy, goals, initiatives and progress, thus ensuring a robust
governance framework, accountability of targets and initiatives by relevant business owners,
and transparent tracking of progress against targets.
During FY25, we undertook a comprehensive review and refresh of our ESG Framework and
Reporting Structure as several of the original commitments and targets ended in FY25. We
utilised the results of our double materiality assessment, which was last updated in FY24. Our
updated ESG Framework puts ‘community’ and the power of ‘people helping people’ at the
heart of how we deliver impact whilst contributing to our wider business goals and embedding
ESG across UW. We recognise there is more work to be done to develop and refine metrics
that will allow us to effectively measure and track our impact across our unique business
model. This will be a priority as we move forward with implementing our refreshed framework.
Our updated ESG framework consists of the following four pillars: UW, Partners, Customers,
and Society.
A detailed summary of our double materiality assessment, and our overall approach, can be
found in our ESG Report, available at telecomplus.co.uk.
UW
Our operations and employees are at the heart of UW, and are fundamental to how we enable
our Partners and serve our customers. Our culture and management of regulatory obligations
underpins all that we do.
In FY23, we developed our long-term and interim net zero targets based on detailed modelling
of our emissions trajectory. We remain committed to the following:
● Achieving net zero emissions by 2050 across Scopes 1, 2 and 3.
● Reducing our emissions by 63% by 2035 across Scopes 1, 2 and 3.
● Obtaining validation of our targets by the Science Based Targets Initiative (SBTi).
Our employees are integral to our business and we continue to embed our distinct UW culture
to attract, grow and retain great people. We are committed to the health, safety and wellbeing
of our people - this is outlined and promoted through our Health, Safety & Wellbeing Policy
Statement, and our Health & Safety Policy. The People section of this report provides further
detail on our employee agenda, including Diversity, Inclusion and Belonging (‘DIB’) at UW.
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Effective governance is important to ensure long-term sustainable growth whilst complying with
regulatory requirements. Conducting business in a fair, accountable and sustainable manner is
critical to the continued success of the Company. Our systems and processes are built and
developed to ensure high standards of compliance, data security and business continuity. We
have a zero-tolerance approach to bribery and corruption, which is embedded through our Anti-
Bribery & Corruption Policy and training. Our policy describes our values and approach to
counter bribery and corruption.
Our Supply Chain Policy and Supplier Code of Conduct set out the standards we expect our
suppliers to adhere to, including respecting human rights and a zero-tolerance approach to
bribery and corruption.
We have a Whistleblowing Policy to encourage staff to report suspected wrongdoing (including
human right violations, and bribery and corruption matters), and an independent
whistleblowing hotline provided by SafeCall. Our updated Whistleblowing Policy was published
during FY25.
We are pleased to report on the progress against our FY25 ESG commitments:
FY25 Objective Description Status Progress during FY25
Environment
To achieve net
zero emissions by
2050 across
Scopes 1, 2 and 3
Develop a net zero
transition plan that
is Transition Plan
Taskforce (TPT)-
aligned by the end
of FY25, including
setting an interim
target to reduce
emissions by 63%
across Scopes 1, 2,
and 3 by 2035
Partially
achieved
This year we have made
progress on our commitment to
develop a TPT-aligned transition
plan, including undertaking a full
gap analysis and developing an
action plan. In line with the UK
Government's delayed
consultation on climate transition
plans, we have made limited
updated disclosures within our
FY25 TCFD and ESG reporting.
Going forward we will continue
to monitor the UK Government's
consultation on TPT-aligned
transition plans and report in
accordance with upcoming
obligations.
Procure
renewable
electricity for UW
operated
buildings
Seek to ensure that
all UW Hubs are on
or are transitioned
to renewable
electricity by the
end of FY26
Achieved Our UW-owned buildings, and
Selkirk and Farringdon Hubs are
on a renewable electricity tariff.
Social
Develop and
embed a
performance and
efficiency
approach that
drives cultural
mindset shifts
100% of eligible
people leaders have
goals by the end of
FY25
Partially
achieved
This year we further developed
our people leader goal-setting
process. 71.4% of our People
Leaders set over 1,000 goals.
Going forward we will continue
to develop our goal setting
process to drive our performance
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mindset. See page 34 of the
People report for more
information.
Continue to build
diverse employee
communities,
where all UW
employees feel a
strong sense of
belonging,
allowing them to
thrive and grow
Based on the
findings of our FY24
diversity and
inclusion audit,
develop UW’s
diversity & inclusion
vision and action
plan by the end of
FY25
Achieved Diversity, Inclusion and
Belonging vision and strategy
was developed for launch in
FY26.
At least 40% of all
management roles
will be held by
female employees
at the end of FY25
Achieved 43.97% of management roles
were held by female employees
at the end of FY25.
At least 30% of all
management roles
will be held by
ethnically diverse
employees at the
end of FY25
Achieved 30.50% of management roles
were held by ethnically diverse
employees at the end of FY25.
Develop a robust
framework to
support and amplify
our UW Belonging
Groups to ensure
their effectiveness
and longevity
Achieved In FY25, our newest Belonging
Group on Neurodiversity was
launched and activities continued
across the six groups launched
in FY24. Belonging has been
integrated into UW’s updated
DIB vision and strategy.
Governance
Support the long-
term sustainable
growth of the
Company through
effective ESG
governance
Review and embed
refreshed ESG
governance
structure by the
end of FY25
Achieved This year we updated our ESG
governance approach, including
decentralised delivery of
activities, approved by our ESG
Strategy Committee and
embedded into our updated ESG
framework.
Ensure robust and
responsible
supply chain
management
Refresh our
procurement
processes and
procedures and
embed into
standalone internal
procurement
function by the end
of FY25
Achieved This year we have continued to
develop our procurement
capabilities and have launched a
cross-functional procurement
strategy.
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Looking ahead to our FY26 ESG Framework and Reporting Structure, UW will focus on
delivering on the following commitments:
FY26 Objective Description
Environment
Decrease our
greenhouse gas
emissions,
achieving Net Zero
by 2050
Achieve Net Zero across Scopes 1, 2 and 3 by 2050
Reduce emissions by 63% across Scopes 1, 2 and 3 by 2035
Maintain 100% renewable electricity for our UW-owned buildings
Social
Evolve our distinct
UW culture,
powered by our
DNA, to attract,
develop and keep
great people
Roll out our updated monthly employee pulse survey to better
monitor sentiment, support devolution of responsibility and action
down to functional team/local level, and allow us to more quickly
adjust our approach in response to feedback by the end of FY26
Continue to achieve at least 40% of management roles held by
female employees and 30% of management roles held by
ethnically diverse employees
Activate and embed our Diversity, Inclusion and Belonging vision
and strategy by end of FY26, with a key focus on driving inclusive
leadership and accelerating the impact of our Belonging Groups
Governance
Maintain
compliance with
our regulatory and
reporting
obligations, and
monitor
forthcoming ESG
disclosure
requirements
Monitor the UK Government’s consultation of IFRS S1 and S2,
and evolve our disclosure approach in preparation for these
forthcoming obligations
Continue to embed our decentralised ESG governance structure
Embed our refreshed culture and DNA into our governance
framework by the end of FY26
Partners
Our community of self-employed Partners continues to be instrumental in our growth. Our
Partner network now has 71,710 Partners, each seeking the opportunity to flexibly earn an
additional income through referring UW to family and friends who then choose to sign up for
our services and save time and money on their household bills. We support our Partners by
providing access to free training, support and tools to help them make the most of the UW
opportunity, including training on talking about our regulated services, as well as on data
privacy.
Our FY24 research into the socio-economic impact of our UW Partner opportunity provided
insights into how being a UW Partner gives people an opportunity to earn around life’s
commitments, boosts income, builds confidence, and enables people to achieve more.
● 86% said that being able to earn more flexibly through UW had improved their quality of
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life;
● 79% said the income they had received from UW had provided them with a greater
sense of financial empowerment;
● 65% had found that being part of UW had made them feel more comfortable in
professional or social settings; and
● 53% stated that being a UW Partner had allowed them to increase their earnings outside
of UW, change jobs, progress their career, or start their own business.
We are pleased to report on the progress against our FY25 Partner commitments:
FY25 Objective Description Status Progress during FY25
Social
Increase the
Company’s socio-
economic impact
by promoting the
Partner
opportunity as a
second income to
a wider audience
Leverage the
findings from our
FY24 social impact
study in our Partner
proposition refresh
to further drive the
positive impact of
the UW Partner
opportunity
Achieved Findings have fed into our brand
strategy, Partner proposition and
our updated ESG Framework. We
have also utilised the findings in
our social media campaigns and
developed our Community
Champions awards.
Looking ahead to our FY26 ESG Framework and Reporting Structure, our Partner pillar will
continue to focus on the following commitments:
FY26 Objective Description
Environment
As UW's product
offering evolves in
line with the UK's
energy transition,
ensure our
Partners remain
confident and
equipped to
promote our
services to their
networks
Continue to develop training for Partners as our products develop
Social
Promote the social
impact of being a
Partner, helping
more people to
access the financial
and professional
growth, and the
community
benefits on offer
Leverage the findings from our FY24 social impact study in our
Partner proposition refresh to further drive the positive impact of
the UW Partner opportunity.
Governance
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Communicate the
Partner model and
its benefits in a
way that helps to
attract new
Partners
Integrate findings from our Partner social impact work into our
Partner marketing materials, to demonstrate a more complete
picture of the social benefits on offer from becoming a UW
Partner
Ensure robust
governance and
transparency of
the Partner model
Continue to transparently communicate the mechanics and
benefits of the UW Partner model
Customers
We help our customers to get on with more important things in their lives than managing their
bills by delivering consistently fair value and great service.
Continuing to support our vulnerable customers, particularly in the context of continued cost-
of-living challenges, remains a key priority within our ESG agenda. Over the last year, we have
continued to partner with Citizens Advice Plymouth to support vulnerable customers.
As the energy market continues to evolve, we are committed to supporting our customers
through the energy transition by developing and marketing the right products and service
offerings at the right time for our customers. In FY25, we launched our new EV tariff, which
almost 3,000 customers have utilised.
We are pleased to report on the progress against our FY25 Customer commitments:
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FY25 Objective Description Status Progress during FY25
Environment
Continue to
develop green
product offering
Refresh our green
product offering by
the end of FY25
Achieved This year we launched our new
EV tariff. 2,974 customers
utilised this new tariff in FY25.
Our enhanced SEG tariff rates
started 1 October 2024. 3,609
customers utilised our SEG tariff
in FY25.
Social
Help our
customers to use
energy more
efficiently
Exceed Ofgem
specified target for
smart meter
installation during
calendar year 2024
(17,947 electricity
smart meters and
27,682 gas smart
meters)
Achieved We have exceeded our Ofgem
smart meter targets. Electricity
actual - 36,679, Gas actual -
37,110.
By the end of FY25
develop tools to
allow customers to
monitor and budget
for their energy
consumption
(avoiding bill
shocks)
Partially
achieved
In FY25, we chose to delay the
development of any new energy
consumption monitoring tools in
order to prioritise our Energy
Platform Transformation.
However, we continue to find
ways to help our customers
understand their energy use and
encourage them to use it more
efficiently, including year-on-
year comparisons on bills, our
dedicated energy efficiency
webpage, and our specialist
energy efficiency telephone line
operated in partnership with
Scarf.
Protect our
customers’ data,
privacy and
online safety
Achieve ISO27001
certification for our
energy operations
by end FY25
Achieved Certification achieved in
February 2025.
Enhance support
for vulnerable
customers
Supporting the
deployment of a
UW-funded £5
million Hardship
Fund over FY24-
FY26 by Citizens
Advice
Achieved
£3.9 million was deployed in
FY25; £4.7 million has been
deployed overall (FY24 and
FY25). £0.3 million is left for
deployment in FY26.
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Looking ahead to our FY26 ESG Framework and Reporting Structure, our Customer pillar will
focus on the following commitments:
FY26 Objective Description
Environment
Develop our
product offering
with the right
solutions as the
UK’s energy
transition evolves
Continue to review our energy transition product offering in line
with evolving customer demand.
Exceed our Ofgem specified target for total smart meter
installation during calendar year 2025.
UW pledges to plant a tree on behalf of all new customers who
take three or more core services, and employees who reach their
fifth anniversary with UW.
Social
Celebrate the
social impact of
UW’s proposition
for our customers
Reviewing the social impact of UW’s proposition for customers by
the end of FY27.
Governance
Protect vulnerable
customers,
including through
Citizens Advice
and the Hardship
Fund
Continue to support specific needs of vulnerable customers
through our specialist support teams.
Support the deployment of the UW-funded £5 million Hardship
Fund over FY24-FY26.
Continue to support vulnerable customers through UW
Foundation donations to the Fuel Bank Foundation.
Society
Our position as a trusted multiservice provider is important to us. We recognise both the
impacts we can have on society and the ways in which changes in society can influence us. As a
result, we’ve integrated Society as one of the key pillars of our ESG Framework and Reporting
Structure.
Through our UW Foundation (UWF), we continue to contribute to charitable initiatives and
encourage our employees and Partners to give back through volunteering and charity
fundraising, which can be matched by the UW Foundation. We also remain committed to our
tree-planting pledge and continue to support ecological restorations and re-wilding across the
UK. We work in partnership with our carefully selected tree-planting initiatives managed by the
National Trust, Moor Trees and Stump up for Trees.
We are pleased to report on the progress against our FY25 Society commitments:
FY25 Objective Description Status Progress during FY25
Environment
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Tree planting UW pledges to plant
a tree on behalf of
all new customers
who take three or
more core services,
and employees who
reach their fifth
anniversary with
UW
Achieved Over FY25 we committed (based
on our tree planting pledge) to
plant (and have planted) an
additional 51,226 trees.
Our FY25 tree planting activities
consisted of: 95,930 trees
planted by Stump Up For Trees,
51,241 trees planted by the
National Trust, 8,000 trees
planted by Gruinard Island and
20,204 planted by Moor Trees.
Social
UW Foundation Going forward and
with effect from 1
April 2024, we will
move to a fixed
contribution for the
UW Foundation and
tree planting
initiatives. For
FY25, Telecom Plus
PLC will therefore
contribute
£350,000 to the
UW Foundation and
our tree planting
initiatives
Achieved Telecom Plus PLC contributed
£350,000 to the UW Foundation
and our tree planting initiatives.
During FY25, the UWF made
donations to: The Fuel Bank
Foundation; charities chosen by
our UW Belonging Groups and
our Hub offices; charities for
whom our employees had
undertaken fundraising activities
(via matched funding requests);
and other good causes in line
with the UW Foundation aims.
Looking ahead to our FY26 ESG Framework and Reporting Structure, our Society pillar will
continue to focus on the following commitments:
FY26 Objective Description
Environment
Put people at the
heart of UW’s
approach to the
energy transition,
enabling UW, our
Partners and our
customers to
benefit
By the end of FY27, conduct research to identify the ways in
which UW’s unique model can help overcome the barriers to the
energy transition.
Social
Be at the heart of
communities,
including through
Develop and embed new UW Community Champion awards
initiative for UW Partners by the end of FY26.
Continue to encourage our employees to give back to causes they
care about through our employee fund-matching schemes.
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charitable giving Contribute £350,000 to the UW Foundation and tree planting /
energy transition / community initiatives during FY26.
Governance
Across our
essential home
services, advocate
for policy and
regulation that
puts people first
Advocate for energy policy and regulation that will put people
first by the end of FY26.
Further details on our progress over the last year are set out in our ESG Report.
Carbon reporting - Greenhouse gas (GHG) emissions statement
In the table below, we provide an overview of our Scope 1, 2 and 3 GHG emissions. We report
in line with the Greenhouse Gas Protocol and ISO 14064 Part 1 2018. We will continue to
develop our carbon accounting and approach to measurement more generally as we seek to
track our climate-related risks and opportunities more closely.
FY25 FY24
1 April 2024 to 31 March
2025
1 April 2023 to 31 March
2024
UK and
offshore
Global
(excluding
UK and
offshore)
UK and
offshore
Global
(excluding
UK and
offshore)
Emissions from activities
for which the company
own or control including
combustion of fuel &
operation of facilities
tCO
2
e (Scope 1)
51.67 N/A 80.03 N/A
Emissions from purchase
of electricity, heat, steam
and cooling purchased for
own use tCO
2
e (Scope 2,
location-based
methodology)
1,042.11 N/A 683.52 N/A
Emissions from purchase
of electricity, heat, steam
and cooling purchased for
own use tCO
2
e (Scope 2,
market-based
methodology)
11.00 N/A 26.71 N/A
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Total gross Scope 1 &
Scope 2 emissions tCO2e
(all) Scope 2, (location-
based methodology)
1,093.78 763.55
Total gross Scope 1 &
Scope 2 emissions tCO
2
e
(all) Scope 2, (market-
based methodology)
62.67 106.74
Energy consumption used
to calculate above
emissions (kWh)
5,263,238.12 N/A 3,667,478.39 N/A
Gas (kWh) 215,284.32 N/A 308,058.28 N/A
Electricity (kWh) 5,023,631.24 N/A 3,300,851.80 N/A
Transport fuels (kWh) 24,322.56 N/A 58,568.31 N/A
Total gross Scope 1 &
Scope 2 emissions by unit
turnover/revenue
(tCO2e/£M) (Scope 2
location-based
methodology)
0.60
0.37
Total gross Scope 1 &
Scope 2 emissions by unit
turnover/revenue
(tCO
2
e/£M) (Scope 2
market-based
methodology)
0.034 0.052
Methodology GHG Protocol & ISO14064
Part 1 2018 and Carbon
Reduce
GHG Protocol & ISO14064
Part 1 2018 and Carbon
Reduce
Emissions from other
activities tCO
2
e (Scope 3)
3,305,432.67 2,574,650.11
Total gross Scope 3
emissions tCO
2
e
3,305,432.67 2,574,650.11
Total gross Scope 1, Scope
2 & Scope 3 emissions
tCO2e (Scope 2 location-
based methodology)
3,306,526.45 2,575,413.66
Total gross Scope 1, Scope
2 & Scope 3 emissions
tCO
2
e (Scope 2 market-
based methodology)
3,305,495.35
2,574,756.85
Total gross GHG emissions
per unit turnover/revenue
(tCO2e/£M) (Scope 2
location-based
methodology)
1798.83 1264.13
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Total gross GHG emissions
per unit turnover/revenue
(tCO
2
e/£M) (Scope 2
market-based
methodology)
1,798.27 1,263.81
Third Party verification Verified to ISO14064 Part 1
2018 and Carbon Reduce
Verified to ISO14064 Part 1
2018 and Carbon Reduce
This statement has been prepared and verified (to limited assurance) in accordance with the
requirements of the measure-step of the Toitū carbon marks, which is based on the
Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004) and ISO
14064 Part 1 2018 Specification with Guidance at the Organization Level for Quantification and
Reporting of Greenhouse Gas Emissions and Removals. It meets the requirements of the
Streamlined Energy & Carbon Report framework.
Our GHG reporting year is the same as our financial year. We use the operational control
methodology.
Our reporting covers: our UK-based Scope 1 (direct emissions from our own operation); Scope
2 (indirect emissions from the generation of purchased energy) which is calculated following
location and market based methodology; and Scope 3 emission sources, covering the following
GHG protocol categories purchased goods and services, fuel and energy related activities, waste
generated in operations, leased assets, use of sold products, commuting and business travel.
We use the Location-based method for Scope 2 emissions accounting – as defined in the Scope
2 Guidance amendment to the Corporate Standard (https://ghgprotocol.org/) and the Market-
based method for Scope 2 emissions accounting – as defined in the Scope 2 Guidance
amendment to the Corporate Standard (https://ghgprotocol.org/).
We restate historical years’ data when we think subsequent information is materially significant
(e.g. replacing estimates with measured figures). This year we have not had to restate any
historical years’ data.
Carbon and energy efficiency initiatives
This year we have continued to improve the efficiency of our direct energy use and reduce
carbon emissions from our direct operations. We continued to refine how we use our office
spaces in line with our flexible working model. This year while overall electricity use at our main
Colindale office has increased due to increased utilisation, gas use has declined due to efficiency
improvements, which alongside a reduction in the use of our small fleet of vehicles, has
resulted in a 35.43% reduction in Scope 1 emissions overall. We continue to procure renewable
electricity for our direct operations, which is reflected in our Scope 2 market-based emissions
calculations.
Non-financial and sustainability statement
Pursuant to the provisions outlined in sections 414CA and 414CB of the Companies Act 2006,
which specify the criteria for non-financial and sustainability reporting, the following table
summarises our alignment with the required reporting:
Environmental matters Page
Sustainable growth 40
Business resilience 11
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Corporate social responsibility 40
Streamlined energy and carbon reporting 49
Climate-related financial disclosures
Task Force on Climate-related Financial Disclosures 55
People
People policies 34
Description of principal risks
Business model 26
Principal risks 26
Other matters
Anti-corruption and bribery policies 41
Social matters 40
Leadership and governance 69
Non-financial performance indicators 11
Section 172(1) Statement
Background
The Companies Act 2006 (the “Companies Act”) sets out a number of general duties which
directors owe to the Company. New legislation has been introduced to help shareholders better
understand how directors have discharged their duty to promote the success of the Company,
while having regard to the matters set out in section 172(1)(a) to (f) of the Companies Act. In
the current financial year, the directors continued to exercise all their duties, while having regard
to these and other factors as they managed and governed the Company on behalf of its
shareholders.
Engaging with key stakeholders
The success of the Company is dependent on building positive relationships with all of our key
stakeholders to deliver long-term sustainable success.
The table below sets out details of engagement with key stakeholders.
Stakeholder Details
Shareholders As owners of the Company, we rely on the support of shareholders
and their views are important to the Board.
The executive directors have an open dialogue with our shareholders
through one-to-one meetings, group presentations with analysts,
and at the Annual General Meeting. Discussions with shareholders
cover a wide range of topics including financial performance,
strategy and outlook. The non-executive directors engage with
institutional shareholders on matters of governance and
remuneration.
Shareholder feedback, along with details of significant movements in
the shareholder base, are regularly reported to and discussed by the
Board and, where appropriate, their views are sought as part of
certain decision-making processes, e.g. shareholders have
previously been consulted in relation to new remuneration
arrangements and amendments made where appropriate.
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Stakeholder Details
Partners The Company relies on the Partners within its independent
distribution network for referring UW to new customers.
Communication with our Partners is a key focus for the business and
is conducted through various meetings, forums and large-scale
conferences.
Where appropriate, Partner feedback is sought when significant
changes are being considered to the operation of the distribution
network.
People Employees are key to the Company delivering award-winning
services to customers.
There are many ways we engage with and listen to our employees
including weekly email updates, employee surveys, forums, face-to-
face briefings and an internal company magazine.
Key areas of focus include company development and strategy,
health and well-being, development opportunities, pay and benefits.
Regular reports about what is important to our employees are made
to the CEO ensuring consideration is given to employee needs, e.g.
during the period, regular listening sessions within each Function
and our employee Belonging Groups were held as set out in the
People section of this report.
Customers We build long-lasting relationships with our customers as evidenced
by our low levels of churn.
We devote considerable resources to understanding customer
requirements and soliciting feedback from them on ways to improve
our offer and services. We use this knowledge to inform our strategy
of helping customers to “stop wasting time and money” by offering
savings, simplicity and service across all the household services we
are providing to them.
Suppliers As a reseller we are required to work closely with our key suppliers
to ensure that we are delivering the best possible combination of
value and service to our customers; our success in achieving this is
demonstrated by the numerous endorsements and consistent
recommendations we receive from Which?.
The interests of our suppliers are strongly aligned to our own as the
number of customers we are able to attract has a direct impact on
their own financial performance and market share. This generates
close and supportive relationships with our key suppliers which are
fostered through regular interaction at a senior management level.
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Stakeholder Details
Community We are committed to building positive relationships within the
communities where we operate.
We are a significant employer in the local communities around our
offices and support a number of charitable activities. Our UW
Foundation furthers these endeavours.
Our Partner opportunity allows a range of people from communities
across the UK to advance their lives, driving our strategy to help
Partners to “get on in life”.
Regulators We operate in highly regulated markets and understand the
importance of maintaining a constructive working relationship with
Ofgem, Ofcom, the FCA and the GFSC, who between them are
responsible for the regulation of the diverse range of services we
offer.
We engage with officials from these regulators as necessary to make
them aware of the Company’s views when they are consulting on
proposed regulatory changes, or if there are competition issues that
need to be raised with them.
Further s172 factors
Further information as to how the Board has had regard to the s172 factors:
Section 172 factor Key examples Page
The likely consequences of any
decisions in the long-term
Sustainability Report 40
The interests of the Company’s
employees
People & Organisation Report 34
Fostering business relationships
with suppliers, customers and
others
Chief Executive’s Review 11
The impact of the Company’s
operations on the community and
the environment
Sustainability Report 40
Maintaining a reputation for high
standards of business conduct
Sustainability Report
Corporate Governance Statement
40
69
The need to act fairly between
members of the Company
Corporate Governance Statement
Directors’ Report
69
109
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Task Force on Climate-Related Financial Disclosures Report
We recognise that climate change is the single biggest environmental threat to the future of our
planet. Companies have an important role to play in reducing the effects of harmful GHG
emissions in our atmosphere and ensuring that we meet a 1.5°C target in line with the Paris
Agreement.
As a multiservice provider of home services, we must play our part and that is why we are
committed to implementing the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD). We acknowledge the importance of TCFD in helping us to manage
the impact of climate change on our operations, as well as advance towards our net zero target.
Our climate-related financial disclosures in this section (together with the information cross-
referenced within this section) are consistent with the recommendations and recommended
disclosures of the TCFD, including the TCFD all-sector guidance, and in compliance with the
requirements of LR 9.8.6R.(8) (UK Listing Rules). This disclosure also complies with the
requirements of the Companies Act 2006 as amended by the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022.
Compliance summary table
Paragraph Consistent
Y/N
Governance Paragraph 1
(a) Describe the board’s oversight of
climate-related risks and
opportunities
Table 1
Paragraph 1.1 to
1.4
Y
(b) Describe management’s role in
assessing and managing climate-
related risks and opportunities
Paragraph 1.3 to
1.5
Y
Strategy Paragraph 2
a) Describe the climate-related risks
and opportunities the organisation
has identified over the short, medium
and long term
Paragraph 2.1 to
2.9, table 2, table
3, and table 4
Y
(b) Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy
and financial planning
Paragraph 2.10 to
2.12, table 2 and
table 3
Y
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or
lower scenario
Paragraph 2.11 Y
Risk management
Paragraph 3
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(a) Describe the organisation’s
processes for
identifying and assessing climate-
related risks
Paragraph 3.1 and
3.2
Y
(b) Describe the organisation’s
processes
for managing climate-related risks
Paragraph 3.2 and
3.4
Y
(c) Describe how processes for
identifying, assessing and managing
climate-related risks are integrated
into the organisation’s overall
risk management
Paragraph 3.1 and
3.3
Y
Metrics and targets
Paragraph 4
(a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk
management process
Paragraph 4.1 and
4.3
Y
(b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related
risks
Paragraph 4.1.1 Y
(c) Describe the targets used by the
organisation to manage climate-
related
risks and opportunities and
performance against targets
Paragraph 4.2 Y
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1 Governance
1.1 The Board has ultimate responsibility for climate-related risks and opportunities. The Chair
of the Audit & Risk Committee is our ESG Board Champion. Our CEO has responsibility for
overseeing our ESG strategy (including climate-related issues) and attends the quarterly ESG
Strategy Committee to ensure oversight at Board level. Further, to assist the Board in
monitoring and overseeing progress against climate related goals and targets, the General
Counsel (as the chair of the ESG Strategy Committee and a member of the Executive
Leadership Team), prepares Board updates on climate-related matters, including climate
targets and TCFD. During FY25 the Board received three updates on climate issues including:
progress on climate related targets; findings related to climate change risk highlighted as part
of the Group key risk assessment and internal controls review; and an update on the findings of
our Qualitative Climate Scenario analysis, including the full report.
1.2 The Audit & Risk Committee monitors climate-related risk management and internal
controls as part of the Group’s risk management policies. The internal controls in respect of
climate change are reviewed and updated annually by the General Counsel and the Head of
Sustainability. The controls were most recently updated in February 2025 and were reviewed
and approved by the Audit & Risk Committee at the March 2025 meeting. Once approved by
the Audit & Risk Committee, the key risks and internal controls are submitted to the Board for
review and approval.
1.3 The ESG Strategy Committee supports the Board in its strategic and operational oversight
of climate change. The Committee considers, monitors, and has overall responsibility for the
implementation of climate-related targets and initiatives, as well as associated risks. To embed
climate change strategy and risk management across the business, the ESG Strategy
Committee is composed of a cross section of stakeholders from Board to management level.
The ESG Strategy Committee is chaired by the General Counsel and consists of the ESG Board
Champion, CEO, CFO, Company Secretary, Executive Leadership Team, and Head of
Sustainability. It is attended by members of the Business Leadership Group and the ESG
Working Group. This ensures collaboration and effective reporting between functions with
responsibility for strategic oversight of climate-related matters and those tasked with managing
the implementation of climate-related matters.
1.4 The Committee meets and receives updates from the ESG Working Group on climate-
related matters every quarter. Climate targets, initiatives, objectives, and actions are
considered, debated and assessed within the context of the Company’s business plans, budgets
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and strategy in this cross-function open forum. Where necessary, key Board members,
Executive Leadership Team members and relevant management engage in more detailed
discussions and planning on climate-related issues (for example, net zero
1
transition planning,
consumer demand for green products, and legislative changes and reporting requirements).
1.5 The ESG Working Group is the management-level group that manages the day-to-day
climate-related risks and issues on behalf of the ESG Strategy Committee. The ESG Working
Group meets every six weeks to monitor progress on actions and reports back to the ESG
Strategy Committee on a quarterly basis. The Working Group is led by our Head of
Sustainability who, along with our General Counsel, manages the Company’s climate-related
issues with assistance from specialist external consultants, as required.
2 Strategy
2.1 As a reseller of utility services (energy, broadband, mobile and insurance), we do not own
or operate any energy generation assets or telecommunications networks / infrastructure.
Primarily, our business involves the bundling of services that we procure from wholesale
providers and reselling them, predominantly to consumers, via our technology platform. As a
reseller, our risks and opportunities are different to those faced by other companies in the same
industry sectors who own and operate assets or infrastructure. We have identified the actual
and potential impact of climate change risks and opportunities on the business in the context of
this unique business model, rather than the risks and opportunities present in the sectors in
which we operate more generally.
2.2 In FY22 we engaged external climate experts to assist us with conducting a qualitative
climate scenario analysis to identify the actual and potential impacts of climate-related risks
and opportunities on our business, and to understand the associated effects, our resilience, and
mitigation measures. This climate scenario analysis was refreshed in FY24 to consider changes
to our business, the external context and regulatory reporting since FY22.
2.3 The refresh included the addition of a “middle of the road” plausible scenario, to align with
the latest guidance on climate scenario analysis. The refresh also considered insurance specific
risks in proportion to the relative importance of UWI Limited (our in-house insurer which
represents under 1% of our FY25 revenue) to the overall group. Unless there are significant
changes to our business, the external context or regulatory reporting, our next climate scenario
analysis refresh is planned for FY27.
2.4 We considered physical and transitional risks and opportunities which may arise in the short
(<2029), medium (2029-2034) and long term (>2034-2050). We are satisfied these refreshed
timeframes are appropriate and relevant for the business as: the short term covers our viability
assessment period and, along with the medium term, aligns with the timeframe in which we
might expect some transition risks to arise, while the long term reflects the realistic period in
which we might expect physical climate related risks to manifest. These timeframes are
consistent with the qualitative scenario analysis we have performed. Furthermore, these
timeframes align with those used by our key suppliers which, as resellers of their services, we
are linked to.
1
"netzero"asusedhereinmeanstheScience‐BasedTargetsInitiative(“SBTi”)netzerodefinition,fromtheSBTinet
zeroStandard(https://sciencebasedtargets.org/resources/files/Net‐Zero‐Standard.pdf)pursuanttowhichweare
committedto(a)reducingourscope1,2and3greenhousegas(GHG)emissionstozer ooraresiduallevel
consistent
witha1.5°Cpathwayand(b)willneutralisetheimpactofanyresidualemissionsbypermanentlyremovingan
equivalentvolumeofGHGemissions.
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2.5 We used three plausible scenarios rooted in the commonly used Shared Socio-economic
Pathway and Representative Concentration Pathway, in line with leading practice and in
common with the methodology used by the Intergovernmental Panel on Climate Change:
Scenario 1: Steady path to sustainability (RCP1.9 / SSP1 - 1.5°C) A world which warms
by 1.5°C, where the systemic orderly decarbonisation of industry is prioritised, economic
models are reformed, and consumer attitudes shift - this scenario focuses on a world
which rises to the challenge of tackling climate change, and focuses on transition risks
associated with the rapid changes needed by 2030 to cut emissions in line with the Paris
Agreement;
Scenario 2: Middle of the road (RCP4.5 / SSP2 - 2.5°C) A world which warms by 2.5°C,
where decarbonisation is delayed and disorderly, and social fragmentation and inequality
is widened between the globally connected elite and lower income communities - this
scenario focuses on increasing inequalities and stratification both across and within
countries, led by highly unequal investments in human capital, and increasing disparities
in economic opportunity and political power; and
Scenario 3: Fossil-fuelled global growth RCP8.5 / SSP5 - 4°C) A world which warms by
4°C with a continued global dependency on fossil fuels, worst case warming, and
significant implications of deteriorating climate - this scenario focuses on systematic
failure to address climate change. It assumes limited policy or regulatory support for
decarbonisation and focuses on several physical risks.
2.6 Scenario analysis result and mitigation
2.6.1 In the tables below we have set out the risks and opportunities we analysed in greater
detail and ranked as high priority as part of our refreshed FY24 climate scenario analysis.
Priority was determined by reference to business importance and stakeholder feedback. Whilst
physical climate change risks are typically some of the most severe climate-related risks faced
by owners and operators of assets and infrastructure in the utility sectors, because of our
reseller model we are not directly impacted by physical risks to the same extent as other
operators in the same sectors. Therefore, whilst physical risks were considered, they are not
ranked as high priority. As noted above, our risks and opportunities have been identified
specifically in relation to our business model as a reseller, rather than across the energy,
telecommunications and financial services sectors.
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2.6.2 Risks
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2.6.3 Opportunities
2.7 In FY23, to further understand the potential impacts, we quantified the risk from failure to
respond to shifting consumer sentiment for green products and services, and the opportunity
which arises from a shift in consumer sentiment for green products and services. Only this risk
was quantified because there was no meaningful or appropriate way to quantify our other risks
or opportunities.
2.8 As with the qualitative analysis, this analysis used three scenarios. Data was leveraged
from the Intergovernmental Panel on Climate Change (IPCC) over three time horizons (2030,
2040 and 2050) specific to this risk, and includes a 2°C or lower scenario per the
recommendations of the TCFD. The scenarios considered were:
1. Steady path to sustainability RCP1.9 / SSP1 - 1.5°C
2. Middle of the road RCP4.5 / SSP2 - 2.5°C
3. Fossil-fuelled global growth RCP8.5 / SSP5 - 4°C
The analysis to quantify the potential impacts of the risk and opportunity considers how future
revenue growth may be impacted. The consumer sentiment shift agnostic base case used in the
analysis assumed that the Group delivers on the Board’s medium-term ambition to welcome an
additional one million customers to UW. The analysis considers the respective potential risk,
and additional opportunity to achieve this growth from shifting consumer sentiment for green
products and services.
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2.9 Table 4
2.10 Key risk and opportunity:
2.10.1 The quantitative analysis indicates that under both a “Steady Path to Sustainability” and
a “Middle of the Road” scenario there is a risk in the short to medium term that, if we do not
respond to a potential shift in consumer sentiment, fewer customers will sign up to our services
due to their preference for low-carbon products. Under both scenarios there are also
opportunities to cater for consumers looking for green products and services. The risk and
opportunity reduce in the long term as the energy grid decarbonises.
2.11 Our resilience:
2.11.1 As a result of our flexible reseller model, the Group’s strategy is inherently resilient to
this risk, as we can respond to shifts in customer sentiment quickly to keep pace with the
market. In response to consumer sentiment that we could help our consumers save money
through the energy transition, in FY25 we launched our new electric vehicle (EV) tariffs and
enhanced our Smart Export Guarantee (SEG) tariff.
2.11.2 In addition, to help consumers reduce their own emissions, we are committed to
increasing the uptake of smart meters in our customer base. We also offer energy efficiency
advice on our website and via a dedicated energy efficiency telephone line (which provides
independent advice to consumers and businesses). As part of our transition plans (outlined
below), we will continue to develop our product offering to ensure continued strategic resilience
to this risk, and further consider any opportunity.
2.12 Net zero transition plans:
2.12.1 In FY23 we developed our initial net zero transition plan, which is summarised here
(with further detail in our ESG Report). Scope 1 and 2 GHG emissions comprise, in aggregate,
well under 1% of our overall footprint. The majority of our Scope 3 emissions are associated
with the energy we acquire through our wholesale agreement with E.ON and resell to our
customers, with our energy services comprising 97.35% of our total footprint. We have
committed to achieving net zero by 2050, across scopes 1, 2 and 3 from a FY22 emissions
baseline. Our interim target is to reduce emissions by 63% across Scopes 1, 2, and 3 by 2035.
The Group will have its targets validated by the SBTi (following finalisation of its revised
corporate reporting standard), and will track and disclose progress against them.
2.12.2 Our scope 1 emissions now comprise 51.67 tonnes CO2e from fuels associated with
heating our buildings and a small vehicle fleet of 10 vehicles, of which six are already hybrid or
electric vehicles. This is a significant reduction from 80.3 tonnes in FY24. We have identified
potential interventions to decarbonise the remainder of these emissions and will further develop
these plans. On Scope 2, we procure renewable electricity for UW-operated buildings and
commit to do so going forward. To decarbonise our value chain emissions, we will work closely
with our key suppliers, including E.ON (our wholesale energy supplier), to minimise our Scope 3
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emissions wherever possible. However, our key focus is to continue to support our customers
through the energy transition by developing and offering appropriate products and energy
efficiency advice. As part of this, we will continue to support our customers to be more energy
efficient through smart meter installation. We have also made progress on our commitment to
develop a Transition Plan Taskforce (TPT)-aligned transition plan, including full gap analysis and
action plan development. In line with the UK Government's delayed consultation on climate
transition plans, we have made limited updated disclosures within our FY25 ESG reporting.
Going forward we will continue to monitor the UK Government's consultation on TPT-aligned
transition plans and disclose in accordance with upcoming obligations.
3 Risk management
3.1 The identification, assessment and management of climate-related risks are integrated into
our wider risk management framework, which is detailed on pages 26 to 33 of this report.
Within this framework we consider the significance of climate risks in relation to other business
risks.
3.2 To determine materiality of climate change risk we considered stakeholder views,
qualitative considerations at executive/senior level, and potential impacts on the business.
These considerations also inform how we make decisions to mitigate, transfer, accept or control
climate risks.
3.3 The Audit & Risk Committee has overall responsibility for management and oversight of our
risk management framework. The size and scope of the climate change risk was evaluated in
FY22 and was re-designated as a controlled principal risk following qualitative climate scenario
analysis which highlighted that climate change risk could manifest in several different ways
across multiple time horizons. The General Counsel, as the nominated climate risk owner,
updates the risk evaluation and key controls annually. The key controls are then reviewed and
approved by the Audit & Risk Committee and Board each year to ensure that climate risk is
effectively scoped, and there is appropriate oversight and controls in place.
3.4 As set out in the governance section above, to implement climate change risk mitigations
the ESG Working Group actions outputs from the ESG Strategy Committee. The ESG Working
Group tracks market drivers, internal data, and actions on our climate risks and opportunities.
Tracking includes, for example, the number of our customers on our EV and SEG tariffs;
engagement with key suppliers; transition planning; and existing and emerging regulatory
requirements. The Working Group reports back to the ESG Strategy Committee on a quarterly
basis. This, along with qualitative assessment and consideration of stakeholder importance, and
our ability to respond to climate-related issues, assists the ESG Strategy Committee with
prioritisation and management of risks and opportunities.
4 Metrics and targets
4.1 To help us assess our risks and opportunities, we tracked the following metrics throughout
the year:
4.1.1 Our carbon reporting on Scope 1, 2 and 3 emissions follows the Greenhouse Gas Protocol
and our FY25 Scope 1 and Scope 2 emissions have been externally verified (limited assurance)
to ISO14064 Part 1 2018 through Achilles Information Limited’s Carbon Reduce Programme.
Our Greenhouse gas emissions statement is set out on page 49.
4.1.2 Total gross Scope 1 and Scope 2 emissions by unit turnover/revenue is tracked and
available on page 49.
4.1.3 Total gross GHG emissions per unit turnover/revenue (tCO2e/£m) is available on page
49.
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4.1.4 The importance of: (i) reducing greenhouse gas emissions; and (ii) energy efficiency
advice to our stakeholders was analysed as part of our environment, social and governance
double materiality assessment (a full assessment was undertaken in FY23, with a refresh in
FY24). These topics ranked third and fourth, respectively. This assessment underpins our wider
ESG strategy so is reported on in detail in our ESG Report.
4.1.5 We monitor market trends, industry updates, regulatory updates, and conduct our own
research (including feedback from our Partner network), to ensure we are able to respond to
changing consumer trends and markets. In response to such changing trends, in FY25 we
launched our new electric vehicle (EV) tariff and enhanced our Smart Export Guarantee (SEG)
tariff. In FY25 2,974 customers signed up for our EV tariff.
4.1.6 In the calendar year 2024 we installed 73,789 smart meters, which was significantly
higher than the 45,630 target. In line with industry regulations, this target is for a calendar
year rather than a financial year. Exceeding the smart meter rollout target was incorporated
into the Telecom Plus Incentive Plan (TPIP) (as detailed on page 72 of the FY24 Annual Report),
helping to ensure executive financial incentives are tied to climate actions. Our penetration rate
of 74.58% exceeds the industry average of 66%.
4.1.7 The number of customers visiting our energy efficiency webpage reduced to 15,649 visits
in FY25, down from 17,939 in the previous year. This significant reduction is likely due to the
receding of the energy crisis resulting in fewer consumers seeking advice. In addition, our
dedicated phone line (provided by Scarf), had 475 calls in the calendar year 2024, an increase
from the 133 calls received in the calendar year 2023. (Due to the mechanics of the data
capture, this metric is reported for the previous calendar year, rather than the financial year).
4.1.8 We now track employee sentiment on ESG topics on an annual basis through our
employee ‘Heartbeat’ surveys. The results of our November 2024 survey, which included
responses from 1798 employees, showed that:
64% of our employees are proud of UW’s efforts to have a positive social and
environmental impact on the world (a slight decrease of 2%);
30% have a neutral opinion of UW’s efforts (a slight increase of 1%); and
6% indicated they were not proud of UW’s efforts to have a positive social and
environmental impact on the world (a slight increase of 1%).
4.2 We have committed to achieving net zero by 2050 across scopes 1, 2 and 3. Our emissions
baseline year is FY22 and our interim target is to reduce emissions by 63% across Scopes 1, 2,
and 3 by 2035. Further information on this target, including our transition planning, is set out
on pages 62 to 63 of this report.
4.3 We do not use internal carbon pricing as it is not relevant to our business due to our low
Scope 1 and 2 carbon emissions. However, our simplified TPIP introduced the continued relative
decline of our Scope 1 and 2 emissions as a metric to be used when assessing the performance
and TPIP award eligibility of our CEO and CFO.
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Board of Directors
The Hon. Charles Wigoder
Non-Executive Chairman
Appointed
13 February 1998
Skills and experience
Charles qualified as a Chartered
Accountant with KPMG in 1984
and was subsequently employed
by Kleinwort Securities as an
investment analyst in the media
and communication sectors.
Between 1985 and 1988, he was
head of corporate finance and
development at Carlton
Communications PLC and then
Quadrant Group PLC. In March
1988 he left Quadrant Group to
set up The Peoples Phone
Company PLC, where he served
as CEO; it was subsequently
purchased by Vodafone in
December 1996. He joined the
Company as CEO in February
1998, becoming Executive
Chairman in 2010 and Non-
Executive Chairman in 2022.
External appointments
None
Beatrice Hollond
Senior Independent Non-
Executive Director
Appointed
26 September 2016
Skills and experience
Beatrice spent 16 years at Credit
Suisse Asset Management in
Global Fixed Income and began
her career as an equity analyst at
Morgan Grenfell Asset
Management.
External appointments
Beatrice is a main board director
and Chair of Remco (US) and
Chair of the International
Advisory Board (UK) of Brown
Advisory, Chair at Millbank
Financial Services Limited, Chair
of F & C Investment Trust PLC,
and adviser to a private family
office where Beatrice is also
Chair of the Investment Advisory
Committee and a member of
Remuneration & Governance
Committees. Beatrice is a main
board director and Chair of
Oldfield & Co and a director of
Smedvig AS.
Stuart Burnett
Chief Executive Officer
Appointed
23 July 2020
Skills and experience
Stuart was promoted to Co-CEO
in 2021, after two years as COO,
becoming sole CEO in August
2024.
He joined the Company in 2016
as Legal & Compliance Director
and then moved on to become
Commercial Director, managing
all commercial activity, including
our key commercial relationships
and customer proposition, before
becoming COO in 2019. Stuart
began his career as a corporate
lawyer at Slaughter & May after
reading law at Oxford University.
He then worked in senior roles at
RSA Insurance Group PLC and
TSB Banking Group PLC, prior to
joining the Company.
External appointments
None
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Nick Schoenfeld
Chief Financial Officer
Appointed
7 January 2015
Skills and experience
Nick joined the Company in
January 2015 as Chief Financial
Officer. Since 2006, Nick was
Group Finance Director of
Hanover Acceptances, a
substantial diversified private
company with holdings in the food
manufacturing, real estate, and
agribusiness sectors. He was
previously employed at Kingfisher
plc, where he was responsible for
the group's financial planning and
analysis functions. Prior to this,
he held senior strategic and
development roles within
Castorama and the Walt Disney
Company, having started his
career as a management
consultant at the Boston
Consulting Group. Nick has an
MBA from the Harvard Business
School.
External appointments
None
Andrew Blowers OBE
Non-Executive Director
Appointed
22 November 2016
Skills and experience
Andrew’s career spans over 30
years in the UK financial services
industry. He was the founder and
CEO of Swiftcover.com and
Chairman of IIC NV from 2004 to
2009, and an executive director
of Churchill Insurance before this.
He was also the senior
independent non-executive
director of AA PLC, the UK’s
leading provider of roadside
assistance, and the Chairman of
ATEC Group Limited, a specialist
digital insurance group.
External appointments
None
Bindi Karia
Non-Executive Director
Appointed
13 August 2024
Skills and experience
Bindi has deep experience in
technology and innovation having
held senior board, investment and
advisory roles across the
technology sector in Europe.
She has previously held a variety
of senior technology roles,
including as a Digital Advisory
Board member at The Very Group
and Centrica, as well as senior
roles at Silicon Valley Bank,
Microsoft Ventures and PwC.
External appointments
Bindi is currently a non-executive
director at Zigup PLC (formerly
Redde Northgate PLC), and a
Venture Partner at Molten
Ventures Plc, a European
Technology Venture Capital Fund.
Bindi also serves on the
University of East London Board
of Governors, where she is also
Chair of the Ethics Advisory
Committee.
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Carla Stent
Non-Executive Director
Appointed
26 July 2022
Skills and experience
Carla is a former Chief
Operating Officer and Partner
at Virgin group and was
previously Deputy Chief
Financial Officer and Chief
Administrative Officer of the
Global Retail and Commercial
Bank arm of Barclays Bank.
She has been a non-executive
for many years and most
recently chaired the Marex
Group plc board.
External appointments
Carla is currently Chair of the
Audit and Risk Committee for
Evelyn Partners Group, and
HBX Group.
Suzi Williams
Non-Executive Director
Appointed
23 July 2020
Skills and experience
As Chief Brand & Marketing
officer at BT, Suzi was part of
the team who transformed
the business, prior to which
she held senior leadership
roles at Capital Radio Group,
Orange, the BBC, KPMG
Consulting and Procter &
Gamble Europe. Suzi was an
independent non-executive
director at the AA PLC until
its successful sale to private
equity in March 2021, and an
independent non-executive
director at JD Sports Fashion
PLC until November 2024.
External appointments
Suzi is a senior board advisor
on brand and marketing. She
is an independent non-
executive at Zegona
Communications where she is
Chair of the Remuneration
and Nomination Committee.
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Corporate Governance Statement
The Board is pleased to report that during the year, and as at the date of this Annual Report,
the Company has applied the main principles and complied with the provisions of the UK
Corporate Governance Code (“the Code”) issued by the Financial Reporting Council in July
2018, save in the limited instances explained below. Copies of the Code are available at
www.frc.org.uk. The Board is aware of the revised UK Corporate Governance Code 2024, which
applies to financial years beginning on or after 1 January 2025, with Provision 29 effective from
1 January 2026. The Board is committed to ensuring that its governance framework and
reporting practices align with the principles and provisions of the new Code as they come into
effect.
This report, together with the Director’s Report on pages 109 to 114 and the Directors’
Remuneration Report on pages 88 to 108, provides details of how the Company has applied the
principles and complied with the provisions of the Code and where required explains the
rationale for instances where the Company has not been compliant, namely: (i) the extension
of the term of the Chairman beyond nine years; and (ii) the requirement to formally consult
with employees regarding the determination of the directors’ remuneration policy. Further detail
in relation to the Company’s position on formally consulting with employees regarding the
determination of the directors’ remuneration policy is set out in the Directors’ Remuneration
Report.
The Board of Directors
The Board meets regularly to review the progress of the Company and to discuss the measures
required for its future development. Directors are provided in advance with a formal agenda of
matters to be discussed at each meeting, and with the detailed information and papers needed
to monitor the progress of the Company, on a secure electronic portal. Records of meetings and
the decisions of the Board are maintained by the Company Secretary and are approved by the
Board at the following meeting. All directors have access to the advice and services of the
Company Secretary and, if required, are able to take independent advice at the Company’s
expense in the furtherance of their duties. Any question of the removal of the Company
Secretary is a matter for the Board as a whole. Whilst the members of the Board are all
experienced and well qualified, the opportunity to receive further training at the Company’s
expense is available to them. The non-executive directors attended such formal, externally
facilitated courses as they considered relevant to their roles and responsibilities during the
year.
Board duties
The matters specifically reserved for decision by the Board are fully documented and include
the following principal areas:
reviewing and agreeing the Company’s strategy and long-term objectives;
assessing performance in the light of the Company’s strategy and objectives;
ensuring an effective system of risk management and internal controls is in
place;
approving changes to the structure, size and composition of the Board and
reviewing its performance on an annual basis;
reviewing the Company’s overall corporate governance arrangements;
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reviewing and approving the priorities surrounding the Company’s principal
sustainability impacts, including climate change; and
approval of the Company’s financial statements prior to publication.
Matters that are specifically delegated to the committees of the Board are documented in the
various Terms of Reference of each committee which are available on the Company’s website
(www.telecomplus.co.uk).
Table of attendance at formal meetings during the year ended 31 March 2025
Name of Director Board Remuneration
Committee
Audit & Risk
Committee
Nomination
Committee
3
Number of meetings 8 3 4 2
Charles Wigoder 8 - - 2
Beatrice Hollond 8 3 4 2
Andrew Lindsay
1
4 - - -
Stuart Burnett 8 - - -
Nick Schoenfeld 8 - - -
Andrew Blowers 8 3 4 -
Suzi Williams 8 3 - 2
Carla Stent 8 - 4 -
Bindi Karia
2
4 - - -
1. Andrew Lindsay stepped down from the Board on 13 August 2024.
2. Bindi Karia joined the Board and Remuneration Committee on 13 August 2024 and attended all meetings following her appointment.
3. Nomination Committee matters were also discussed formally as part of certain full Board meetings.
In accordance with provision 12 of the Code, led by the Senior Independent Non-Executive
Director, the non-executive directors also met without the executives present during the year.
Board evaluation
The Board recognises that it needs to continually monitor and improve its performance. In
accordance with the Code, an annual evaluation of the Board was conducted to consider the
accountability, transparency and effectiveness of the Board and its committees.
2024 Evaluation: Progress to date
An external evaluation of the Board was carried in 2024 out by Warwick Court Advisory.
Focus area Actions during 2024-2025
Further development of the Nomination
Committee Succession Planning agenda in
line with the new Code 2024
The Nomination Committee has set out
formal succession matrices for the Board and
the People Team has implemented greater
focus on internal succession planning at
below Board level. The Committee is
committed to ensuring that appropriate steps
continue to be taken, where necessary, to
align its practices with the updated Code
requirements.
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Focus on stakeholder engagement strategy
for the Board to support its understanding of
key stakeholder views as an additional
strategic insight into the business
The Company is committed to strengthening
stakeholder engagement at Board level, e.g.
Bindi Karia will be designated as the
Company’s workforce engagement director to
ensure the workforce ‘voice’ is reflected in
Board discussions and decisions.
Review the regularity of Board meetings to
support the Company’s growth and expansion
plans
To support the Company’s growth and
expansion plans, the number of Board
meetings was streamlined, with increased
focus on the content and prioritisation of
agenda items to ensure effective strategic
discussions.
2025 Evaluation
An internal evaluation of the Board for the current year was conducted through the completion
of formal detailed Board, and Board committee evaluation questionnaires by each director. A
review of the results, led by the Company Secretary, principally covered the following areas:
specific matters of concern arising from the questionnaires, directors’ performances and any
key objectives for the coming year.
The evaluation questionnaires and interviews were focused on assessing effectiveness in the
following key areas:
the size and balance of the Board;
the quality of Board debates and its decision-making processes;
the quality of Board meeting material;
the individual contributions made by each director;
the Chairman’s approach to leadership;
the Senior Independent Director’s role as a sounding board to the Chairman;
the non-executive directors’ challenge of the executive directors;
the Board’s approach to identifying and mitigating key business risks;
the quality of the Company’s communications with key stakeholders;
the Board’s consideration of workforce policies and practices;
the Board’s approach to identifying and managing conflicts of interest to ensure
independent judgement;
the Board’s consideration of diversity and succession planning; and
the induction and training of Board members.
The overall conclusion reached was that the Board and its committees had continued to operate
well during the year, with the Board having a good combination of skills and experience, which
had been proactively crafted by reference to specific requirements for commercial and
professional skill sets over time.
The process noted the following areas of further potential review and discussion by the Board
and its committees: (i) further consideration of the impact of the new Code (2024) with its
increased focus on internal control and risk management measures, due to come into effect
from 1 January 2026; and (ii) review and enhance the timeliness and quality of information
provided to the Board.
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Board balance and succession
The Board comprised two executive directors and six non-executive directors at the year-end.
Beatrice Hollond acted as the Company’s Senior Independent Non-Executive Director.
Membership of each committee of the Board is set out in the table below:
Name of Director Remuneration
Committee
Audit & Risk
Committee
Nomination
Committee
Charles Wigoder - -
Stuart Burnett - - -
Nick Schoenfeld - - -
Andrew Blowers
1
Chair
Beatrice Hollond
1
Suzi Williams
1
- Chair
Carla Stent
1
- Chair -
Bindi Karia
1
- -
1
indicates independent non-executive directors.
The Code sets out circumstances which are likely to impair, or could appear to impair, a non-
executive director’s independence. These circumstances include serving on the Board for more
than nine years from the date of appointment. At the date of publication of this report, all our
non-executive directors, excluding the Chairman, have served on the Board for less than nine
years and are considered independent.
The Code also sets out that the Chair should not stay in post beyond nine years from the date
of their first appointment to the Board. As most shareholders will be aware, the Company’s
current Chairman, Charles Wigoder, has been a director of the Company since 1998 when he
joined the business as Chief Executive, subsequently becoming Executive Chairman in 2010,
prior to taking up his current position as Non-Executive Chairman following the Company’s AGM
in July 2022. The Nomination Committee reviewed Mr Wigoder’s term and concluded that it
remains in the best interests of all stakeholders that Mr Wigoder should remain in his current
role. The details of the Nomination Committee’s conclusions in this regard are set out in the
Nomination Committee report on pages 79 to 83.
The Nomination Committee has also continued to monitor the composition, diversity and skills
matrix of the Board with a focus on succession planning for our non-executive directors. One of
the key areas of focus of the Nomination Committee this year was to identify two new
independent non-executive directors to join to Board. Following an extensive search assisted by
an independent external firm, the Committee proposed the appointments of Gemma Godfrey
and Phil Bunker as new independent non-executive directors. Further details can be found in
the Nomination Committee report on pages 79 to 83.
Board diversity
The Board sets the tone for inclusion and diversity across the business and continues to commit
to the development of a diverse and inclusive organisation. One of the main objectives of the
Nomination Committee in considering the appointment of new directors to the Board remains to
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ensure that successful candidates are of the highest calibre and demonstrate the best possible
combination of skills and experience. The Committee’s terms of reference further stipulate that
candidates from a wide range of backgrounds shall be considered and that due regard will be
given to the benefits of diversity on the Board.
The Board also has a Diversity and Inclusion policy, which reinforces the Company’s
commitment to promote diversity on the Board and complements the Company’s wider
workforce diversity policy. This policy is regularly reviewed and updated by the Nomination
Committee to ensure it remains relevant, effective, and aligned with evolving best practice and
the Company’s strategic objectives. The Nomination Committee report provides further details
on the objectives of this policy and its linkages to company strategy on page 80.
The Nomination Committee is mindful of the focus on the benefits of Board diversity, including
the guidance and targets issued by the FTSE Women Leaders Review, the Parker Review and
the FCA. The Listing Rules include specific diversity targets to ensure that at least 40% of the
Board are women, at least one of the senior board positions (Chair, Chief Executive Officer
(CEO), Chief Financial Officer (CFO) or Senior Independent Director (SID)) is a woman, and
that at least one director is from a minority ethnic background, requiring companies to report
on a “comply or explain” basis. As at 31 March 2025, and at the date of publication of this
report, the Company met all of these targets with Beatrice Hollond as the SID; the Board has
50% female representation; and there is one director from an ethnic minority group.
Further detail regarding the Company’s position in relation to encouraging diversity within all
layers of the organisation is set out in the ‘People and Organisation’ section of the Strategic
Report on pages 34 to 39.
The tables below report our data on the gender identity and ethnic diversity of the Board,
senior Board positions and executive management. The data on Board diversity was collected
by asking the directors to respond to the specific questions with the use of questionnaires. The
executive management, along with the rest of our employees, were encouraged to self-identify
their gender and ethnicity data on our HR systems, so that we can improve our monitoring and
reporting on demographic data across the employee lifecycle and measure our progress
towards our diversity goals. The questions asked, and answer options provided, were selected
based on the legal definition of sex under the Equality Act 2010 for gender representation and
on the current Office for National Statistics (ONS) data collection recommendations on race and
ethnicity.
Gender representation data
Number of
Board members
Percentage of
Board members
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management*
Percentage of
executive
management*
Men 4 50% 3 6 66.67%
Women 4 50% 1 3 33.33%
Ethnicity representation data
Telecom Plus PLC Page 74 of 188 31 March 2025
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Number
of Board
members
Percentage
of Board
members
Number
of senior
positions
on the
board
(CEO,
CFO, SID
and
Chair)
Number in
executive
management*
Percentage of
executive
management*
White British or other White
(including minority-white
groups)
7 87.5% 4 8 88.89%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British 1 12.5% - - -
Black/African/Caribbean/Black
British
- - - - -
Other ethnic group, including
Arab
- - - - -
Not specified/prefer not to say - - - 1 11.11%
*We regard our Executive Leadership Team as executive management for the purposes of LR 9.8.6.
Division of responsibilities
As at the date of this report, the Board is made up of the Non-Executive Chairman, a Senior
Independent Director plus four independent non-executive directors and two executive directors
with the following responsibilities:
Non-Executive Chairman
Responsible for leading the Board and for its overall effectiveness in directing the
Company.
Facilitates constructive Board relations and the effective contribution of all non-executive
directors, and ensures that directors receive accurate, timely and clear information.
Ensures that the Board plays a full and constructive part in the development and
determination of the Company’s strategy.
Promotes effective decision-making and constructive and sufficient debate around key
issues.
Ensures that the Board seeks regular engagement with major shareholders in order to
understand their views on governance and performance against the strategy.
Leads the annual evaluation process of Board effectiveness.
Senior Independent Director
Provides a sounding board to the Chairman.
Serves as an intermediary for the other directors where necessary.
Remains available to shareholders should they have any concerns they have been
unable to resolve through normal channels.
Responsibility for communication with key shareholders in relation to corporate
governance matters.
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Chief Executive Officer
Responsible for leading the Company’s business and executing its strategy and
commercial objectives, together with implementing the decisions of the Board and its
committees.
Ensure that the Company’s decisions are sustainable in the long term, through
appropriate management, implementation and progress of sustainability interventions
which support the Company’s strategy and address material impacts including climate
change.
Ensure that the Company’s business is conducted in accordance with the highest
standards of integrity, in keeping with our culture.
Lead the engagement with the Company’s key stakeholders.
Chief Financial Officer
Provides financial leadership to the Company and aligns with the Company’s business
and financial strategy.
Responsible for financial planning, treasury and tax functions.
Responsible for internal and external financial reporting and stewardship of Company's
assets.
Supports the CEO in maintaining relationships with key stakeholders.
Independent non-executive directors
Responsible for scrutinising, measuring and reviewing the performance of management.
Provide constructive challenge and feedback to the executive directors and support in
the development of the Company’s strategy.
Bring an external perspective, knowledge and experience to the Board.
Company Secretary
Acts as secretary to the Board and its committees.
Develop Board and committee agendas and collate and distribute papers.
Supports the Chairman in considering the effectiveness of the Board.
Ensures compliance with Board procedures and that the Board receives high-quality
information in a timely manner.
Provides advice, services and support to all directors when required.
Re-election
The Company’s Articles stipulate that one third of all directors are required to retire by rotation
at each Annual General Meeting (AGM) and all newly appointed directors are required to offer
themselves for election by the shareholders at the next AGM.
However, the Code requires that all directors of FTSE 350 companies be subject to annual re-
election by shareholders. Therefore, all the directors will be submitted for re-election at the
forthcoming AGM in August, other than Beatrice Hollond, who will be stepping down from the
Board at the meeting. The Board has determined that all directors submitted for re-election
continue to make a valuable contribution to the commercial success of the Company, with each
bringing a complementary range of skills to the team.
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Remuneration Committee
The Board has a Remuneration Committee whose responsibility is to ensure that the
remuneration of executive directors is sufficient to attract, retain and motivate people of the
highest calibre. The Remuneration Committee currently comprises four independent non-
executive directors, namely Andrew Blowers (Chair of the Committee), Beatrice Hollond, Suzi
Williams and Bindi Karia. The Directors’ Remuneration Report provides the details of the
emoluments of each director, and this may be found on pages 88 to 108.
The Remuneration Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Audit & Risk Committee
The Audit & Risk Committee comprises three independent non-executive directors, Carla Stent
(Chair of the Committee), Andrew Blowers and Beatrice Hollond in compliance with the Code
(provision 24). The activities of the Audit & Risk Committee are set out on pages 84 to 87.
The Audit & Risk Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Nomination Committee
The Nomination Committee comprises Suzi Williams (Chair of Committee), Beatrice Hollond,
Andrew Blowers and Charles Wigoder, and therefore has a majority of independent non-
executive directors in compliance with the Code (provision 17). Andrew Blowers joined the
Committee during the year to bolster independent non-executive director representation during
a period of significant work for the Committee. The main purpose of the Nomination Committee
is to make recommendations to the Board on the appointment of new directors. The activities of
the Nomination Committee are set out on pages 79 to 83.
The Nomination Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Relations with shareholders
It is the policy of the Company to maintain a dialogue with institutional shareholders and to
keep them informed about the objectives of the business. The Board considers that it is
appropriate for the executive directors to discuss any relevant matters regarding company
performance with major shareholders and this is undertaken primarily by the Chief Executive
Officer and Chief Financial Officer. The Chief Executive Officer provides feedback from major
shareholders to the other directors, ensuring that Board members, and in particular non-
executive directors, develop a balanced understanding of the views of major investors. The
executive directors met with a number of the Company’s main shareholders during the year.
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The Chief Executive Officer and Chief Financial Officer also have periodic discussions with the
Company’s brokers and any issues are fed back to the Board as appropriate. When reports are
received from the Company’s brokers following investor presentations, these are submitted to
the Board for review. Additionally, key representatives of the Company’s brokers are
periodically invited to present at a full Board meeting.
Responsibility for communication with key shareholders in relation to corporate governance and
Board remuneration matters lies primarily with the Senior Independent Non-Executive Director
and the Chair of the Remuneration Committee who are assisted in this regard by the Company
Secretary.
Annual General Meeting
Notice of the AGM and related papers are sent to all shareholders at least 20 working days
before the meeting. Separate resolutions are proposed for each matter including the adoption
of the Report and Accounts, the approval of the Company’s Remuneration Policy, the Directors’
Remuneration Report and the appointment of the Group’s external auditor. Proxy votes are
counted and the meeting is advised of the number of proxies lodged for and against each
resolution. The chairs of the Audit & Risk, Remuneration and Nomination Committees and the
remaining non-executive directors are normally available to answer questions. Shareholders
who attend are invited to ask questions and take part in the meeting.
Internal control and risk management
The Board acknowledges its responsibility for the Group’s systems of internal control and risk
management. However, it recognises that any system can only provide reasonable, and not
absolute, assurance against material misstatement or loss. The principal risks faced by the
Company and the measures taken to address these risks are set out in the Strategic Report on
pages 26 to 33.
In conjunction with the Company’s senior management team, the executive directors regularly
identify, review and evaluate the key risks faced by the Group and the effectiveness of the
internal controls in place to mitigate these risks. The results of these reviews are recorded in a
formal document which sets out a detailed evaluation of each risk and the associated internal
control in place to mitigate that risk. The document is reported to the Audit & Risk Committee
for review at least once per year. Following review by the Audit & Risk Committee, the
document is reported to the full Board. The Board of directors has continued to review the
internal controls of the Company (including financial, operational and compliance controls, and
risk management) and the principal risks which the Company faces during the year.
The Board is aware of the revised UK Corporate Governance Code, which introduces new
requirements under Provision 29 for financial years starting on or after 1 January 2026. These
changes will require companies to review and confirm the effectiveness of their material
internal controls. While these requirements are not yet in effect, we are committed to ensuring
that our internal governance framework remains robust, and we will take appropriate steps
where necessary to align our practices and disclosures with the updated Code requirements in
due course. The Board is committed to strong governance and will report in line with Provision
29 in due course.
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Nomination Committee Report
Introduction
The members of the Nomination Committee (“the Committee”) are Suzi Williams (Chair),
Beatrice Hollond, Andrew Blowers and Charles Wigoder; this means that the Committee has a
majority of independent non-executive directors in compliance with the UK Corporate
Governance Code (“the Code”) (provision 17). Andrew Blowers joined the Committee during the
year to bolster independent non-executive director representation during a period of significant
work for the Committee.
The key responsibilities of the Nomination Committee include:
making recommendations to the Board on the appointment of new non-executive and
executive directors, including making recommendations as to the composition of the
Board generally and the balance between executive and non-executive directors;
giving consideration to succession planning for directors and other senior executives;
reviewing on an annual basis the time required from non-executive directors and
assessing whether the non-executive directors are spending enough time to fulfil their
duties;
reviewing and monitoring the implementation of the Board’s policy on diversity and
inclusion;
reviewing the re-election by shareholders of directors under the annual re-election
provisions of the Code; and
evaluating any matters relating to the continuation in office of any director including
the suspension or termination of service of an executive director.
The Committee’s general position in relation to diversity and the Code requirement to set out
any measurable objectives that exist in this regard is included in the Corporate Governance
Statement on pages 73 and 74 of this document.
The Committee’s activities for the year ended 31 March 2025
The Committee met formally twice during the year and Committee matters were also discussed
as part of certain full Board meetings. The Committee’s principal activities during the year
related to the identification and evaluation of two new independent non-executive directors.
Appointment of new independent non-executive directors
In the light of Beatrice Hollond and Andrew Blowers reaching their nine-year terms on the
Board in September 2025 and November 2025 respectively, during the period the Committee
commenced the process of identifying two new independent non-executive directors for
appointment to the Board. Skills profiles were created drawing on the recent independent board
skills review, and an external search consultancy, Korn Ferry, was instructed to assist in
drawing up a diverse shortlist of suitable candidates for consideration by the Committee. The
strong final shortlist included 60% female and 40% international candidates - all of whom were
invited to meet the members of the Committee, acting on behalf of the Board, to evaluate their
suitability for the roles.
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From the potential candidates interviewed, Gemma Godfrey and Phil Bunker were identified as
extremely strong candidates by the Committee and displayed a keen interest in joining the
Board.
An experienced non-executive director and FCA-approved Chair, Gemma has built two digital
businesses and combines an entrepreneurial track record with a robust approach to governance
- serving on remuneration and nominations committees. She is a Board Champion for ESG and
Consumer Duty, and a Partner on AI. She is also the FCA-approved Chair for the Authorised
Corporate Director (ACD) of a joint venture between Schroders and Lloyds Banking Group and
was previously a board director for a global sustainable energy solutions company. Gemma is a
non-executive director of Oberon Investments Group PLC and Saga PLC.
Phil is a highly experienced insurance leader with a strong entrepreneurial background who has
had both executive and non-executive roles at some of the UK’s most successful insurance
businesses. Phil started his insurance career at Lloyd’s of London before moving to NIG where
he became managing director and an executive director of The Churchill Group. His most recent
executive position was at Liverpool Victoria Insurance as part of a transformation team that
over 10 years tripled the size of the business. Phil’s non-executive experience includes FCA
regulated roles at AA Insurance Services, where he Chaired the Remuneration Committee, and
Ardonagh Advisory, where he chaired the Audit & Risk Committee and the Remuneration
Committee. He is currently NED chair of Prestige Insurance Holdings. Phil trained as a
Chartered Accountant at Price Waterhouse after studying economics at UCL.
The members of the Committee formally interviewed the candidates, benchmarking experience
and capabilities against the key attributes previously discussed by the Board. The Committee’s
conclusions were reported to the Board and the appointments were put forward for approval.
Gemma and Phil will formally join the Board immediately after the forthcoming AGM in August.
It is expected that Gemma will join the Audit & Risk Committee and the Remuneration
Committee. Phil is expected to join the Audit & Risk Committee, the Remuneration Committee
and the Nomination Committee in due course (and will succeed Andrew Blowers upon his
departure as Chair of the Company’s Gibraltarian insurance company UWI Limited.)
Korn Ferry does not have any other connection with the Company.
Diversity and inclusion
The Company recognises that the Board sets the tone for inclusion and diversity across the
business. The boardroom is a place for robust and open debate where challenge, support,
diversity of thought and background, and of course teamwork are essential for optimal
decision-making and the long-term success of the Company. Current Board performance is
strong in this regard, and recent changes have been productive. We are especially proud that
the board is currently 50% female.
To further codify this the Board has a Board Diversity and Inclusion policy, which sets out its
approach to diversity and inclusion of the Board and its committees in compliance with DTR
7.2.8AR(1). The objective of this policy is to formalise the Company’s commitment to ensure
there is an appropriate balance of skills, experience, diversity and independence on the Board
and any new appointments are subject to a formal, rigorous and transparent procedure, and
based on merit, objective criteria and promote diversity in all aspects. The Nomination
Committee is mainly responsible for reviewing and monitoring the implementation of this policy
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and for leading succession planning to support its objectives. The current formation of the
Board and its targets to achieve diversity is detailed in the Corporate Governance statement on
pages 73 to 74.
The Committee also meets formally with the Company’s Chief People Officer each year to
review broader diversity and inclusion programmes and assess progress against people
development activities. This is to ensure Board policies are being appropriately cascaded and
developed throughout the business.
Skills and experience
The Nomination committee uses a skills matrix when assessing its succession plans. The matrix
identifies where the skills and experience of our Board members are particularly strong and
where there are opportunities to further develop the Board’s collective knowledge.
Background and experience Number of non-executive directors (/5)
Finance and risk expertise 4
Operational expertise 3
Sector/industry/markets expertise 3
Media and marketing expertise 2
Environment Social Governance (ESG)
experience
1
Remuneration matters 3
External boardroom experience 5
Induction, training and development
The ongoing training and development requirements of the Board members are regularly
reviewed with further training made available to address any development needs to update
their skills, knowledge and familiarity with the Company.
Board evaluation
In accordance with the Code, the Company conducts an annual evaluation of Board and Board
committee performance and effectiveness, which every Director engages in. Following the
extensive external independent review in 2024, the 2025 evaluation was carried out through
internal questionnaires.
Board changes
As announced in last year’s Annual Report and by RNS on 21 November 2023, Andrew Lindsay
stepped down from the Board and as Co-Chief Executive Officer following the 2024 AGM on 13
August 2024, after 16 years with the Company. Andrew has remained with the business on a
part-time basis, with a focus on supporting and further growing our Partner community. This
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seamless succession has left the business strongly placed for the next phase of growth under
Stuart's proven leadership as sole Chief Executive Officer.
Board balance and succession planning
The Committee, building on insights from the external Board evaluation carried out in 2024,
continued to develop its detailed Board design and succession plan during the period. A key aim
of the Committee is to ensure an appropriate balance of skills and experience, and a seamless
transition for senior executive and non-executive positions over time.
As part of this process, the Committee reviewed the term of the Chairman, mindful of the Code
requirement that the Chair of a company should not generally stay in post beyond nine years
from the date of their first appointment to the Board.
As most shareholders will be aware, our current Chairman, Charles Wigoder, has been a
director of the Company since 1998 when he joined the business as Chief Executive,
subsequently becoming Executive Chairman in 2010, prior to taking up his current position as
Non-Executive Chairman following the Company’s AGM in July 2022.
The Committee acknowledge that Mr Wigoder has never been considered as Independent (due
to his historic role as an executive director, his long tenure on the Board and continuing
significant shareholding in the Company). However, the independent members of the
Nomination Committee unanimously consider that it remains in the best interests of all
stakeholders that Mr Wigoder should remain in his current role.
This conclusion reflects the combination of: (i) continuing strong business performance; (ii) the
invaluable and irreplaceable knowledge base that he brings to the Company; (iii) his
exceptional relevant commercial experience; and (iv) the high calibre of the other non-
executive Board members, including the imminent appointment of Gemma Godfrey and Phil
Bunker, who have agreed to join the Board after the AGM in August. These appointments
complete a comprehensive refreshment of our independent non-executive director base, which
has taken place over the last four years, creating a fresh and dynamic new independent team
to steer the business through its next phase of growth, and providing a robust counterweight to
the much longer Board tenure of Mr Wigoder.
The Board fully supports Mr Wigoder continuing in his current role, noting our ongoing strong
performance and the unique contribution he makes to the business. We believe that any
governance risk posed by him remaining is fully mitigated by the strength and composition of
the Board as a whole, a conclusion supported by Warwick Court Advisory in the most recent
external board review.
The ongoing refresh of independent non-executive directors will mean that by this autumn the
average non-executive tenure will be less than two years, further bolstering independence on
the Board. We are satisfied that this newly strengthened Board, combining a majority of fully
independent and highly skilled non-executives with Charles’ deep knowledge and unique
insights, is firmly in the best interests of all our stakeholders.
Time commitment
The expected time commitment of all directors is agreed and set out in writing in their letters of
appointment. All directors are engaged in providing their external commitments to establish
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that they have sufficient time to meet their board responsibilities. Any proposed external board
appointments are approved by the Board and consideration is given to potential conflicts and
how these can be managed, and this is reviewed on a regular basis. Further details on the
Board's external appointments can be found on pages 66 to 68.
The Nomination Committee and the Board are comfortable that all Board members have
sufficient capacity to serve on the Company's Board.
I look forward to updating you again at the next opportunity.
Suzi Williams
Chair of the Nomination Committee
On behalf of the Board
24 June 2025
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Audit and Risk Committee Report
In accordance with the UK Corporate Governance Code (“the Code”) (provision 24) the
Committee comprises three independent non-executive directors: Carla Stent (Chair), Beatrice
Hollond and Andrew Blowers. Carla Stent is also identified as having recent and relevant
financial experience.
The Audit & Risk Committee
The purpose of the Committee is to assist and provide advice to the Board in the fulfilment of
its oversight responsibilities, to ensure the integrity of the financial reporting and audit process,
to oversee the maintenance of sound internal control and corporate risk management systems,
to review the Company’s attitude to risk, and to monitor compliance with legal obligations and
regulatory requirements.
Attendance at Committee meetings during the current year by Committee members is set out
in the Corporate Governance Report on page 70 of this document. In accordance with best
practice, the Committee has the opportunity to meet with the external auditor of the Company
without the presence of any executive directors and has done so during the current year. The
Chair of the Committee has also had direct contact with the Audit Partner during the year.
The key responsibilities of the Committee include:
reviewing the appointment, re-appointment and removal of the external auditor and
the direction of the external auditor to investigate any matters of particular concern;
assessing the effectiveness of the Company’s external auditor, including considering
the scope and results of the annual audit;
reviewing the independence and objectivity of the external auditor and assessing
any potential impact on objectivity resulting from the provision of non-audit services
by the external auditor;
monitoring the integrity of the financial statements of the Company and any formal
announcements relating to the Company’s performance;
reviewing the impact of the application of new accounting standards and other
disclosure requirements;
reviewing the adequacy and effectiveness of the Company’s internal financial
controls and other internal control and risk management processes;
reviewing the Company’s compliance, whistleblowing and fraud processes; and
advising the Board on the appropriate level of risk appetite for the Company and the
principal and emerging risks that the Company is willing to take across all major
activities.
The senior management team and executive directors periodically review the effectiveness of
key internal control and risk management processes within the Company and report any
changes in such activities to the Committee and the external auditor for consideration. The
review covers material controls, including financial, operational and compliance controls.
The Committee’s activities for the year ended 31 March 2025
The scope of the Committee includes oversight of both audit and risk-related activities.
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The Committee’s main activities during the current year included a review of the financial
statements, including a detailed evaluation of the significant accounting issues therein.
The actions taken by the Committee in regard to these issues are described in the table below.
Issue Action taken by the Board and Committee
Verification of the operational
accuracy of billing system
Review of internal analysis
Monitoring of regulator communications (Ofgem,
BABT) and monthly monitoring of detailed call
centre statistics which would indicate significant
billing issues.
Revenue recognition in relation to
energy services
Monitoring of key assumptions underlying the
recognition of energy revenues based on internal
analysis.
Estimation related to Expected Credit
Losses
Review of key assumptions underlying the
estimations related to Expected Credit Losses.
During the year, the Committee reviewed and approved the Company’s half-year and annual
financial statements. As part of this process the Committee assessed the required disclosures
under IFRS 17 Insurance Contracts and determined that they were not material to the financial
statements. The Committee has advised the Board that the Annual Report and Accounts taken
as a whole provide a fair, balanced and understandable picture of the Company’s position and
performance, business model and strategy.
Also, the Committee has considered, amongst other matters, compliance with the provisions of
the Code and accounting developments, the effectiveness of the Company’s internal financial
control environment and its risk management and control processes. As part of this process the
Committee has also considered the need for any special projects or internal investigations,
including monitoring the successful conclusion of the review of the Group’s insurance products
with the FCA.
During the period the Committee continued with its programme of more detailed reviews into
various areas of the business. These included: IT controls and cyber risks; energy and telecoms
regulation and compliance; people risks; corporate policies; procurement; health and safety;
data governance framework; privacy; fraud; information security; business continuity; and
Consumer Duty compliance.
In accordance with the Code (provision 25), the Committee has also considered the need for an
internal audit function at the Group. In the light of the simplicity of the Group structure, its
single country focus, its relatively straightforward financial model, the internal controls and
internal and external assurance in place and the fact that management and the Board conduct
regular financial and compliance reviews, the Committee has recommended to the Board that a
Group-wide internal audit function is not currently appropriate for the business. This decision
will be kept under regular review and, where appropriate, external assurance will continue to be
sought on specific areas. In this regard, during the period, the Group appointed Forvis Mazars
to provide internal audit review services relating to the Group’s Financial Services activities.
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The Committee is aware of the revised UK Corporate Governance Code, which introduces new
requirements under Provision 29 for financial years starting on or after 1 January 2026. These
changes will require companies to review and confirm the effectiveness of their material
internal controls. While these requirements are not yet in effect, the Committee is committed to
ensuring that the Company’s internal governance framework remains robust, and appropriate
steps will be taken where necessary to align the Company’s practices and disclosures with the
updated Code requirements in due course.
External auditor effectiveness
The Company’s external auditor, KPMG, presented a detailed audit report to the Committee
following a review of the annual financial statements. Having regard to its review of the work
performed by the external auditor during the year and its approach to key audit issues, the
Committee was satisfied with the effectiveness of KPMG as external auditor.
In reaching this conclusion, the Committee assessed:
the efficiency with which the audit team was able to understand the Company and
its systems and processes;
the experience and expertise of the audit team;
the scope and eventual fulfilment of the detailed audit plan;
the robustness and perceptiveness of the audit team in their handling of key
accounting and audit judgements; and
the nature and quality of the content of the external auditor’s report.
In the meantime, the Committee has recommended to the Board, for approval by shareholders
at the AGM, the reappointment of KPMG as the Company’s external auditor for the coming year.
External auditor independence
In order to guard against the objectivity and independence of the external auditor being
compromised, the provision of any significant additional services remains subject to the prior
approval of the Committee.
The Committee would prohibit the provision of the following key types of non-audit related work
by the Company’s external auditor:
tax services;
services that involve playing any part in the management or decision-making of the
Company;
designing and implementing internal control or risk management procedures related
to the preparation and/or control of financial information or designing and
implementing financial information technology systems;
valuation services, including valuations performed in connection with actuarial
services or litigation support services; and
services linked to the financing, capital structure and allocation, and investment
strategy of the Company, except providing assurance services in relation to the
financial statements, such as the issuing of comfort letters in connection with
prospectuses issued by the Company.
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The Committee will also prohibit any other work where mutual interests exist that could impair
the independence and objectivity of the external auditor.
Reporting of staff concerns
During the year the Company operated an independently facilitated whistleblowing system for
staff of the Company to raise, in confidence, concerns they may have over possible
improprieties, financial or otherwise. All employees have been notified of this arrangement on
the Company’s intranet website (Code provision 6). No significant matters were raised by
employees during the current year.
Conclusion
I would like to take this opportunity to thank both Beatrice Hollond and Andrew Blowers, who
will be stepping down from the Board of the Company in FY26, for their significant contributions
to the Committee over the last nine years. I look forward to welcoming Gemma Godfrey and
Phil Bunker to the Committee in due course and expect that their significant experience will be
of great benefit.
I look forward to updating you again at the next opportunity and will be available at the AGM to
respond to any questions shareholders may have on this report or in relation to any of the
Committee’s activities.
Carla Stent
Chair of the Audit and Risk Committee
On behalf of the Board
24 June 2025
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Directors’ Remuneration Report
Annual statement
As chair of the Remuneration Committee (“Committee”) and on behalf of the Board, I am
pleased to present our report on directors’ remuneration for the year ended 31 March 2025.
The report comprises three sections:
This statement, which provides an overview of the key decisions made on Directors’
remuneration during the year.
The Annual Report on Remuneration, which describes how our current Policy was
applied for the year ended 31 March 2025.
Our Directors’ Remuneration Policy (“Policy”) approved by shareholders at the 2023
Annual General Meeting (“AGM”).
Performance outcomes for the year ended 31 March 2025
The Company delivered continued strong performance in the year to 31 March 2025, driven by
double-digit growth in customer numbers for the fourth consecutive year, and we remain firmly
on track to increase our customer base to two million over the medium term. We are proud of
our performance, and this is reflected by the value we are delivering to shareholders through
the full year dividend of 94p.
The Company’s performance is reflected in variable remuneration outcomes for the year, with
the annual Telecom Plus Incentive Plan (TPIP) award outturn for executive directors at 62.3%
of maximum. The Group delivered adjusted pre-tax profit of £126.3m (2024: £116.9m) which
resulted in an outcome of 60.8% of maximum for the adjusted pre-tax profit element (which
carries a 70% weighting of the overall award). Performance against strategic objectives (which
focused on reduction in administrative costs, customer growth and product development and
regulatory/ESG related targets) resulted in an outcome of 65.8% of maximum for the strategic
element (which carries a 30% weighting of the overall award).
The Committee carefully considered the TPIP outcome and concluded that it fairly reflected the
performance of the Company and did not elect to exercise any discretion this year.
In accordance with the rules of the TPIP approved by shareholders in 2023, 30% of the award
will be paid in cash and 70% will be deferred into nil-cost options vesting in two years. The
shares issued from exercising the nil-cost options will be subject to a further two-year holding
period. Full details of the TPIP outcome for the year ended 31 March 2025 are set out on pages
101 to 102.
No long-term incentive growth shares awards were exercised by the executive directors during
the year ended 31 March 2025.
Board changes
Chief Executive Officer
As announced in last year’s Annual Report and by RNS on 21 November 2023, Andrew Lindsay
stepped down from the Board and as Co-Chief Executive Officer following the 2024 AGM on 13
August 2024, after 16 years with the Company. His remuneration was in line with the approved
Directors’ Remuneration Report up to this date, following which Andrew has remained with the
business on a part-time basis, with a focus on supporting and further growing our Partner
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community. This seamless succession has left the business strongly placed for the next phase
of growth under Stuart's proven leadership as sole Chief Executive Officer.
As noted last year, Andrew did not receive a TPIP award for the year ending 31 March 2025.
Full details of his 2024/25 remuneration are set out in the Annual Report on Remuneration,
with further information provided under the ‘Payments for loss of office’ section.
Implementation of the Policy for the year ending 31 March 2026
Base salaries and fees
All executive directors received salary increases of 1.5% effective from 1 April 2025. The
Committee was satisfied that this was an appropriate level of increase given this aligned with
the typical salary increase granted to the wider workforce.
Pensions
The percentage level of pension provision (or cash allowance equivalent) for executive directors
for FY26 will be 4.5% of base salary which is equal to the percentage contribution rate available
to the majority of employees, and below the rate of 10% which employees with eight or more
years’ service are entitled to receive.
TPIP awards
TPIP awards will be granted with a maximum opportunity of 350% of salary to Stuart Burnett
(CEO) and of 235% of salary to Nick Schoenfeld (CFO) in respect of the year ended 31 March
2026 subject to the following performance measures:
Adjusted Pre-Tax Profit (70% weighting)
Customers per Full Time Equivalent Employee (10% weighting)
Customer base growth (10% weighting)
Strategic projects (10% weighting)
The Committee has carefully considered the most appropriate performance measures for the
awards. The majority of the award will be assessed against the Group’s primary financial KPI
(profit) in line with best practice and consistent with prior years. The non-financial measures
incentivise customer growth alongside cost efficiency, plus progress in developing a range of
strategic partnerships and projects, in line with the Group’s strategic priorities for the year
ahead.
The targets for the awards are considered to be commercially sensitive and will be disclosed in
next year’s Directors’ Remuneration Report.
Following the end of the one-year performance period, any shares earned will be subject to a
two-year deferral period in advance of vesting. An underpin will apply over the performance
and deferral periods, which will be assessed with reference to the following financial and non-
financial metrics:
Balance sheet health – net debt:EBITDA ratio below 3x and no notifiable breach of
bank covenants.
Growth in core services - the number of core services supplied to UW Residential
customers must have increased between the date of award and the date of vesting.
Emissions reductions – Scope 1 and 2 emissions must be lower, at the end of the
vesting period, than the projected Scope 1 and 2 emissions 1.5⁰C reduction pathway
level for the end of the vesting period, as set out in the Company’s ESG Report
published in the award year.
Reputation - there must have been no material damage to the reputation of the
Company during the vesting period.
A holding period will apply for two years from the date of vesting.
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Non-executive director fees
The non-executive directors received an increase of 1.5% to their base fee from £59,500 to
£60,390 effective from 1 April 2025, in line with wider workforce salary increases and the
increase awarded to the executive directors’ salaries.
The fees for the non-executive directors were also reviewed in the light of the latest market
benchmarks. It was acknowledged that the fees had fallen behind the market, particularly in
relation to the various additional roles carried out by the non-executives. The revised applicable
annual fees for additional roles for FY26 are therefore as follows:
● Senior Independent Director additional fee: £11,000 (FY25: £5,400)
● Audit & Risk Committee Chair additional fee: £12,000 (FY25: £10,800)
● Remuneration Committee Chair additional fee: £11,000 (FY25: £10,800)
● Nomination Committee Chair additional fee: £10,000 (FY25: £5,400)
● Committee membership additional fee: £5,000 (FY25: N/A)
● ESG Board representative additional fee: £2,000 (FY25: N/A)
● Consumer Duty Board representative additional fee: £3,000 (FY25: N/A)
● Employee Engagement Board representative additional fee: £2,000 (FY25: N/A)
Conclusion
We believe that the Policy operated as intended during the year and we consider that the
remuneration received by the executive directors was appropriate taking into account Company
and personal performance, and the experience of shareholders and employees.
In accordance with the regular shareholder voting cycle, we intend to review the Policy during
2025 and will put forward a new Policy for shareholder approval at the 2026 AGM. Reflecting
our satisfaction with the operation of the Policy over this cycle to date, at this moment in time
we believe that it is unlikely that we will be proposing large-scale change to the existing
structure. However, our review will incorporate emerging market practice, and we will engage
in consultation with shareholders at the appropriate time.
Any shareholder consultation process will be overseen by my successor as Remuneration
Committee Chair, as I will be standing down from the Board in December 2025 following nine
fulfilling years as a Non-Executive Director. It has been a pleasure to lead this Committee, and
I wish my successor all the best in the role going forward.
I hope that this Remuneration Report will receive your support at the upcoming AGM, and of
course I remain available over this period to respond to any questions shareholders may have
on this report or in relation to any of the Committee’s activities.
Andrew Blowers OBE
Chairman of the Remuneration Committee
24 June 2025
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Remuneration Policy
Introduction
The Directors’ Remuneration Policy was approved by shareholders at the AGM on 4 August
2023 (85.07% of votes cast being in favour) and became effective from that date. There are no
proposals to amend the Directors’ Remuneration Policy at the 2025 AGM. A summary of the
policy is set out below for reference to assist with the understanding of the contents of this
report. The full policy is detailed in our FY23 Annual Report, which can be found in the
“Investors” section under “Latest results and annual report” on the Company’s corporate
website (www.telecomplus.co.uk).
The Company’s overall remuneration policy is to ensure that the executive directors and other
senior managers are fairly and responsibly rewarded for their individual contribution to the
overall long-term performance of the Company, in a manner that ensures that the Company is
able to attract, motivate, and retain executives of the quality necessary to ensure the
successful long-term performance of the Company. The Policy continues to be based on the
principle that the remuneration of the directors and senior management should be aligned with
the experience of external shareholders.
The Policy also takes into account the principles set out in Provision 40 of the UK Corporate
Governance Code:
Provision 40
requirement
How this has been addressed
Simplicity The Company operates an approach to remuneration that is simple to understand and
familiar to stakeholders:
fixed element: base salary, benefits and pension.
variable element: annual TPIP award which pays out 30% in cash and
70% in shares deferral for two years and subject to additional two year
post-vesting holding period.
Clarity The operation of our Policy, and its alignment to our strategy are clearly disclosed as well
as the performance requirements that dictate outcomes. This provides clarity to
stakeholders on the relationship between the successful implementation of the strategy and
how our leadership is rewarded.
Risk The Policy includes features to ensure Executive Director remuneration supports the long-
term sustainability of the business and is risk-aligned with shareholders. These features
include:
malus and clawback provisions;
a two-year post-vesting holding period for vested TPIP awards;
two-year deferral in shares of 70% of any TPIP payout;
an underpin that operates in respect of TPIP awards from the start of the
performance period, to the end of the deferral period; and
a minimum shareholding requirement, including a two-year post-
employment requirement.
Predictability The Policy governs the minimum and maximum opportunities for the Executive Directors in
relation to their TPIP awards, providing a clearly defined limit. Actual incentive outcomes
vary depending on the level of performance achieved against specific measures.
Proportionality A large element of Executive Director remuneration is share-based, ensuring that the
interests of Executive Directors and shareholders are aligned. The TPIP deferral in shares
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for two years, and the additional two year post-vesting holding period, and the minimum
shareholding requirement maintain this alignment over the longer-term.
Alignment to culture To ensure that remuneration drives behaviours consistent with our purpose, values and
strategy, we aim to:
understand the remuneration of the wider workforce; and
engage with our stakeholders, including our colleagues.
Remuneration Policy table
How component
supports strategic
objectives
Operation of component Maximum potential value of
component
Performance metrics
used, weighting and
time periods
Base Salary
To recognise status
and responsibility to
deliver operational
strategy on a day-
to-day basis.
Base salary is paid in 12 equal
monthly instalments during the
year.
Base salaries are reviewed
annually with any changes
normally effective from 1 April
each year, and also (where
relevant) to reflect changes in the
responsibilities of each individual.
Whilst there is not a set
maximum, increases will normally
be in line with the range of
increases awarded to other
employees.
Salary increases above this level
may be awarded in appropriate
circumstances including but not
limited to the following:
to reflect any change in
the level of responsibility
of the individual (whether
through a change in role
or an increase in the
scale and/or scope of the
activities carried out by
the Company);
an increase in experience
and knowledge of the
Company and its
markets.
None, although overall
performance of the
individual is considered
by the Committee when
setting and reviewing
salaries.
Benefits
To provide benefits
commensurate with
the role and market
practice.
Executive Directors receive
benefits set at an appropriate level
taking into account total
remuneration, market practice,
the benefits provided to other
employees in the Group and
individual circumstances.
The Company pays for private
healthcare for each director and
their immediate family.
The Company provides company
cars for executive directors where
appropriate.
The Company provides death in
service benefits up to a maximum
of four times annual base salary
(subject to prevailing policy caps).
The Committee reserves the right
to introduce other benefits, for
example in the case that this is
necessary to attract and/or retain
key executive directors.
Whilst the Committee has not set
an absolute maximum on the level
of benefits Executive Directors
may receive, the value of benefits
is set at a level which the
Committee considers to be
appropriately positioned taking
into account relevant market
levels based on the nature and
location of the role, the level of
benefits provided for other
employees in the Group and
individual circumstances.
None.
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In relation to new directors the
Company will pay for reasonable
relocation expenses where
required.
Pension
To provide funding
for retirement.
Defined contribution pension
scheme is open to all employees
and executive directors.
In appropriate circumstances, such
as where contributions exceed the
annual or lifetime allowance
(where in force), Executive
Directors may take a taxable cash
supplement instead of
contributions to a pension plan.
The percentage level of pension
provision (or cash allowance
equivalent) for executive directors
will not exceed the highest
percentage contribution rate
available to a majority of
employees.
None.
Telecom Plus Incentive Plan
To incentivise the
delivery of financial
and strategic
priorities and
directly align the
directors’ interests
with those of all
other shareholders.
Awards under the Telecom Plus
Incentive Plan are dependent on
the achievement of performance
measures.
30% of the award earned is paid
in cash following the end of the
performance period.
The balance is deferred in the
form of a nil cost option,
conditional share award or
restricted share which vests after
a further two years and is
thereafter subject to a further
two-year post-vesting holding
period.
A discretionary underpin will apply
over the performance and deferral
periods.
Malus applies to cash awards prior
to payment and deferred share
awards prior to vesting.
Cash payments are subject to
clawback provisions for up to two
years following payment.
Deferred share awards are subject
to clawback provisions during the
two-year deferral period.
Malus and clawback may apply in
the following circumstances: a
material misstatement of the
Company’s results, error in the
assessment of a performance
target or in the information used
to determine the value of the cash
award and/or the number of
shares, a material regulatory
breach, gross misconduct on the
Maximum opportunity of up to
350% of base salary may be
awarded in respect of each
financial year.
Targets are set annually
reflecting the Company’s
financial and strategic
priorities and
performance is measured
over a one year period.
At least 70% of the
awards will be assessed
against financial
performance metrics. The
balance is assessed
against non-financial
strategic objectives.
Financial metrics
No more than 25% of
each metric will vest for
threshold performance
with full vesting for
maximum performance.
Non-financial metrics
Non-financial metrics
vesting will apply on a
scale between 0% and
100% based on the
Committee’s assessment
of performance against
objectives.
The discretionary
underpin will be assessed
with reference to a range
of financial and non-
financial metrics.
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part of the Participant,
reputational damage to the
Company, a material failure of risk
management, insolvency or
corporate failure, or any similar
circumstances in the opinion of the
Board.
Dividends (or equivalents,
including the value of any
reinvestment) may accrue in
respect of deferred share awards.
Shareholding Requirement
To strengthen the
long-term alignment
of directors’
interests with those
of all shareholders.
Shareholding requirement policy is
primarily derived from the issue of
shares resulting from the exercise
of awards made under company
share plans, such as the new
Telecom Plus Incentive Plan and
existing awards made under the
LTIP 2016.
Executive directors are expected
to progressively build and retain a
shareholding in the Company
worth 200% of basic salary over a
maximum of 10 years; until such
time as they have achieved this
level, they are required to: (i)
retain all the shares vesting to
them under the Telecom Plus
Incentive Plan (other than to
settle associated tax liabilities on
vesting); and (ii) retain not less
than 25% of any shares issued to
them under the LTIP 2016.
Under LTIP 2016, in relation to
the 25% blocks of their award
which vest after 3, 5 or 7 years,
participants are required to retain
50% of any shares they choose to
convert for at least 12 months. In
relation to the final 25% block
which vests after 10 years, they
are obliged to retain 75% for 12
months, 50% for 18 months, and
25% for 24 months.
The above holding periods
continue to apply to participants
after they cease to be employed
by the Company.
Future share awards to directors
will be made subject to a post-
vest holding period.
Post-employment
Executive directors who step down
from the Board are required to
retain a holding in ‘guideline
shares’ equal to:
200% of salary (or
their actual
N/A
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shareholding at the
point of departure if
lower) for the first
12 months following
stepping down as
executive director.
100% of salary (or
their actual
shareholding at the
point of departure if
lower) for the
subsequent 12
months.
‘Guideline shares’ do not include
shares that the executive director
has purchased or which have been
acquired pursuant to share awards
which vested before 16 December
2020. Unless the Committee
determines otherwise, an
executive director or former
executive director shall be
deemed to have disposed of
shares which are not ‘guideline
shares’ before ‘guideline shares’.
The Policy for Executive Directors is consistent with the policy applied across the company with respect to salaries and pension, where
the provision for executive directors will not exceed the highest percentage contribution rate available to a majority of employees.
Taxable benefits vary by role taking into account market practice. The company operates a number of incentive plans including the TPIP,
a deferred bonus plan and a share option plan.
Non-executive directors’ fees policy
How component
supports strategic
objectives
Operation of component Maximum potential value of
component
Performance metrics
used, weighting and
time periods
To attract non-
executive directors
who have a broad
range of experience
and skills to support
and oversee the
implementation of
strategy and ensure
good corporate
governance.
Non-executive directors’
fees are set by the Board as
a whole and aligned with the
responsibilities of each
director.
Annual fees are paid in 12
equal monthly instalments
during the year.
Non-executive directors’
fees are periodically
reviewed by the Board in the
light of any changes in role
and prevailing market rates
for Non-executive directors
in other listed companies of
similar size and with similar
characteristics.
Non-executive directors’
remuneration will not be set
outside the parameters of
prevailing market rates for
similarly-sized companies of
comparable complexity.
Non-executive directors
are not eligible to
participate in any
performance-related
arrangements or share
incentive schemes.
Policy on payments for loss of office
Telecom Plus PLC Page 96 of 188 31 March 2025
Registered number 3263464
The table below sets out the Company’s policy regarding service contracts and payments for
loss of office.
Standard provision Policy Details Other
provisions in
service
contracts
Notice periods in executive
directors’ service contracts.
6 - 12 months’ notice from the
Company.
6 - 12 months’ notice from the
executive director.
Executive directors may be required to
work during notice period or may be
provided with pay in lieu of notice if
not required to work full notice.
All executive directors are subject to
annual re-election by shareholders.
N/A
Compensation for loss of
office in service contracts.
No more than base salary,
benefits and pension
contributions for the period of
the executive director’s notice.
No contractual provision for
additional compensation in the
event of loss of office resulting
from poor performance.
Any statutory entitlements or sums to
settle or compromise claims in
connection with any termination of
office would need to be paid as
necessary, subject to the fulfilment of
the director’s duty to mitigate their
loss.
N/A
Treatment of unvested TPIP
awards
All awards lapse except for
“good leavers” which are
defined as leavers due to death,
injury, ill-health, disability,
redundancy, transfer of
employee to another company
outside of the Group, or at the
Board’s discretion, in which
case an explanation will be
provided in the relevant
Directors’ Remuneration Report.
Under the TPIP, at the payment date
of the Cash Award, a portion will be
deferred into a Deferred Share Award
which will normally vest after a further
2 years.
For “good leavers”, unpaid Cash
Awards and unvested Deferred Share
Awards will vest on the normal
payment and vesting dates (unless the
Committee determines otherwise).
Cash Awards will normally be pro-
rated for time according to the portion
of the 1 year performance period in
employment. Deferred Share Awards
will normally be pro-rated for time
according to the portion of the 3 year
period from the start of the 1 year
performance period of the Cash Award
to the vesting date of the Deferred
Share Award in employment.
For both Cash and Deferred Share
Awards, the extent of payment and
vesting will normally be determined by
the Committee taking into account any
performance conditions and/or
underpins.
N/A
Treatment of unvested LTIP
2016.
Legacy arrangement: LTIP
2016
All awards lapse except for
“good leavers”: i.e. death, or
where the employing company
or the company with which the
office is held ceases to be a
member of the Group or the
transfer of employment out of
the Group by reason of the
Transfer of Undertakings
Legacy arrangement: LTIP 2016
If a participant in the LTIP 2016
ceases to be employed within the
Group otherwise than as a “good
leaver”, any unvested awards will be
forfeited. Any growth shares which
have vested but not been converted,
must be converted within 14 days of
the end of their employment otherwise
they will be forfeited; the conversion
ratio shall be based on the average
N/A
Telecom Plus PLC Page 97 of 188 31 March 2025
Registered number 3263464
(Protection of Employment)
Regulations
2006.
In the event of injury,
disability, retirement or
redundancy, the Committee
may exercise its discretion to
classify the participant as a
“good leaver”.
share price for the 30 working days
immediately preceding the date on
which conversion takes place.
If a participant in the LTIP 2016 is a
“good leaver”, then they shall be
entitled to the benefit of any shares
that have become convertible prior to
the date of leaving, and such shares
shall be converted (at the option of the
employee) either within 14 days of the
termination of their employment (in
which case the conversion ratio shall
be based on the average share price
for the 30 working days immediately
preceding the date on which
conversion takes place), or during the
next annual vesting period using the
criteria which apply on that date.
Exercise of discretion. Discretion to be used only in
exceptional circumstances.
The Committee will take into account
the recent performance of the director
and the Company, and the nature of
the circumstances around the
executive director’s departure.
N/A
Non-executive Directors. Non-executive directors are
appointed for an initial term of
one year which is then reviewed
by the Board on an annual
basis thereafter.
Non-executive directors are all subject
to annual re-election by shareholders
at the Company’s AGM each year.
Non-executive directors have a three
month notice period and there is no
provision for compensation if required
to stand down.
Non-executive
directors have
the right to seek
independent
professional
advice at the
expense of the
Company in the
pursuance of
their duties.
Approach to recruitment remuneration
The Committee’s approach is to pay the amount necessary to recruit the best candidate to each
particular role. In determining these amounts the Committee will be mindful of, inter alia,
prevailing market rates, the chosen candidate’s skills, knowledge and experience, and their
existing location and position. Where the candidate has variable remuneration arrangements
with a previous employer that will be lost on leaving employment, the Company will consider
offering a sign-on award in compensation for the value foregone, either as an award under an
existing share incentive scheme or a bespoke award under the Listing Rules exemption
available for this purpose. The face and/or expected values of the award(s) offered will not
materially exceed the value ascribed to the award(s) foregone, and where practicable would
follow the same vesting timing and form (i.e. cash or shares) save that the Committee may
award the whole of the value in shares, at its discretion. The application of performance
conditions would be considered and, where appropriate, the awards could be made subject to
claw-back in certain circumstances. For material amounts the Committee would, where
practicable, consult with key institutional shareholders ahead of committing to make any such
sign-on awards, and in any event a full explanation of any amounts awarded, an explanation of
why it was necessary and a breakdown of the awards to be made will be announced to the
markets at the time of granting. For the avoidance of doubt, should a new director be
internally promoted from the Company’s senior management team they will not be expected to
give up or amend any element of remuneration granted to them prior to becoming a director
which is inconsistent with the remuneration policy set out above.
Telecom Plus PLC Page 98 of 188 31 March 2025
Registered number 3263464
Any new executive director’s remuneration package would include similar elements, and be
subject to the same constraints, as those of the existing executive directors as outlined in the
above policy table.
Statement of consideration of shareholder views
The Chairman of the Committee engages with certain of the Company’s largest shareholders
who have expressed an interest in being consulted in relation to remuneration matters to
understand their expectations and monitor any changes in their views. Shareholder and proxy
advisor remuneration guidelines were considered, and our largest shareholders consulted, when
drafting the current Policy.
Statement of consideration of employment conditions elsewhere in the group
The Committee considers pay levels across the organisation when setting remuneration for all
directors (both executives and non-executives). However, this review is undertaken against a
background of ensuring that the prevailing market rates for all levels of employee in the
organisation are taken into account in order to attract, retain and motivate the best employees
at each level. In relation to directors, specific account is taken of any change in the level of
responsibility of the director (whether through a change in role or the increased size of the
Company) or an increase in experience and knowledge of the Company and its markets which
may not be relevant to roles elsewhere in the Company. The Company does not deem it
appropriate to formally consult with employees regarding the determination of the directors’
remuneration policy. However, employees have the opportunity to make comments on any
aspect of the Company’s activities through an employee survey and any comments made which
are relevant to directors’ remuneration would be considered by the Committee.
Telecom Plus PLC Page 99 of 188 31 March 2025
Registered number 3263464
Annual Report on Remuneration
Remuneration Committee
The Committee is responsible for reviewing and making recommendations to the Board
regarding the policy relating to the total remuneration paid to the executive directors and
senior management of the Company. It meets regularly to review and set all elements of the
remuneration paid to the executive directors of the Company and monitors the level and
structure of remuneration for other senior management of the Company. It also exercises all
the powers of the Board in relation to the operation of the Company’s share incentive schemes,
including the grant of options and the terms of those grants.
The Committee met formally three times during the year and details of attendance at these
meetings are provided in the Corporate Governance Statement on page 70.
The Committee’s principal activities during the year included:
● reviewing and approving executive director remuneration packages;
● monitoring senior management remuneration packages; and
● reviewing and approving the issue of share options to certain employees.
Single Total Figure of Remuneration
Year ended 31 March 2025 (audited)
Audited details of directors’ remuneration for the year are as follows:
Salary
& Fees
TPIP
annual
award
1
Taxable
Benefits Pension
Contributions
5
Total
Total
fixed
Total
variable
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Stuart Burnett 672 1,466 10 55 2,203 737 1,466
Andrew Lindsay
2
242 - 4 28 274 274 -
Nick Schoenfeld 554 812 13 35 1,414 602 812
Non-Executive Directors
Andrew Blowers
3
110 - - - 110 110 -
Beatrice Hollond 65 - - - 65 65 -
Bindi Karia
4
38 - - - 38 38 -
Carla Stent 70 - - - 70 70 -
Charles Wigoder 216 - - - 216 216 -
Suzi Williams 65 - - - 65 65 -
2,032 2,278 27 118 4,455 2,177 2,278
1. 70% of the award is deferred into shares for two years in accordance with the rules of the TPIP.
2. Andrew Lindsay stepped down from the Board on 13 August 2024. The table above presents his
remuneration for the period of time during which he served as a Board Director. Details of Andrew’s exit
arrangements can be found on page 102.
3. Fee relating to role as Non-Executive Director of the Group of £70,295 and additional remuneration
received from appointment as Chairman of UWI Limited, the Group’s insurance company of £40,000.
4. Bindi Karia joined the Board on 13 August 2024. The table above presents her remuneration for the period
of time during which she served as a Board Director.
5. The level of pension provision for executive directors has transitioned from a fixed monetary amount of
£4,000 per annum to 4.5% of base salary in line with the percentage contribution rate available to the
majority of employees. This change was effective 1 April 2023, however the excess value above the
Telecom Plus PLC Page 100 of 188 31 March 2025
Registered number 3263464
previous fixed monetary amount in respect of FY24 was paid in April 2024 in a backdated payment and so
has been reported within the FY25 single total figure table above.
Year ended 31 March 2024 (audited)
Audited details of directors’ remuneration for the year are as follows:
Salary
& Fees
TPIP
annual
award
1
Taxable
Benefits Pension
Contributions Total
Total
fixed
Total
variable
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Stuart Burnett 652 1,923 10 4 2,589 666 1,923
Andrew Lindsay 652 1,923 10 4 2,589 666 1,923
Nick Schoenfeld 580 1,065 11 4 1,660 595 1,065
Non-Executive Directors
Andrew Blowers
2
108 - - - 108 108 -
Beatrice Hollond 63 - - - 63 63 -
Carla Stent 68 - - - 68 68 -
Charles Wigoder 210 - - - 210 210 -
Suzi Williams 63 - - - 63 63 -
2,396 4,911 31 12 7,350 2,439 4,911
1. 70% of the award is deferred into shares for two years in accordance with the rules of the TPIP.
2. Fee relating to role as Non-Executive Director of the Group of £68,250 and additional remuneration received
from appointment as Chairman of UWI Limited, the Group’s insurance company of £40,000.
Salary and benefits (audited)
The Committee awarded 3% increases to the annual base salaries/fees of all the directors with
effect from 1 April 2024 as follows:
● Stuart Burnett – increased from £652,255 to £671,823;
● Andrew Lindsay – increased from £652,255 to £671,823;
● Nick Schoenfeld - increased from £538,000 to £554,140;
● Beatrice Hollond – increased from £63,000 to £64,890;
● Andrew Blowers - £68,250 to £70,298 (excluding remuneration for Chairmanship of
UWI Limited);
● Carla Stent - £68,250 to £70,298;
● Charles Wigoder - increased from £210,000 to £216,300; and
● Suzi Williams - £63,000 to £64,890.
Bindi Karia’s annual base fee was £59,500 effective from 13 August 2024 when she joined the
Board.
The salary and fee increases were deemed reasonable given they were in line with the
Company’s average base salary increase for all employees of 3% from 1 April 2024.
The amounts relating to taxable benefits received mainly include the provision of private health
insurance and motor vehicles to the directors.
Long-term incentives (audited)
Vesting of long-term incentive awards
No long-term incentive awards vested during the year ended 31 March 2025.
Telecom Plus PLC Page 101 of 188 31 March 2025
Registered number 3263464
Annual TPIP incentive awards granted during the year (audited)
The maximum annual TPIP award opportunities for each executive director for the year ended
31 March 2025 were as follows:
Stuart Burnett 350% of base salary
Nick Schoenfeld 235% of base salary
As noted above, Andrew Lindsay was not granted a TPIP award for the year ended 31 March
2025.
The awards were granted subject to financial and non-financial strategic objectives. 70% of the
TPIP was based on adjusted pre-tax profit performance. The PBT targets were set by reference
to multiple factors, including internal budgeting and broker forecasts. The remaining 30% of the
TPIP was subject to strategic objectives and any pay-out under this element was subject to
achieving the threshold PBT target.
The tables below set out the assessment of the objectives versus the targets set, with straight
line vesting between each of the target values:
Financial element
Weighting % of
TPIP overall
opportunity
% of element vesting
Actual
Payable (% of
maximum for
this element)
Payable (% of
overall
opportunity)
25% 50% 75% 100%
FY25
Adjusted pre-
tax profit
70.00% £110.0m £125.0m £128.0m £135.0m+ £126.3m 60.8% 42.58%
Non-Financial element
Strategic
objective
Detail
Weight
-ing %
of TPIP
% of element vesting
Actual
Payable
(% of
maximu
m for
this
element)
Payable
(% of
overall
opportu
nity)
0% 30% 50% 70% 80% 100%
Admin
costs
Admin
costs per
customer
7.5%
>£160
£157.50 £155 £152.50 £150 £147.5 £138 100% 7.50%
Strategic
objective
Detail
Weight-
ing %
of TPIP
% of element vesting
Actual
Pay-
able (%
of
maxi-
mum
for this
ele-
ment)
Pay-
able (%
of
overall
opportu
nity
maxi-
mum)
0%
25% 50% 70% 85% 100%
Relaunch
business
energy
proposition
1,000 new
customers
of business
energy
proposition
must be
live
5%
Binary objective - 100% payout if achieved, 0% otherwise
Nil
0% 0%
Telecom Plus PLC Page 102 of 188 31 March 2025
Registered number 3263464
Growing our
target Multi
Service
Home
Owner
customer
base
% growth
in
homeowner
base taking
2 or more
Core
Services
7.5% <2.5% 5% 7.5% 10% 12.5% 15%+ 5.5% 30% 2.25%
Regulatory/
ESG
Exceed
Ofgem
Cal24
Smart
Meter Roll-
out Tar
g
et
10% Binary objective - 100% payout if achieved, 0% otherwise
Exceed-
ed
100% 10.00%
The above resulted in an outturn for the financial element of the TPIP equal to 60.8% of
maximum, and for the strategic element of 65.8% of maximum.
The overall TPIP outturn for all Executive Directors is therefore equal to 62.3% of the maximum
opportunities based on the targets set. The Committee carefully considered the TPIP outcome
and concluded that it fairly reflected the performance of the Company, and therefore elected
not to exercise any discretion.
70% of the TPIP earned will be deferred into shares for two years under the plan rules.
Payments to past directors (audited)
There were no payments to past directors during the year.
Payment for loss of office (audited)
As announced via RNS on 21 November 2023, Andrew Lindsay stepped down as Co-Chief
Executive Officer and Executive Director at the conclusion of the Company’s AGM on 13 August
2024.
His remuneration operated in line with the approved Directors’ Remuneration Policy until the
date of the AGM (noting he was not granted a 2024/25 TPIP award), which is reflected in the
single total figure of remuneration table contained in this report.
Following the AGM, Andrew transitioned into a non-Board role with a focus on supporting and
further growing our Partner community, and through this the Group continues to benefit from
his considerable experience developed over many years. Andrew’s responsibilities include acting
as an independent sounding board for Partners.
Andrew did not receive any payment in lieu of notice. As Andrew remains an employee of the
Company his outstanding share awards will continue until their ordinary vesting dates and he
retains entitlement to all shares in his name which are currently in their post-vesting holding
periods.
Statement of directors’ shareholding and share interests (audited)
The interests of the directors and their connected persons in the Company’s ordinary shares as
at 31 March 2025 were as set out below. The only change to those interests between 31 March
2025 and the date of this report was the exercise of 1,737 share options under the Company’s
SAYE scheme by Charles Wigoder on 18 April 2025.
Telecom Plus PLC Page 103 of 188 31 March 2025
Registered number 3263464
Beneficially
held
LTIP
2016 –
growth
shares
Deferred
Shares
Bonus
Plan
SAYE
Scheme
Share
options
TPIP Shareholding
(as a % of
salary)
1
Executive Directors
Stuart
Burnett
6,566 7,500 36,189 -
75,000 84,455
17%
Nick
Schoenfeld
7,951 15,000 20,244 - - 46,772 25%
Non-Executive Directors
Charles
Wigoder
5,537,991 - - 1,737 - - N/A
Andrew
Blowers
- - - - - - N/A
Beatrice
Hollond
1,800 - - - - - N/A
Bindi Karia - - - - - - N/A
Carla Stent
- - - - - - N/A
Suzi Williams
- - - - - - N/A
1. Based on a share price of 1,740p being the closing mid-market share price on 31 March 2025. The Committee has
adopted a shareholding guideline which requires the executive directors to build up and maintain a shareholding of
at least 200% of salary. See pages 94 to 95 for further details.
2. The Committee recognises that, as a consequence of the legacy incentive arrangements, Nick Schoenfeld has not
yet built a shareholding equal to the requirement set out in the Directors' Remuneration Policy during his tenure as
CFO to date. However, as set out in the Directors' Remuneration Policy, he will retain shares vesting under the TPIP
and LTIP 2016 in order to build this shareholding over the coming years.
Share interests (audited)
Details of the share awards held by or granted to directors during the year are set out in the
table below (further details on the estimated cost of these awards are set out in note 21 to the
financial statements):
1 April
2024
Grant-
ed Lapsed
Exercised
31 March
2025
Exer-
cise
price
per
share
Exercis-
able from Expiry date
Executive Directors
Stuart Burnett
LTIP 2016 – growth shares
4 April 2017 1,875 - - - 1,875 n/a 1 Aug 19 31 Aug 26
4 April 2017 1,875 - - - 1,875 n/a 1 Aug 21 31 Aug 26
4 April 2017 1,875 - - - 1,875 n/a 1 Aug 23 31 Aug 26
4 April 2017 1,875 - - - 1,875 n/a 1 Aug 26 31 Aug 26
Deferred Shares Bonus Plan
22 Jul 2021 11,271 - - - 11,271 5p 22 Jul 23 22 Jul 31
26 Jul 2022 6,659 - - - 6,659 5p 26 Jul 24 26 Jul 32
4 August 2023 18,259 - - 18,259 5p 4 Aug 25 4 Aug 33
Share options
22 July 2016 50,000 - - - 50,000 1047p 22 Jul 19 21 Jul 26
25 July 2019 8,334 - - - 8,334 1342p 25 Jul 22 24 Jul 29
25 July 2019 8,333 - - - 8,333 1342p 25 Jul 24 24 Jul 29
25 July 2019 8,333 - - - 8,333 1342p 25 Jul 26 24 Jul 29
Telecom Plus PLC Page 104 of 188 31 March 2025
Registered number 3263464
Telecom Plus Incentive Plan
19 July 2024
-
84,455 - - 84,455 5p 19 Jul 26 19 Jul 34
Andrew Lindsay
LTIP 2016 – growth shares
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 19 31 Aug 26
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 21 31 Aug 26
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 23 31 Aug 26
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 26 31 Aug 26
Deferred Shares Bonus Plan
22 July 2021 17,383 - - - 17,383 5p 22 Jul 23 22 Jul 31
26 July 2022 9,346 - - - 9,346 5p 26 Jul 24 26 Jul 32
4 August 2023 18,259 - - - 18,259 5p 4 Aug 25 4 Aug 33
Telecom Plus Incentive Plan
19 July 2024
- 84,455 - - 84,455
5p 19 Jul 26 19 Jul 34
Nick Schoenfeld
LTIP 2016 – growth shares
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 19 31 Aug 26
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 21 31 Aug 26
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 23 31 Aug 26
4 April 2017 3,750 - - - 3,750 n/a 1 Aug 26 31 Aug 26
Deferred Shares Bonus Plan
22 July 2021 7,822 - - - 7,822 5p 22 Jul 23 22 Jul 31
26 July 2022 4,206 - - - 4,206 5p 26 Jul 24 26 Jul 32
4 August 2023 8,216 - - - 8,216 5p 4 Aug 25 4 Aug 33
Telecom Plus Incentive Plan
19 July 2024
-
46,772 - - 46,772 5p 19 Jul 26 19 Jul 34
Non-Executive Directors
Charles Wigoder
SAYE Scheme
18 August 2021 1,737 - - - 1,737 1036p 1 Nov 24 30 Apr 25
The interests awarded to Andrew Lindsay, Stuart Burnett and Nick Schoenfeld on 19 July 2024
are in respect of the deferred element of the 2023/24 award under the Telecom Plus Incentive
Plan (70% of the award). The vesting of these options is subject to a discretionary underpin,
which will be assessed with reference to a range of financial and non-financial metrics. The
interests listed above in relation to Andrew Lindsay represent the position up to 13 August
2024, the date on which he stepped down from the Board.
LTIP 2016
Performance measures and targets for the LTIP 2016 Award are detailed in the 2019 Annual
Report and Accounts on page 69.
Telecom Plus PLC Page 105 of 188 31 March 2025
Registered number 3263464
Performance graph showing Total Shareholder Return
The following graph shows the Company’s performance measured by total shareholder return
compared with the FTSE 350 Index for the period 1 April 2015 to 31 March 2025. The FTSE 350
Index has been chosen as the Company is a constituent of this Index.
Source: Datastream by LSEG
Table of historical data
The following table sets out the total remuneration and the amount vesting under the annual
bonus and share incentive schemes as a percentage of the maximum that could have been
achieved in respect of the CEO role. Figures are presented from 2016 to 2024 in respect of
Andrew Lindsay who served as sole CEO until November 2021 and then Co-Chief Executive until
August 2024. For 2025 the figures have been provided in respect of Stuart Burnett, who
transitioned from Co-Chief Executive to CEO with effect from the date of Andrew Lindsay’s step
down from the Board in August 2024.
Year ended 31 March 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Individual serving in role
Andrew Lindsay Stuart
Burnett
Single figure of total
remuneration £’000
2,017 523 555 581 594 1,141 1,214 1,520 2,589 2,203
Annual bonus (%) N/A N/A N/A N/A N/A 62.6 69.5 95.0 N/A N/A
Share incentives vesting
(%)
N/A N/A N/A N/A N/A
1
N/A N/A N/A 84.2 62.3
1. Although 3,750 growth shares under the LTIP 2016 vested to the Co-Chief Executive during each of 2020,
2021 and 2024, the minimum share price at which these are convertible into ordinary shares in the Company
is £20 and this was not achieved during the periods.
Annual percentage change in remuneration of directors and employees
The table below sets out the percentage change in each director’s salary/fees, benefits and
bonus for adjacent sets of financial years from 31 March 2020 to 31 March 2025 inclusive,
compared to the average employee remuneration of the Company for each of these elements of
Telecom Plus PLC Page 106 of 188 31 March 2025
Registered number 3263464
pay, calculated on a full-time equivalent basis. The average employee change has been
calculated by reference to the mean of employee pay.
Year Salary & fees Benefits Bonus
Executive Directors
Stuart Burnett 2024/2025 3.0% 0.0% (23.8)%
2023/2024 5.0% 100.0% 117.3%
2022/2023
1
24.0% 0.0% 102.1%
2021/2022 19.0% 0.0% 23.4%
2020/2021 N/A N/A N/A
Andrew Lindsay 2024/2025
2
(62.9)% (60.0)% (100.0)%
2023/2024 5.0% 0.0% 117.3%
2022/2023 5.5% 42.9% 44.1%
2021/2022 1.0% 16.7% 12.0%
2020/2021 3.1% (66.7)% N/A
Nick Schoenfeld 2024/2025 3.0% 18.1% (23.8)%
2023/2024
3
(6.6)% 22.2% 167.6%
2022/2023 5.5% 50.0% 44.2%
2021/2022 1.0% 0.0% 12.2%
2020/2021 3.1% 0.0% N/A
Non-Executive Directors
Andrew Blowers
4
2024/2025 1.9% N/A N/A
2023/2024 47.9% N/A N/A
2022/2023
5
62.2% N/A N/A
2021/2022 1.0% N/A N/A
2020/2021 0.0% 0.0% N/A
Beatrice Hollond 2024/2025 3.0% N/A N/A
2023/2024 5.0% N/A N/A
2022/2023
5
33.3% N/A N/A
2021/2022 1.0% N/A N/A
2020/2021 0.0% N/A N/A
Bindi Karia 2024/2025
6
N/A N/A N/A
Carla Stent 2024/2025 3.0% N/A N/A
2023/2024 5.0% N/A N/A
2022/2023
7
N/A N/A N/A
Charles Wigoder 2024/2025 3.0% N/A N/A
2023/2024 (28.8)% N/A N/A
2022/2023 (37.8)% N/A N/A
2021/2022 1.0% N/A N/A
2020/2021 2.0% N/A N/A
Suzi Williams 2024/2025 3.0% N/A N/A
2023/2024 5.0% N/A N/A
2022/2023
3
33.3% N/A N/A
2021/2022
8
1.0% N/A N/A
2020/2021 N/A N/A N/A
Average
Employee
2024/2025 21.0% 27.7% (26.0)%
2023/2024 18.4% 39.1% 15.5%
2022/2023 6.0% 0.3% 43.0%
2021/2022 (9.0)% (24.6)% 41.2%
2020/2021 4.5% (0.1)% (1.5)%
1. Increases due to alignment of Co-CEO remuneration package as detailed in 2023 annual report.
Telecom Plus PLC Page 107 of 188 31 March 2025
Registered number 3263464
2. Stepped down from Board on 13 August 2024. The table above presents his remuneration for the period of
time during which he served as a Board Director.
3. Reduction in salary due to introduction of TPIP as explained in 2024 annual report.
4. Includes additional remuneration for Chairmanship of the Company’s Gibraltar insurance company UWI
Limited.
5. Reflects results of market benchmarking exercise as detailed in the 2022 Annual Report.
6. Appointed 13 August 2024.
7. Appointed 26 July 2023. For comparative purposes Carla Stent’s remuneration for the year ended 31 March
2024 has been annualised.
8. Appointed 23 July 2020. For comparative purposes Suzi Williams’ remuneration for the year ended 31 March
2021 has been annualised.
Chief Executive pay ratio
The table below sets out the Chief Executive pay ratio single total remuneration as disclosed on
page 99 (using Andrew Lindsay’s remuneration for the years 2020 to 2024 inclusive for
consistency with prior years’ disclosure, and Stuart Burnett’s remuneration for 2025 to reflect
Andrew Lindsay’s step down from the Board during the year) to the comparable full-time
equivalent total remuneration of the UK employees whose pay is ranked at the 25th percentile,
median and 75th percentile.
The Company used Option A to calculate the ratios as this is the approach typically preferred by
shareholders and proxy voting agencies. The remuneration figures for the employee at each
quartile were calculated as at that the last day of the relevant financial year.
Year Method 25th percentile
pay ratio
Median pay
ratio
75th percentile
pay ratio
2020 A 38:1 22:1 16:1
2021 A 59:1 41:1 33:1
2022 A 79:1 44:1 35:1
2023 A 62:1 53:1 42:1
2024 A 111:1 95:1 69:1
2025 A 78:1 67:1 47:1
Pay details for the individuals in 2025 are set out below:
CEO 25
th
percentile
(lower
quartile)
50th percentile
(median)
75
th
percentile
(upper
quartile)
Salary £672,000 £26,598 £29,338 £41,075
Total remuneration £2,203,000 £28,090 £32,839 £46,433
In the case of the CEO role, the total remuneration comprises a significant proportion in
variable pay. The CEO’s total remuneration therefore varies considerably depending on the level
of performance against the metrics driving the variable pay outcomes. The introduction of the
TPIP has increased the total remuneration of the CEO, however 70% of the award is deferred
into shares over two years and is subject to ongoing performance underpins thus strongly
aligning the CEO’s long-term interests with those of all stakeholders.
The result of the median pay ratio is in line with the Company’s general policy to provide a
competitive remuneration package so as to enable the attraction and retention of high calibre
individuals at each level.
Telecom Plus PLC Page 108 of 188 31 March 2025
Registered number 3263464
Relative importance of the spend on pay
Set out below is a summary of the Company’s levels of expenditure on pay and other significant
cash outflows to key stakeholders.
Year ended 31 March 2025
£’000
2024
£’000
Change
%
Wages and salaries 106,634 106,106 0.5%
Dividends 66,437 64,982 2.2%
Share buybacks
-
10,186
N/A
Statement of implementation of the Policy for the financial year commencing 1 April
2025
Information on how the Company intends to implement the Remuneration Policy for the
financial year commencing 1 April 2025 is set out in the Annual Statement on pages 89 to 90.
Advisers to the Committee
Wholly independent and objective advice on executive remuneration is received from the
Committee’s external advisers.
PwC were appointed as Remuneration Committee advisors in August 2022. PwC is one of the
founding members of the Remuneration Consultants Group and is a signatory to its Code of
Conduct.
Fees paid to PwC for their services to the Remuneration Committee during the year, based on
time and expenses, amounted to £22,000 (excluding VAT) (2024: £67,225 excluding VAT).
Shareholder vote and shareholder engagement
Details of the votes cast in relation to the most recent Report and Policy remuneration
resolutions are set out below:
2024 AGM %
To approve the 2024 Remuneration Report
Votes cast in favour & Chairman discretion 55,783,014 92.89
Votes cast against 4,271,003 7.11
Total 60,054,017 100.00
Withheld 1,454,211
2023 AGM %
To approve the Directors’ Remuneration Policy
Votes cast in favour & Chairman discretion 50,395,671 85.07
Votes cast against 8,841,286 14.93
Total 59,236,957 100.00
Withheld 1,224,178
Andrew Blowers OBE
Chairman of the Remuneration Committee
On behalf of the Board
24 June 2025
Telecom Plus PLC Page 109 of 188 31 March 2025
Registered number 3263464
Directors’ Report
The directors have pleasure in presenting their report and the audited financial statements for
the year to 31 March 2025.
Principal activities and business review
The Company’s principal activity is to act as a holding company. The Company is incorporated
and domiciled in England and Wales. The list of its subsidiaries is set out on page 164. A full
review of the development of the business is contained in the Strategic Report on pages 2 to
65. A summary of the financial risk management objectives and policies is contained in note 22
to the financial statements. Environmental matters, including greenhouse house gas emissions
are set out in the Sustainability Report on pages 40 to 54.
This Directors’ Report, together with the information in the Strategic Report forms the
management report for the purposes of DTR 4.1.8R. The Strategic Report, the Governance
Reports, which includes this Directors’ Report, and any notes to the Financial Statements
include information that would otherwise be included in the Directors’ Report required under the
Companies Act 2006.
Results and dividends
The profit for the year after tax of £76,097,000 (2024: £71,037,000) has been transferred to
reserves. An interim dividend of 37p per share (2024: 36p) was paid during the year. A final
dividend of 57p per share (2024: 47p per share) is proposed. The adjusted pre-tax profit for
the year ended 31 March 2025 was £126,303,000 (see Financial Review page 22).
Directors
The names of directors who served during the year and their interests, including those of their
connected persons, in the share capital of the Company at the start and end of the year are set
out in the table below. Details of the directors’ share incentive awards are disclosed in the
Directors’ Remuneration Report on pages 103 to 104.
Ordinary 5p shares held at
31 March 2025 31 March 2024
Charles Wigoder
*
8,630,674 8,430,674
Andrew Lindsay (resigned August 2024) n/a 359,149
Stuart Burnett 6,566 6,410
Nick Schoenfeld 7,951 7,951
Andrew Blowers
*
- -
Beatrice Hollond
*
1,800 1,800
Bindi Karia
*
(appointed August 2024) - -
Carla Stent
*
- -
Suzi Williams
*
- -
*
indicates non-executive directors
In respect of the above shareholdings, Mr Wigoder has a non-beneficial interest in 3,092,683
shares (2024: 3,092,683).
The powers of directors are set out in the Company’s Articles of Association (the “Articles”).
The Articles may be amended by way of a special resolution of the members of the Company.
Telecom Plus PLC Page 110 of 188 31 March 2025
Registered number 3263464
The Board may exercise all powers conferred on it by the Articles and in accordance with the
Companies Act 2006, and other applicable legislation.
The Board has established a formal, rigorous and transparent process for the selection and
subsequent appointment of new directors to the Board. The rules relating to the appointment
and replacement of directors are contained within the Articles. The Articles provide that
Directors may be appointed by an ordinary resolution of the members or by a resolution of the
Directors, provided that, in the latter instance, a director appointed in that way retires at the
first Annual General Meeting following their appointment. In addition, shareholders within
excess of 20% of the shares in the Company are entitled under the Articles to appoint a
director and remove any such director appointed.
In accordance with current best practice, all Board directors, other than Beatrice Hollond who is
stepping down, will be retiring at the forthcoming AGM and will then offer themselves for re-
election.
Directors’ service contracts
The executive directors are each engaged under a rolling contract of service requiring 6 months’
notice of termination on either side. The dates of the executive directors’ service agreements
are as follows:
Date of service
agreement
Nick Schoenfeld 9 October 2014
Stuart Burnett 23 July 2020
All non-executive directors are subject to re-election at each AGM. The appointment of the non-
executive directors may be terminated on either side on three months’ notice. The dates of
each non-executive director’s appointment are as follows:
Date of service
agreement
Expiry of current
term
Charles Wigoder 26 July 2022 2025 AGM
Beatrice Hollond 26 September 2016 2025 AGM
Andrew Blowers 2 November 2016 2025 AGM
Bindi Karia 17 June 2024 2025 AGM
Carla Stent 26 July 2022 2025 AGM
Suzi Williams 23 July 2020 2025 AGM
Copies of the service contracts and letters of appointment are held at the Company’s Registered
Office and will be available for inspection within normal business hours / at the Annual General
Meeting.
Directors’ conflicts of interest
The Directors have a statutory duty to avoid situations where they have, or could have, a direct
or indirect interest that conflicts, or possibly may conflict, with the Company’s interests. The
Companies Act 2006 and the Company’s Articles allow the Board to authorise such conflicts of
interest should this be deemed to be appropriate.
The Board has put in place effective procedures for managing and, where appropriate,
approving conflicts or potential conflicts of interest. Under these procedures, the Directors are
required to declare all directorships or other appointments to companies which are not part of
Telecom Plus PLC Page 111 of 188 31 March 2025
Registered number 3263464
the Group, as well as other situations which could give rise to a potential conflict. The Board
will, where appropriate, authorise a conflict or potential conflict, and will impose all necessary
restrictions and/or conditions where it sees fit. The Company maintains a register of directors’
interests which is reviewed regularly by the Board.
Political donations
The Company did not contribute in cash or in kind to any political party, whether by gift or loan.
It will, however, ensure that the Group continues to act within the provisions of the Companies
Act 2006 requiring companies to obtain shareholder authority before they make donations to
political parties and/or political organisations as defined in the Companies Act 2006.
Directors’ and Officers’ liability insurance
The Company maintains appropriate insurance to cover directors’ and officers’ liability and has
provided an indemnity, as permitted by the Companies Act 2006, in respect of all of the
Company’s directors which was in force throughout the financial year and remains in force.
Neither the insurance nor the indemnity provides cover where a director has acted fraudulently
or dishonestly.
Employees
The requirements of the Companies Act 2006 in respect of employees are set out in the
Strategic Report on pages 34 to 39.
Stakeholder engagement
More information on stakeholder engagement, including our relationships with our Partners,
suppliers, customers and our community can be found in the Strategic Report on pages 52 to
54.
Substantial shareholders
As at 24 June 2025, in addition to the directors, the following have notified the Company of
their substantial shareholdings as detailed below:
Percentage of
Number of shares issued share capital
Aberdeen Group PLC 6,591,020 8.3%
Schroders Investment Management 6,093,118 7.6%
JP Morgan Asset Management 4,517,423 5.7%
BlackRock 4,440,840 5.6%
Vanguard Group 3,873,002 4.9%
Capital structure
Restrictions on the transfer of shares
The Company only has ordinary shares in issue. Other than as set out below, there are no
restrictions on the transfer of the ordinary shares, except where a holder refuses to comply
with a statutory notice requesting details of those who have an interest and the extent of their
interest in a particular holding of shares. In such cases, where the identified shares make up
0.25% or more of the ordinary shares in issue, the directors may refuse to register a transfer of
any of the identified shares in certificated form and, so far as permitted by the Uncertificated
Securities Regulations 2001, a transfer of any of the identified shares which are held in the
electronic share dealing system CREST, unless the directors are satisfied that they have been
sold outright to an independent third party.
Telecom Plus PLC Page 112 of 188 31 March 2025
Registered number 3263464
Other than as set out below and so far as the directors are aware, there were no arrangements
at 31 March 2025 by which, with the Company’s co-operation, financial rights carried by
securities are held by a person other than a holder of securities, or any arrangements between
holders of securities that are known to the Company and which may result in restrictions on the
transfer of securities or on voting rights.
Non-Executive Chairman Charles Wigoder entered into an agreement to charge 325,000 of his
shares in the Company as security for a loan from Barclays Bank Plc (“Barclays”) on 3
December 2013. The loan enabled him to apply for 57,142 ordinary shares as part of his open
offer entitlement which resulted from funding the Company’s entering into the new energy
supply arrangements with npower on 20 December 2013. Under the terms of the charge, title
to the 325,000 shares can be transferred, sold or otherwise dealt with by Barclays following the
occurrence of a failure to pay any amount due and payable under the loan.
On 22 March 2018, Charles Wigoder notified the Company that he had entered into an
agreement to charge 1,404,000 of his shares in the Company as security for a loan from the
Julius Baer Group (“Julius Baer”). Under the terms of the charge, title to the 1,404,000 shares
can be transferred, sold or otherwise dealt with by Julius Baer following an event of default
under the security agreement.
On 23 March 2018, Charles Wigoder notified the Company that he had deposited a further
350,000 of his shares in the Company into a collateral account at Barclays as partial security
for an increase to his existing loan facility. Under the terms of his agreement with Barclays, title
to the 350,000 shares can be transferred, sold or otherwise dealt with by them following an
event of default under the security agreement.
The Company established a Joint Share Ownership Plan (“the JSOP”) on 30 March 2011. As
part of the JSOP an employee benefit trust was established to jointly hold shares with the
participants in the plan (“the JSOP Share Trust”). As at 31 March 2025, the JSOP Share Trust
held 252,638 shares. All voting and dividend rights attached to these shares have been waived.
Share plans
The Company operates a number of share-based incentive plans that provide the Company’s
ordinary shares to participants at exercise of share options upon vesting or maturity. The plans
in operation include the Long Term Incentive Plan (“LTIP”), the Telecom Plus Incentive Plan
(“TPIP”), the Deferred Share Bonus Plan (“DBP”), the Employee Share Option Plans (“ESOPs”),
and the Sharesave Scheme (“SAYE”). Details of these plans are set out in the Directors’
Remuneration Report on pages 88 to 108 and in note 21 to financial statements.
Awards under these plans are satisfied by using either newly issued shares or market
purchased shares held in the JSOP Share Trust. The trustee does not register votes in respect
of these shares and has waived the right to receive any dividends.
Takeovers
There are no significant arrangements to which the Company is party that take effect, alter or
terminate upon a change of control of the Company following a takeover bid, save in relation to
the arrangements with E.ON and EE/BT for the supply of energy and mobile telephony
respectively, or any agreements between the Company and its directors or employees providing
for compensation for loss of office or employment (whether through resignation, purported
redundancy or otherwise) that occurs because of a takeover bid.
Telecom Plus PLC Page 113 of 188 31 March 2025
Registered number 3263464
Authority for purchase of own shares
At the last AGM held on 13 August 2024, the Company obtained authority to purchase up to
7,897,530 ordinary shares representing approximately 10% of the issued ordinary share capital
(excluding treasury shares) as at 1 July 2024. The Company intends to renew this authority at
this year’s AGM.
Treasury shares
The Company held 1,132,705 (2024: 1,132,705) ordinary shares in treasury as at 31 March
2025 with a total value of £15,688,000 (2024: £15,688,000).
Disclosure of information
Each of the directors has confirmed that so far as they are aware, there is no relevant audit
information of which the Company’s auditor is unaware, and that they have taken all the steps
that they ought to have taken as a director in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor is aware of that information.
Corporate governance
The Company’s position in relation to compliance with the requirements of the UK Corporate
Governance Code issued by the Financial Reporting Council is set out mainly in the Corporate
Governance Statement on pages 69 to 78 and form part of this report.
Environment and emissions
In accordance with LR 9.8.6R, climate-related financial disclosures consistent with the Task
Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended
disclosures are contained in the Strategic report on pages 55 to 64. Information on the
Company’s greenhouse gas emissions is set out in the Sustainability Report on pages 49 to 51.
Overseas entities
The Company has two overseas entities: UW Spain S.L.U. in Spain and UWI Limited in Gibraltar
(see note 9 to the financial statements).
Financial instruments
Group companies use financial instruments to manage certain types of risks, including
those relating to credit, foreign currency exchange, cash flow, liquidity, interest rates,
and equity and property prices. Details of the objectives and management of these
instruments are contained in note 22 to the financial statements.
Risk, control and viability
In accordance with the UK Corporate Governance Code, the Directors have assessed the
viability of the Group over a three-year period, taking into account the Group’s current position
and the potential impact of the principal risks and uncertainties set out on pages 26 to 33.
Based on this assessment, the Directors confirm that they have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities as they fall due over
the period to March 2028.
The directors have determined that a three-year period to 31 March 2028 constitutes an
appropriate period over which to provide its viability statement. This is the period focused on by
the Board during the strategic planning process.
Telecom Plus PLC Page 114 of 188 31 March 2025
Registered number 3263464
Whilst the directors have no reason to believe the Group will not be viable over a longer period,
given the inherent uncertainty involved we believe this presents users of the Annual Report
with a reasonable degree of confidence while still providing a longer-term perspective.
In making this statement, the Board carried out a robust assessment of the principal risks
facing the Group, including those that would threaten its business model, future performance,
solvency or liquidity.
The Board considers at least annually, a three-year strategic plan. The output of this plan is
used to perform central debt and headroom profile analysis, which includes a review of
sensitivity to ‘business as usual’ risks, such as bad debt in severe but plausible events.
The Board also considers the ability of the Group to raise finance and deploy capital. The results
take account of the availability and likely effectiveness of the mitigating actions that could be
taken to avoid or reduce the impact or occurrence of the underlying risks.
Under the Company’s energy supply arrangements E.ON is responsible for funding the
principal working capital requirements relating to the supply of energy to the Company’s
customers. This includes funding the Budget Plans of customers who pay for their energy
in equal monthly instalments.
The Group has from Barclays Bank PLC, Lloyds Bank PLC, HSBC Bank PLC and Danske Bank
total revolving credit facilities of £205.0 million for the period to 17 November 2028, of
which £68.6 million was drawn down as at 31 March 2025, with cash balances of £79.0m
on deposit. In addition, the Company has £125.0 million of private placement debt
provided by Pricoa and MetLife of which £75 million matures in November 2030 and £50
million in November 2032.
The Company has considerable financial resources together with a large and diverse retail and
small business customer base and long-term contracts with a number of key suppliers. As a
consequence, the directors believe that the Company is well placed to manage its business
risks.
Whilst this review does not consider all of the risks that the Group may face, the directors
consider that this stress-testing based assessment of the Group’s prospects is reasonable in the
circumstances of the inherent uncertainty involved.
For and on behalf of the Board
David Baxter
Company Secretary
24 June 2025
Telecom Plus PLC Page 115 of 188 31 March 2025
Registered number 3263464
Statement of Directors’ Responsibilities in Respect of the
Report and Accounts and the Financial Statements
The directors are responsible for preparing the Report and Accounts
and the Group and parent
Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements
for each financial year. Under that law they are required to prepare the Group financial
statements in accordance with UK-adopted international accounting standards and applicable
law and have elected to prepare the parent Company financial statements on the same basis.
Under company law the directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Group and parent
Company and of the Group’s profit or loss for that period. In preparing each of the Group and
parent Company financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant, reliable and prudent;
for the Group financial statements, state whether they have been prepared in accordance
with UK-adopted international accounting standards;
for the parent Company financial statements, state whether applicable UK accounting
standards have been followed, subject to any material departures disclosed and explained in
the financial statements;
assess the Group and parent Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or
the parent Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the parent Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the parent Company and enable them to ensure that its
financial statements comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial
statements will form part of the annual financial report prepared under DTR 4.1.17R and
4.1.18R. The auditor’s report on these financial statements provides no assurance over
whether the annual financial report has been prepared in accordance with those requirements.
Responsibility statement of the directors in respect of the annual financial report
We confirm that to the best of our knowledge:
Telecom Plus PLC Page 116 of 188 31 March 2025
Registered number 3263464
the financial statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit or
loss of the company and the undertakings included in the consolidation taken as a whole;
and
the strategic report includes a fair review of the development and performance of the
business and the position of the issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Charles Wigoder
Non-Executive Chairman
24 June 2025
Nick Schoenfeld
Chief Financial Officer
24 June 2025
Registered Office
508 Edgware Road
The Hyde, London
NW9 5AB
Telecom Plus PLC Page 117 of 188 31 March 2025
Registered number 3263464
Independent Auditor’s Report to the Members of Telecom
Plus PLC
1. Our opinion is unmodified
We have audited the financial statements of Telecom Plus PLC (“the Company”) for the year
ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income,
Consolidated Balance Sheet, Company Balance Sheet, Consolidated and Company Cashflow
Statements, Consolidated Statement of Changes in Equity, Company Statement of Changes in
Equity, and the related notes, including the accounting policies in note (a) to (ac).
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 31 March 2025 and of the Group's profit for the
year 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-adopted international accounting standards and as applied in accordance
with the provisions of the Companies Act 2006; 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 committee.
We were first appointed as auditor by the directors on 20 February 2015. Following a tender
process, we were reappointed as auditor by the directors on 16 November 2023. The period of
total uninterrupted engagement is for the eleven financial years ended 31 March 2025.
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed
public interest entities. No non-audit services prohibited by that standard were provided.
Overview
Materiality:
group financial statements
as a whole
£5.5m (2024: £5.1m)
4.9% (2024: 5%) of normalised profit before tax
Key audit matters vs 2024
Recurring risks
Expected credit losses on
trade receivables
◄►
Telecom Plus PLC Page 118 of 188 31 March 2025
Registered number 3263464
Non-smart meter energy
revenue recognition
▼
Recoverability of parent
company’s investment in
subsidiaries
◄►
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the financial statements and include the most significant assessed
risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. We summarise below the key audit
matters, in decreasing order of audit significance, in arriving at our audit opinion above,
together with our key audit procedures to address those matters and, as required for public
interest entities, our results from those procedures. These matters were addressed, and our
results are based on procedures undertaken, in the context of, and solely for the purpose of,
our audit of the financial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate opinion on these
matters.
The risk Our response
Expected Credit
Losses on Trade
Receivables
(Loss allowance on
trade receivables:
£59.5m; 2024:
£55.5m)
Refer to page 84
(Audit Committee
Report), page 140
(accounting policy)
and pages 168-
170 (financial
disclosures).
Subjective estimate:
Significant estimation
uncertainty is associated with
the expected credit loss
provision over trade
receivables at each reporting
date. Similar to the prior
year, uncertainty is still
heightened by the impact of
the ongoing cost of living
pressure.
In previous years, the risk
included expected credit
losses on accrued income.
Following an update to our
risk assessment in the
current year, we no longer
consider this to be part of the
key audit matter.
The allowance for expected
credit loss is recognised
based on an estimate of
future cash flows, which
Our procedures included:
— Test of detail: Assessing the
segmentation of debt (principally
by age, between live and closed
customers and between
customers with or without a
prepayment meter or repayment
plan), by selecting a sample of
receivables and agreeing to
supporting documents.
— Reperformance: recalculating
the expected credit loss provision
in accordance with the Group’s
methodology.
— Historical comparisons:
Evaluate the appropriateness of
the Directors' estimate, by
comparison to historical cash
collection and write off data. We
have agreed the historical data
through a combination of third
party confirmations, and by
selecting a sample of internal data
and agreeing to supporting
documents.
— Our sector experience:
Evaluating how current and future
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gives rise to risk of fraud and
risk of error. In arriving at
this estimate, the Group
considers historical collection
experience of live customers
(those currently receiving
services), closed customers
(those no longer receiving
services), customers with or
without prepayment meters
or repayment plans, the
current ageing profile of
debt, and an assessment of
current economic conditions.
As part of our risk
assessment, we determined
that the expected credit
losses for trade receivables
has a high degree of
estimation uncertainty, with
a potential range of
reasonable outcomes greater
than our materiality for the
financial statements as a
whole. The financial
statements (note i) disclose
the sensitivity estimated by
the Group.
economic scenarios are
incorporated into the expected
credit loss, based on our
knowledge of the entity and
experience of the industry in
which it operates.
— Assessing transparency:
Assessing the adequacy of the
disclosures in respect of the
expected credit loss critical
accounting estimates, judgements
and assumptions, sensitivities,
and accounting policies.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature of
the balance is such that we would expect
to obtain audit evidence primarily
through the detailed procedures
described.
Our results
— We found the group’s allowance
for expected credit losses on trade
receivables to be acceptable
(2024: acceptable).
The risk Our response
Non-smart meter
energy revenue
recognition
(£130.9 m; 2024:
£151.5m)
Refer to page 84
(Audit Committee
Report), page 139
(accounting policy)
and page 153
(financial
disclosures).
Subjective estimate
A significant element of
revenue recognised in relation
to the supply of gas and
electricity for non-smart
meters is based on the volume
of energy supplied to
customers between the date of
the last meter reading and the
year end.
The method of estimating
usage is reliant on historical
data and is subject to volatility
in weather patterns. These
inputs are provided by third
parties. Since October 2022,
Our procedures included:
— Methodology choice:
Considering whether the
methodology used remains
appropriate, and assessing
whether the method is
consistently applied at the
year end.
— Test of detail: Recalculating
the amount of estimated
revenue for non-smart meter
customers, as well as the
adjustment made to this
revenue based on the
company's experience of
energy usage by its smart
meter customers. This
included, for a selection of
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customer consumption
patterns have significantly
changed in response to energy
price fluctuations, reducing the
relevance of historic data. To
account for the changes in
consumption patterns, and the
time lag in receiving updated
meter readings for non-smart
meters, the company leverage
their real time Smart meter
usage data to adjust the
estimated usage for non-smart
meters.
While the inputs to calculate
the estimated volume,
including the observed
consumption data from smart
meters provided by third
parties, are straightforward
and objective, there remains a
risk that the application of
these inputs in the calculation
of estimated revenue, could
result in a material
misstatement.
However, the rollout of smart
meters to customers continued
to progress during the year,
reducing the number of
customers for whom energy
usage and therefore revenue
needs to be estimated. This
resulted in a slight reduction in
the risk associated with this
key audit matter.
The effect of these matters is
that, as part of our risk
assessment, we determined
that non-smart meter energy
revenue has a high degree of
estimation uncertainty, with a
potential range of reasonable
outcomes greater than our
materiality for the financial
statements as a whole. The
financial statements (note
smart and non-smart meter
customers, agreeing the meter
reading data used in the
estimation of revenue back to
the source documentation.
— Assessing transparency:
Assessing the adequacy of the
disclosures of the critical
accounting estimates,
judgements and assumptions,
sensitivities, and accounting
policies in respect of the
estimated non-smart meter
revenue.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature
of the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the estimate of non-
smart meter energy revenue
to be acceptable (2024 result:
acceptable).
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(b)(i)) disclose the sensitivity
estimated by the Group.
Recoverability of
parent company’s
investment in
subsidiary
(£277.5m; 2024:
£277.5m)
Refer to page 149
(accounting policy)
and page 163–164
(financial
disclosures).
Low risk, high value
The carrying amount of the
parent company’s investment
in subsidiary represents 99%
(2024: 99%) of the company’s
total assets.
Recoverability of the
investment is not at a high risk
of significant misstatement or
subject to significant
judgement. However, due to
the materiality of the
investment in the context of
the parent company financial
statement, this is considered
to be the area that had the
greatest effect on our overall
parent company audit.
Our procedures included:
— Tests of detail: Comparing
the carrying amount of the
investment with the
subsidiary’s draft balance
sheet to identify whether its
net assets, being an
approximation of its minimum
recoverable amount, was in
excess of its carrying amount
and assessing whether the
subsidiary has historically been
profit-making.
— Assessing subsidiary audit:
Considering the results of our
work on that subsidiary’s profit
and net assets.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature
of the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the carrying value of
the company’s investment in
subsidiary to be acceptable.
(2024 result: acceptable).
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £5.5m (2024: £5.1m),
determined with reference to a benchmark of Group profit before tax, normalised to exclude
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this year's restructuring cost as disclosed in note 1, of £111.7m (2024: £100. 5m), of which it
represents 4.9% (2024: 5%).
Materiality for the parent Company financial statements as a whole was set at £2.8m (2024:
£2.8m), determined with reference to a benchmark of Company total assets, of which it
represents 1% (2024: 1.1%).
In line with our audit methodology, our procedures on individual account balances and
disclosures were performed to a lower threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75% (2024: 75%) of materiality for the financial statements
as a whole, which equates to £4.1m (2024: £3.8m) for the Group and £2.1m (2024: £2.1m) for
the parent Company. We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified
misstatements exceeding £0.3m (2024: £0.3m), in addition to other identified misstatements
that warranted reporting on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of the consolidated
financial statements. The revised standard changes how an auditor approaches the
identification of components, and how the audit procedures are planned and executed across
components.
In particular, the definition of a component has changed, shifting the focus from how the entity
prepares financial information to how we, as the group auditor, plan to perform audit
procedures to address group risks of material misstatement (“RMMs”). Similarly, the group
auditor has an increased role in designing the audit procedures as well as making decisions on
where these procedures are performed (centrally and/or at component level) and how these
procedures are executed and supervised. As a result, we assess scoping and coverage in a
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different way and comparisons to prior period coverage figures are not meaningful. In this
report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are
likely to include risks of material misstatement to the Group financial statements and which
procedures to perform at these components to address those risks.
In total, we identified 8 components, having considered our evaluation of the group’s
operational structure, the existence of common information systems and the presence of the
key audit matters and our ability to perform audit procedures centrally.
Of those, we identified 3 quantitatively significant components which contained the largest
percentages of either total revenue or total assets of the Group, for which we performed audit
procedures.
Accordingly, we performed audit procedures on 3 components. We performed audit procedures
on the items excluded from the normalised Group profit before tax used as the benchmark for
our materiality. We also performed the audit of the parent Company.
We set the component materialities ranging from £2.2m to £4.1m, having regard to the mix of
size and risk profile of the Group across the components.
Our audit procedures covered 98.8% of group revenue.
We performed audit procedures in relation to components that accounted for 95% of Group
profit before tax and 92.3% of Group total assets.
For the remaining components for which we performed no audit procedures, no component
represented more than 0.7% of Group total revenue, Group profit before tax or Group total
assets. We performed analysis at an aggregated Group level to re-examine our assessment that
there is not a reasonable possibility of a material misstatement in these components.
Impact of controls on our group audit
We used IT specialists to assist us in gaining an understanding of the group’s main IT systems
relevant to our audit, and to assess the design of IT general controls over the Group’s main
finance IT system.
We identified IT control deficiencies in previous audits. In the current period, as part of
obtaining an understanding of the IT systems, we identified that these deficiencies still existed.
Consequently, due to the control deficiencies identified, and considering the efficiency and
effectiveness of approaches to gaining the appropriate audit evidence, we adopted a fully
substantive audit approach in all aspects of the audit and therefore increased the extent of our
substantive procedures.
Given we did not rely on IT or other controls, a direct testing approach was used over the
completeness and reliability of data used in auditing key areas such as revenue, accrued
income, and journals. As we were not able to rely on automated controls on journal entries, our
work to respond to the risk of management override of controls considered both automated and
manual journals.
4. The impact of climate change on our audit
We have considered the potential impacts of climate change on the financial statements as part
of the planning and risk assessment of our audit, and we held discussions with our climate
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change professionals to challenge our risk assessment. The key factor relevant to this
consideration is that the principal activity of the company is as a reseller of utility services as
opposed to power generation within the energy sector. This limits any direct impact on the
financial statements and therefore no specific areas of focus were identified. We have read the
disclosure of climate related information in the front half of the annual report and considered
consistency with the financial statements and our audit knowledge.
5. Going concern
The Directors have prepared the financial statements on the going concern basis as they do not
intend to liquidate the Group or the Company or to cease their operations, and as they have
concluded that the Group and the Company’s financial position means that this is realistic. They
have also concluded that there are no material uncertainties that could have cast significant
doubt over their ability to continue as a going concern for at least a year from the date of
approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to
identify the inherent risks to its business model and analysed how those risks might affect the
Group’s and Company’s financial resources or ability to continue operations over the going
concern period. The risk that we considered most likely to adversely affect the Group’s and
Company’s available financial resources and metrics relevant to debt covenants over this period
is the ability of the customer base to pay for the services they are using as a result of impacts
from the cost of living crisis.
We considered whether this risk could plausibly affect the liquidity and covenant compliance in
the going concern period by comparing severe, but plausible downside scenarios that could
arise from the risk against the level of available financial resources and covenants indicated by
the Group’s financial forecasts.
We considered whether the going concern disclosure in note (b) to the financial statements
gives a full and accurate description of the Directors’ assessment of going concern.
Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a
material uncertainty related to events or conditions that, individually or collectively, may
cast significant doubt on the Group’s or Company's ability to continue as a going concern
for the going concern period; and
• we have nothing material to add or draw attention to in relation to the directors’
statement in note (b) to the financial statements on the use of the going concern basis
of accounting with no material uncertainties that may cast significant doubt over the
Group and Company’s use of that basis for the going concern period, and we found the
going concern disclosure in note b to be acceptable; and
• The same statement under the Listing Rules set out on pages 113 –114 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
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were made, the above conclusions are not a guarantee that the Group or the Company will
continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or pressure to commit fraud or provide an
opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of directors and the Audit and Risk Committee, and inspection of policy
documentation as to the Group’s high-level policies and procedures to prevent and
detect fraud, including the Group’s channel for “whistleblowing”, as well as whether they
have knowledge of any actual, suspected or alleged fraud.
• Reading Board and Audit and Risk committee meeting minutes.
• Considering remuneration incentive schemes and performance targets for management
and directors, including the profit before tax target for directors’ remuneration.
• Using analytical procedures to identify any unusual or unexpected relationships.
• Consultation with our own forensic professionals regarding the identified fraud risks and
the design of the audit procedures planned in response to these. This involved the
forensic professionals attending the Risk Assessment and Planning Discussion and a
discussion between the engagement partner, engagement quality control reviewer and
the forensic professional.
We communicated identified fraud risks throughout the audit team and remained alert to any
indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit
targets, we perform procedures to address the risk of management override of controls , in
particular the risk that Group management may be in a position to make inappropriate
accounting entries and the risk of bias in accounting estimates such as non smart meter energy
revenue and expected credit loss provisions. On this audit we do not believe there is a fraud
risk related to revenue recognition because revenue constitutes a high value of individually
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small transactions with little judgement, as estimates are based on data obtained from third
parties, with limited opportunities for bias.
We identified a fraud risk related to expected credit losses on trade receivables because of the
significant estimates and judgements required and potential pressures to meet profit targets.
Further details are set out in the key audit matter disclosure in section 2 of this report.
We performed procedures including:
• Identifying journal entries to test for all in-scope components based on risk criteria and
comparing the identified entries to supporting documentation. These included revenue,
cash and intangible asset entries posted to unusual accounts.
• assessing whether the judgements made in making accounting estimates are indicative
of a potential bias, including assessing Expected credit losses on trade receivables for
bias.
Identifying and responding to risks of material misstatement related to compliance with laws
and regulations
We identified areas of laws and regulations that could reasonably be expected to have a
material effect on the financial statements from our general commercial and sector experience,
through discussion with the directors and other management (as required by auditing
standards), and from inspection of the Group’s regulatory and legal correspondence and
discussed with the directors and other management the policies and procedures regarding
compliance with laws and regulations. As the Group is regulated, our assessment of risks
involved gaining an understanding of the control environment including the entity’s procedures
for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to
any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies
considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements
including financial reporting legislation (including related companies' legislation), distributable
profits legislation and taxation legislation and we assessed the extent of compliance with these
laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: compliance with its licence obligations set by
Ofgem, Ofcom, FCA, GFSC. Auditing standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry of the directors and other
management and inspection of regulatory and legal correspondence, if any. Therefore, if a
breach of operational regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
We discussed with the audit committee matters related to actual or suspected breaches of laws
or regulations, for which disclosure is not necessary, and considered any implications for our
audit.
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Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with auditing standards. For example,
the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect material misstatement. We are
not responsible for preventing non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together
with the financial statements. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on
our financial statements audit work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge. Based solely on that work we
have not identified material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the directors’
report;
• in our opinion the information given in those reports for the financial year is consistent
with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act
2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
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Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency
between the directors’ disclosures in respect of emerging and principal risks and the viability
statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors’ confirmation within the Risk, Control and Viability Statement (pages 113 –
114) that
they have carried out a robust assessment of the emerging and principa
l risks
facing
the Group, including those that would threaten its business mode
l, future
performanc
e, solvency and liquidity;
• The Principal Risks and Uncertainties disclosures describe these risks and how emerging
risks are identified, and explain how they are being managed and mi
tigated; and
• th
e directors’ explanation in the Risk, Control and Viability Statement how they have
assessed the prospects of the Group, over what period they have done so and why th
ey
consid
ered that period to be appropriate, and their statement as to whether they have
a
reasonabl
e expectation that the Group will be able to continue in operation and meet it
s
liabili
ties as they fall due over the period of their assessment, including any relate
d
disclos
ures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Risk, Control and Viability Statement, set out on page 113 –
114 under the Listing Rules. Based on the above procedures, we have concluded that the above
disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired
during our financial statements audit. As we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report on these statements
is not a guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency
between the directors’ corporate governance disclosures and the financial statements and our
audit knowledge.
Based on those procedures, we have concluded that each of the following is materially
consistent with the financial statements and our audit knowledge:
• the directors’ statement that they consider that the annual report and financ
ial
statem
ents taken as a whole is fair, balanced and understandable, and provides th
e
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information necessary for shareholders to assess the Group’s position and performance,
business model and strategy;
• the section of the annual report describing the work of the Audit Committee, including
the significant issues that the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
• The section of the annual report that describes the review of the effectiveness of the
Group’s risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in these respect.
8. We have nothing to report on the other matters on which we are required to report
by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the parent Company financial statements and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 115, the Directors are responsible
for: the preparation of the financial statements including being satisfied that they give a true
and fair view; such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error;
assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going concern basis of accounting
unless they either intend to liquidate the Group or the parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue our
opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
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misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report
prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This
auditor’s report provides no assurance over whether the annual financial report has been
prepared in accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s members, as a
body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of KPMG LLP , Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
24 June 2025
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Consolidated Statement of Comprehensive Income
For the year ended 31 March 2025
| Note | 2025 | 2024 | |
| £’000 | £’000 | ||
| Revenue | 1 | ||
| Cost of sales | ( | ( | |
| Gross profit | |||
| Distribution expenses | ( | ( | |
| Administrative expenses - other | ( | ( | |
| Restructuring costs | ( | ||
| Share incentive scheme charges | 21 | ( | ( |
| Amortisation of energy supply contract intangible | 7 | ( | ( |
| Total administrative expenses | ( | ( | |
Impairment loss on trade receivables | 13 | ( | ( |
| Other income | 1 | ||
| Operating profit | 2 | ||
| Financial income | |||
| Financial expenses | 3 | ( | ( |
| Net financial expense | ( | ( | |
Profit before taxation | |||
| Taxation | 5 | ( | ( |
Profit and total comprehensive income for the period | |||
| Basic earnings per share | 19 | ||
| Diluted earnings per share | 19 |
The accompanying notes form part of these financial statements.
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Consolidated Balance Sheet
As at 31 March 2025
| Assets | Note | 2025 | 2024 |
| Non-current assets | £’000 | £’000 | |
Property, plant and equipment | 6 | ||
Investment property | 6 | ||
Intangible assets | 7 | ||
Goodwill | 8 | ||
Other non-current assets | 12 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | |||
Trade and other receivables | 13 | ||
Current tax receivable | |||
Accrued income | 13 | ||
Prepayments | |||
Costs to obtain contracts | 14 | ||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 16 | ( | ( |
Accrued expenses and deferred income | 17 | ( | ( |
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Long term borrowings | 15 | ( | ( |
Lease liabilities | 15 | ( | ( |
Deferred tax | 10 | ( | ( |
Total non-current liabilities | ( | ( | |
Total assets less total liabilities | |||
| Equity attributable to equity holders of the parent | |||
Share capital | 18 | ||
Share premium | |||
Capital redemption reserve | |||
Treasury shares | 18 | ( | ( |
JSOP reserve | ( | ( | |
Retained earnings | |||
Total equity |
These accounts were approved and authorised for issue by the Board on 24 June 2025 .
The accompanying notes form part of these financial statements.
Company number: 3263464
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Company Balance Sheet
As at 31 March 2025
Note
2025
2024
Assets £’000 £’000
Non-current assets
Investments in subsidiary undertakings
9 285,041 277,480
Other non-current assets
12 2,275 2,275
Total non-current assets 287,316 279,755
Current assets
Trade and other receivables
13 32 267
Prepayments and accrued income 215 206
Cash and cash equivalents 188 48
Total current assets
435 521
Total assets
287,751 280,276
Current liabilities
Trade and other payables 16 (16,857) (24,383)
Accrued expenses and deferred income 17 (30) (18)
Total current liabilities
(16,887) (24,401)
Non-current liabilities
- -
Total assets less total liabilities
270,864 255,875
Equity
Share capital
18 4,036 4,001
Share premium 161,491 151,553
Capital redemption reserve 107 107
Treasury shares
18
(15,688) (15,688)
Retained earnings
120,919 115,902
Total equity 270,865 255,875
By virtue of section 408 of the Companies Act 2006 the Company is exempt from presenting a statement of
comprehensive income. The Company made a loss for the year of £1, 955,000 before the distributions from subsidiary
companies of £70,000,000 (2024: loss of £1,458,000 before receipt of distributions from subsidiary companies of
£94,000,000).
These accounts were approved and authorised for issue by the Board on 24 June 2025
Stuart Burnett Director
Nick Schoenfeld Director
The accompanying notes form part of these financial statements.
Company number: 3263464
Telecom Plus PLC Page 134 of 188 31 March 2025
Registered number 3263464
Consolidated and Company Cash Flow Statements
For the year ended 31 March 2025
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
Operating activities | £’000 | £’000 | £’000 | £’000 |
Profit before taxation | 68,044 | 92,542 | ||
| Adjustments for: | ||||
Distributions from subsidiary companies | (70,000) | (94,000) | ||
Net financial expense | - | - | ||
Depreciation of property, plant and equipment | - | - | ||
Profit on disposal of fixed assets | ( | - | - | |
Amortisation of intangible assets and impairment | - | - | ||
Amortisation of debt arrangement fees | - | - | ||
Decrease/(increase) in inventories | - | - | ||
(Increase)/decrease in trade and other receivables (including Costs to obtain contracts) | ( | ( | 226 | 750 |
(Decrease)/increase in trade and other payables | ( | (91) | 20 | |
Decrease in inter-company payable | (7,423) | (20,057) | ||
Share incentive scheme charges | - | - | ||
Corporation tax paid | ( | ( | - | - |
Net cash flow from operating activities | ( | (9,244) | (20,745) | |
| Investing activities | ||||
Purchase of property, plant and equipment | ( | ( | - | - |
Purchase of intangible assets | ( | ( | - | - |
Prepayment of purchase of customer contracts | ( | - | - | |
Disposal of property, plant and equipment | - | - | ||
Disposal of associated companies | - | - | ||
Distributions from subsidiary companies | 70,000 | 94,000 | ||
Interest received | - | - | ||
Cash flow from investing activities | ( | ( | 70,000 | 94,000 |
| Financing activities | ||||
Dividends paid | ( | ( | (66,437) | (64,982) |
Interest paid | ( | ( | - | - |
Interest paid on lease liabilities | ( | ( | - | - |
Drawdown of long term borrowing facilities | - | - | ||
Repayment of long term borrowing facilities | ( | ( | - | - |
Fees associated with borrowing facilities | ( | ( | - | - |
Repayment of lease liabilities | ( | ( | - | - |
Issue of new ordinary shares | 5,821 | 905 | ||
Purchase of own shares | ( | - | (10,186) | |
Cash flow from financing activities | ( | (60,616) | (74,263) | |
(Decrease)/increase in cash and cash equivalents | ( | 140 | (1,008) | |
Net cash and cash equivalents at the beginning of the year | 48 | 1,056 | ||
Net cash and cash equivalents at the year end | 188 | 48 |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 135 of 188 31 March 2025
Registered number 3263464
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
Consolidated
| Capital | Non- | |||||||
| Share | Share | redemption | Treasury | JSOP | Retained | controlling | ||
| capital | premium | reserve | shares | reserve | earnings | interest | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 April 2023 | ( | ( | ||||||
Profit and total comprehensive income | ||||||||
Dividends | ( | ( | ||||||
Credit arising on share options | ||||||||
Deferred tax on share options | ( | ( | ||||||
Issue of new ordinary shares | ||||||||
| Purchase of treasury shares | ( | ( | ||||||
Balance at 31 March 2024 | ( | ( | ||||||
Balance at | ( | ( | ||||||
Profit and total comprehensive income | ||||||||
Dividends | ( | ( | ||||||
Credit arising on share options | ||||||||
Deferred tax on share options | ( | ( | ||||||
Issue of new ordinary shares | ( | |||||||
Balance at | ( | ( |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 136 of 188 31 March 2025
Registered number 3263464
Company Statement of Changes in Equity
For the year ended 31 March 2025
Company Share
capital
Share
premium
Capital
redemption
reserve
Treasury
shares
Retained
earnings
Total
£’000 £’000 £’000 £’000 £’000
£’000
Balance at 1 April 2023 3,997 150,652 107 (5,502) 72,899 222,153
Loss for the year
- - - -
(1,458) (1,458)
Distributions from subsidiary companies
- - - -
94,000 94,000
Total comprehensive income for the year
- - - -
92,542 92,542
Dividends
- -
- - (64,982) (64,982)
Credit arising on share options
- -
- - 15,443 15,443
Issue of new ordinary shares
4 901
- - -
905
Purchase of treasury shares
- -
- (10,186) -
(10,186)
Balance at 31 March 2024 4,001 151,553 107 (15,688) 115,902 255,875
Balance at 1 April 2024 4,001 151,553 107 (15,688) 115,902 255,875
Loss for the year
- - - -
(1,955) (1,955)
Distributions from subsidiary companies
- - - -
70,000 70,000
Total comprehensive income for the year
- - - -
68,045 68,045
Dividends
- - - -
(66,437) (66,437)
Credit arising on share options
- - - -
3,409 3,409
Issue of new ordinary shares 35 9,938 - - - 9,973
Balance at 31 March 2025
4,036 161,491 107 (15,688) 120,919 270,865
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 137 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
General information
consolidated financial statements of the Company for the year ended 31 March 2025 comprise
the Company and its subsidiaries (together referred to as the ‘Group’) and the Group’s interest
in associates.
Significant accounting policies
Telecom Plus PLC Page 138 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 139 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 140 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 141 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 142 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 143 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 144 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 145 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 146 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 147 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(g) Leases (continued)
Telecom Plus PLC Page 148 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Freehold buildings | 50 years | |
Freehold and leasehold improvements | 3 to 25 years | |
Plant and machinery | 15 years | |
| Fixtures, fittings and office equipment | ||
- | Fixtures and fittings | 7 to 10 years |
- | Computer and office equipment | 3 to 5 years |
Motor vehicles | 3 to 4 years |
Telecom Plus PLC Page 149 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 150 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 151 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 152 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
2025 | 2024 | |
£’000 | £’000 | |
| Electricity | 903,069 | 1,066,661 |
| Gas | 629,301 | 708,013 |
| Landline and broadband | 153,244 | 141,867 |
| Mobile | 84,230 | 70,874 |
| Other | 68,312 | 51,716 |
1,838,156 | 2,039,131 |
| Group | 2025 | 2024 |
£’000 | £’000 | |
Contract liabilities, which are included in deferred income | 1,592 | 1,338 |
Telecom Plus PLC Page 153 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
| Group | 2025 | 2024 |
£’000 | £’000 | |
Statutory profit before tax | 105,949 | 100,477 |
| Adjusted for: | ||
Amortisation of energy supply contract intangible assets | 11,228 | 11,228 |
Share incentive scheme charges | 3,409 | 5,160 |
Restructuring costs | 5,717 | - |
Adjusted pre-tax profit | 126,303 | 116,865 |
Telecom Plus PLC Page 154 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
| Group | 2025 | 2024 |
£’000 | £’000 | |
Operating profit | 115,891 | 106,250 |
| Adjusted for: | ||
Depreciation, amortisation and impairment | 23,078 | 21,841 |
EBITDA | 138,969 | 128,091 |
Restructuring costs | 5,717 | - |
Share incentive scheme charges | 3,409 | 5,160 |
Adjusted EBITDA | 148,095 | 133,251 |
| Group | 2025 | 2024 |
£’000 | £’000 | |
Long-term borrowings | (191,717) | (176,509) |
Lease liabilities | (3,168) | (3,821) |
| Less | ||
Cash on balance sheet | 79,020 | 57,829 |
Net debt | (115,865) | (122,501) |
Adjusted EBITDA | 148,095 | 133,251 |
Net debt/adjusted EBITDA | 0.8x | 0.9x |
Telecom Plus PLC Page 155 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
2025 | 2024 | |
£’000 | £’000 | |
| Depreciation and amortisation | 23,078 | 21,618 |
| Profit on disposal of fixed assets | - | (129) |
| Auditor’s remuneration - audit of Company and consolidated accounts | 716 | 694 |
| - audit of UK subsidiaries of the Company | 35 | 32 |
| - audit of overseas subsidiaries of the Company | 130 | 130 |
| - audit related assurance services - Interim Review | 60 | 57 |
| - audit related assurance services - Other | 80 | - |
| Inventories expensed | 12,932 | 16,283 |
| Trade receivables and accrued income impairment loss | 33,389 | 30,712 |
| Rental income | (1,012) | (911) |
2025 | 2024 | |
£’000 | £’000 | |
Interest costs on bank loans and overdrafts | 13,018 | 9,229 |
Interest costs on lease liabilities | 85 | 26 |
Total financial expenses | 13,103 | 9,255 |
Telecom Plus PLC Page 156 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
2025 | 2024 | |
| £’000 | £’000 | |
| The total charge in the Statement of Comprehensive Income | ||
| comprised the following: | ||
| Wages and salaries | 106,634 | 106,106 |
| Social security costs | 9,647 | 9,729 |
| Pension contributions | 3,797 | 3,563 |
120,078 | 119,398 | |
| Share incentive scheme charges | 3,409 | 5,160 |
123,487 | 124,558 |
2025 | 2024 | |
Employees | 2,493 |
2025 | 2024 | |
£’000 | £’000 | |
| Current tax charge | ||
| Current year – UK tax | 29,270 | 29,320 |
| Current year – Foreign tax | 564 | 40 |
| Adjustments in respect of prior years | (330) | (114) |
29,504 | 29,246 | |
| Deferred tax charge | ||
| Decelerated capital allowances | (456) | (85) |
| Other timing differences | (148) | 273 |
| Adjustment in respect of prior years | 952 | 6 |
348 | 194 | |
| Total tax charge | 29,852 | 29,440 |
Telecom Plus PLC Page 157 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
5. Taxation (continued)
2025 | 2024 | |
£’000 | £’000 | |
Profit before tax | 105,949 | 100,477 |
| Corporation tax using the UK corporation tax rate of 25% (2024: | 26,487 | 25,119 |
| 25%) | ||
Expenses not deductible for taxation purposes | 2,928 | 4,254 |
Foreign tax | (515) | (30) |
Assets ineligible for capital allowances | 274 | 276 |
Adjustment in respect of share options | 56 | (99) |
Adjustments in respect of prior years - current tax | (330) | (114) |
- deferred tax | 952 | 6 |
Remeasurement of deferred tax for changes in rates | - | - |
Deferred tax not recognised | - | - |
Other deferred tax adjustments | - | 28 |
Total tax charge | 29,852 | 29,440 |
Telecom Plus PLC Page 158 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
| Fixtures, | ||||||||
| Freehold | Leasehold | Freehold & | fittings & | |||||
| Investment | land & | land & | leasehold | Plant & | office | Motor | ||
| property | buildings | buildings | improvements | machinery | equipment | vehicles | Total | |
| Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| 2025 | ||||||||
| Cost | ||||||||
At 1 April 2024 | 14,141 | 26,958 | 4,500 | 631 | 800 | 21,985 | 735 | 69,750 |
Additions | - | 22 | 141 | 177 | - | 194 | - | 534 |
Disposals | - | - | - | - | - | - | - | - |
At 31 March 2025 | 14,141 | 26,980 | 4,641 | 808 | 800 | 22,179 | 735 | 70,284 |
| Depreciation | ||||||||
At 1 April 2024 | (6,092) | (7,705) | (714) | (280) | (435) | (19,136) | (566) | (34,928) |
Charge for the year | (154) | (851) | (823) | (150) | (53) | (1,841) | (66) | (3,938) |
Disposals | - | - | - | - | - | - | - | - |
At 31 March 2025 | (6,246) | (8,556) | (1,537) | (430) | (488) | (20,977) | (632) | (38,866) |
| Net book amounts | ||||||||
At 31 March 2024 | 8,049 | 19,253 | 3,786 | 351 | 365 | 2,849 | 169 | 34,822 |
At 31 March 2025 | 7,895 | 18,424 | 3,104 | 378 | 312 | 1,202 | 103 | 31,418 |
Telecom Plus PLC Page 159 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
6. Property, plant and equipment (continued)
| Fixtures, | ||||||||
| Freehold | Leasehold | Freehold & | fittings & | |||||
| Investment | land & | land & | leasehold | Plant & | office | Motor | ||
| property | buildings | buildings | improvements | machinery | equipment | vehicles | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Group | ||||||||
| 2024 | ||||||||
| Cost | ||||||||
At 1 April 2023 | 14,129 | 26,958 | 1,086 | 266 | 757 | 21,611 | 883 | 65,690 |
Additions | 12 | - | 3,414 | 365 | 43 | 374 | 88 | 4,296 |
Disposals | - | - | - | - | - | - | (236) | (236) |
At 31 March 2024 | 14,141 | 26,958 | 4,500 | 631 | 800 | 21,985 | 735 | 69,750 |
| Depreciation | ||||||||
At 1 April 2023 | (5,858) | (6,859) | (454) | (266) | (382) | (17,075) | (709) | (31,603) |
Charge for the year | (234) | (846) | (260) | (14) | (53) | (2,061) | (93) | (3,561) |
Disposals | - | - | - | - | - | - | 236 | 236 |
At 31 March 2024 | (6,092) | (7,705) | (714) | (280) | (435) | (19,136) | (566) | (34,928) |
| Net book amounts | ||||||||
At 31 March 2023 | 8,271 | 20,099 | 632 | - | 375 | 4,536 | 174 | 34,087 |
At 31 March 2024 | 8,049 | 19,253 | 3,786 | 351 | 365 | 2,849 | 169 | 34,822 |
Telecom Plus PLC Page 160 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
6. Property, plant and equipment (continued)
The operations of the Company were transferred into new head offices at Merit House in 2015
and the former head office building, Southon House, was vacated. Southon House is held as an
investment property and separately disclosed on the balance sheet of the Company.
An independent valuation of Southon House was conducted on 7 May 2024 in accordance with
RICS Valuation – Global Standards effective from 31 January 2022 (the Red Book). The
independent market value of Southon House was determined to be £10.6 million and has been
categorised as a Level 3 fair value based on the inputs to the valuation technique used. The
valuation was prepared on a Market Value basis as defined in the Valuation Standards and was
primarily derived from using comparable market transactions carried out on an arm’s length
basis. These inputs are deemed unobservable. The directors believe that there have not been
any material changes in circumstances that would lead to a significant reduction in the market
valuation of Southon House from £10.6m.
| Group | IT Software & | |||
| Energy Supply | Customer | Web | ||
| Contract | Contracts | Development | Total | |
| £’000 | £’000 | £’000 | £’000 | |
| 2025 | ||||
| Cost | ||||
At 1 April 2024 | 224,563 | - | 54,575 | 279,138 |
Additions | - | 5,298 | 11,472 | 16,770 |
Disposals | - | - | (504) | (504) |
At 31 March 2025 | 224,563 | 5,298 | 65,543 | 295,404 |
| Amortisation | ||||
At 1 April 2024 | (116,023) | - | (27,330) | (143,353) |
Charge for the period | (11,228) | - | (7,912) | (19,140) |
Disposals | - | - | 504 | 504 |
At 31 March 2025 | (127,251) | - | (34,738) | (161,989) |
| Net book amount at 31 | 97,312 | 5,298 | 30,805 | 133,415 |
| March 2025 |
Telecom Plus PLC Page 161 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
7. Intangible assets (continued)
| Energy | IT Software & | ||
| Supply | Web | ||
| Contract | Development | Total | |
£’000 | £’000 | ||
| £’000 | |||
| 2024 | |||
| Cost | |||
At 1 April 2023 | 224,563 | 43,224 | 267,787 |
Additions | - | 11,614 | 11,614 |
Impairment | - | (223) | (223) |
Adjustments | - | (40) | (40) |
At 31 March 2024 | 224,563 | 54,575 | 279,138 |
| Amortisation | |||
At 1 April 2023 | (104,795) | (20,501) | (125,296) |
Charge for the period | (11,228) | (6,829) | (18,057) |
At 31 March 2024 | (116,023) | (27,330) | (143,353) |
Net book amount at 31 March 2024 | 108,540 | 27,245 | 135,785 |
Net book amount at 31 March 2023 | 119,768 | 22,723 | 142,491 |
Telecom Plus PLC Page 162 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
7. Intangible assets (continued)
| 2025 | £’000 |
| Cost | |
| At 1 April 2024 and 31 March 2025 | 3,742 |
| Impairment | |
| At 1 April 2024 and 31 March 2025 | - |
| Carrying amounts | |
| At 31 March 2025 | 3,742 |
| 2024 | £’000 |
| Cost | |
| At 1 April 2023 and 31 March 2024 | 3,742 |
| Impairment | |
| At 1 April 2023 and 31 March 2024 | - |
| Carrying amounts | |
| At 31 March 2024 | 3,742 |
Telecom Plus PLC Page 163 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
8. Goodwill (continued)
Telecom Plus PLC Page 164 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
9. Investments (continued)
Investment in subsidiary companies (continued)
Telecom Plus PLC Page 165 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
| Tax effect of temporary differences: | ||||
Accelerated capital allowances | (3,464) | (2,931) | - | - |
Other short term temporary differences | 27 | 27 | - | - |
Transitional tax adjustments relating to IFRS 9 | 32 | 43 | - | - |
Share based payments | 1,910 | 1,762 | - | - |
Transfers from acquisitions | - | (37) | - | - |
Transfers to liabilities classified as held for sale | 30 | 30 | - | - |
(1,465) | (1,106) | - | - |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
At 1 April | (1,106) | (901) | - | - |
| Charged to the Statement of Comprehensive Income | (348) | (194) | - | - |
| Taken to equity | (11) | (11) | - | - |
At 31 March | (1,465) | (1,106) | - | - |
11. Leases as lessor
Finance leases
In the provision of broadband services, the Group provides customers with a broadband router
at the start of their contract. The terms and conditions under which broadband routers are
supplied to customers mean that routers are accounted for as finance leases.
To manage the risks associated with their rights to the underlying right of use assets pertaining
to the finance lease, the agreement stipulates that routers must be returned or else a
termination fee will apply. This termination fee reduces by 50% after two years, but there is no
expiry date.
Interest income of £4.6m (2024: £3.2m) has been recognised in profit or loss in respect of
finance leases.
Telecom Plus PLC Page 166 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
11. Leases as lessor (continued)
Finance leases (continued)
The following table sets out a maturity analysis of lease receivables, showing the undiscounted
lease payments to be received after the reporting date:
2025 | 2024 | |
£’000 | £’000 | |
Less than one year | 7,748 | 6,522 |
Between one and two years | 7,748 | 6,522 |
Between two and three years | 7,748 | 6,522 |
Between three and four years | 7,748 | 6,522 |
Between four and five years | 3,043 | 3,196 |
More than five years | 2,598 | 2,649 |
Total undiscounted lease receivable | 36,633 | 31,933 |
Unearned finance lease income | (6,627) | (8,182) |
Net investment in finance leases | 30,006 | 23,751 |
Hire purchase agreements
The following table sets out a maturity analysis of hire purchase agreements receivables,
showing the undiscounted payments to be received after the reporting date:
2025 | 2024 | |
£’000 | £’000 | |
Less than one year | 1,071 | 1,246 |
Between one and two years | 1,215 | 1,083 |
Between two and three years | 1,023 | 1,050 |
Between three and four years | 1,478 | 905 |
Between four and five years | 1,085 | 1,135 |
More than five years | 152 | 856 |
Total undiscounted hire purchase agreement receivable | 6,024 | 6,275 |
Hire purchase agreements relate to branded vehicles supplied to distributors on hire purchase
agreements.
Telecom Plus PLC Page 167 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
11. Leases as lessor (continued)
Operating leases
The Company’s former head office building, Southon House, is held as an investment property
and rented to third-party tenants. During the year £1.0m (2024: £0.9m) was recognised as
rental income by the Group.
The following table sets out a maturity analysis of the lease payments due to be received from
the tenants of Southon House, showing the undiscounted lease payments to be received after
the reporting date.
2025 | 2024 | |
£’000 | £’000 | |
Less than one year | 920 | 803 |
Between one and two years | 989 | 803 |
Between two and three years | 883 | 803 |
Between three and four years | 355 | 712 |
Between four and five years | 259 | 43 |
More than five years | 1,813 | 2,504 |
5,219 | 5,668 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
Hire purchase agreements receivable | 4,953 | 5,029 | - | - |
Finance lease assets | 29,561 | 23,162 | - | - |
Loan to JSOP Share Trust | - | - | 2,275 | 2,275 |
Trade receivables | 25,551 | 19,030 | - | - |
Loan receivable | 6,450 | 6,450 | - | - |
Other non-current receivables | 1,820 | 2,221 | - | - |
Total other non-current assets | 68,335 | 55,892 | 2,275 | 2,275 |
Telecom Plus PLC Page 168 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
Trade receivables | 97,002 | 86,606 | - | - |
Other receivables | 20,304 | 16,214 | 32 | 267 |
Hire purchase agreements receivable | 1,071 | 1,246 | - | - |
Trade and other receivables | 118,377 | 104,066 | 32 | 267 |
Accrued income | 236,798 | 222,036 | - | - |
Trade and other receivables | 118,377 | 104,066 | 32 | 267 |
Accrued income | 236,798 | 222,036 | - | - |
Receivables and accrued income (net) | 355,175 | 326,102 | 32 | 267 |
Telecom Plus PLC Page 169 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income (continued)
Allowance for credit losses on trade receivables and accrued income from customer
invoicing (continued)
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
Allowances as at 1 April | 59,020 | 42,691 | - | - |
| Additions – charged to consolidated income | ||||
| statement | 33,389 | 30,712 | - | - |
Allowances used on fully written down receivables | (29,781) | (14,383) | - | - |
Allowances as at 31 March | 62,628 | 59,020 | - | - |
| As at 31 March | Live | Closed | Total | ||||
| 2025 | Gross | Allowance | Gross | Allowance | Gross | Allowance | Net |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accrued income - not past due | 239,906 | (3,108) | - | - | 239,906 | (3,108) | 236,798 |
| Trade receivables - past due | |||||||
0-30 days | 10,919 | (2,581) | 1,779 | (814) | 12,698 | (3,395) | 9,303 |
31-90 days | 21,470 | (5,060) | 3,460 | (2,846) | 24,930 | (7,906) | 17,024 |
>91 days | 87,893 | (19,315) | 15,759 | (13,662) | 103,652 | (32,977) | 70,675 |
Total past due | 120,282 | (26,956) | 20,998 | (17,322) | 141,280 | (44,278) | 97,002 |
| Trade receivables | |||||||
| Total due in over 1 | 40,793 | (15,242) | - | - | 40,793 | (15,242) | 25,551 |
| year | |||||||
| Total trade | 161,075 | (42,198) | 20,998 | (17,322) | 182,073 | (59,520) | 122,553 |
| receivables | |||||||
Total | 400,981 | (45,306) | 20,998 | (17,322) | 421,979 | (62,628) | 359,351 |
Telecom Plus PLC Page 170 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income (continued)
Analysis of trade receivables and accrued income from customer invoicing (continued)
| As at 31 March | Live | Closed | Total | ||||
| 2024 | Gross | Allowance | Gross | Allowance | Gross | Allowance | Net |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accrued income - not past due | 225,516 | (3,480) | - | - | 225,516 | (3,480) | 222,036 |
| Trade receivables - past due | |||||||
0-30 days | 12,703 | (2,803) | 1,874 | (1,034) | 14,577 | (3,837) | 10,740 |
31-90 days | 24,106 | (5,575) | 4,602 | (3,703) | 28,708 | (9,278) | 19,430 |
>91 days | 68,223 | (14,533) | 18,947 | (16,201) | 87,170 | (30,734) | 56,436 |
Total past due | 105,032 | (22,911) | 25,423 | (20,938) | 130,455 | (43,849) | 86,606 |
| Trade receivables | |||||||
Total due in over 1 year | 30,721 | (11,691) | - | - | 30,721 | (11,691) | 19,030 |
| Total trade | 135,753 | (34,602) | 25,423 | (20,938) | 161,176 | (55,540) | 105,636 |
| receivables | |||||||
Total | 361,269 | (38,082) | 25,423 | (20,938) | 386,692 | (59,020) | 327,672 |
14. Costs to obtain contracts
The Group has the following assets at the reporting date in relation to contract costs:
2025 | 2024 | |
£’000 | £’000 | |
Commissions paid to acquire contracts | 6,466 | 2,829 |
Commissions paid in advance | 20,108 | 20,582 |
26,574 | 23,411 |
Commissions paid to acquire contracts represent up-front commissions paid to Partners for
referring customers to the Group and are amortised when the related revenues are recognised
over the average lifetime of the Group's customers of 7 years. In the current period the
amount of amortisation was £1.2m (2024: £0.3m). Partners also earn commission on the
ongoing monthly use of the Group’s services by customers they have referred (“trailing
commissions”). Trailing commissions are recognised in the Statement of Comprehensive
Income as they are earned by Partners on an accruals basis. In the current period the amount
of trailing commissions was £24.3m (2024: £24.6m).
Telecom Plus PLC Page 171 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
14. Costs to obtain contracts (continued)
| Group | 2025 | 2024 |
£’000 | £’000 | |
As at 1 April | 176,509 | 89,721 |
| Changes from financing cashflows | ||
Drawdown of bank loans | 5,000 | 108,550 |
Drawdown of private placement loans | 50,000 | 75,000 |
Repayment of bank loans | (40,000) | (95,000) |
Interest paid | (14,400) | (7,195) |
Total changes from financing cashflows | 600 | 81,355 |
Interest payments due during the period | 14,400 | 7,195 |
| Other changes - arrangement fees | ||
Additions | (584) | (2,151) |
Amortisation | 792 | 389 |
Total other changes | 208 | (1,762) |
Total long-term borrowings as at 31 March | 191,717 | 176,509 |
Interest expense | 13,103 | 9,255 |
Interest paid | (14,400) | (7,195) |
Due within one year | - | - |
Due after one year | 193,550 | 178,550 |
193,550 | 178,550 |
Telecom Plus PLC Page 172 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
15. Interest bearing loans and borrowings (continued)
Bank loans (continued)
2025 | 2024 | |
£’000 | £’000 | |
Due in one year or less | 20,490 | 11,975 |
Due in more than one year but not more than two years | 20,490 | 11,975 |
Due in more than two years but not more than five years | 374,234 | 213,157 |
415,214 | 237,107 |
Telecom Plus PLC Page 173 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
15. Interest bearing loans and borrowings (continued)
2025 | 2024 | |
£’000 | £’000 | |
As at 1 April | 3,821 | 659 |
Additional lease liability | 141 | 3,414 |
| Changes from financing cashflows | ||
Payment of lease liabilities | (794) | (252) |
Interest relating to lease liabilities | (85) | (26) |
Total changes from financing cashflows | (879) | (278) |
Interest relating to lease liabilities | 85 | 26 |
As at 31 March | 3,168 | 3,821 |
2025 | 2024 | |
£’000 | £’000 | |
Due in one year or less | 863 | 842 |
Due in more than one year but not more than two years | 2,436 | 842 |
Due in more than two years but not more than five years | 26 | 2,331 |
3,325 | 4,015 |
Telecom Plus PLC Page 174 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
| Current | ||||
Trade payables | 37,183 | 44,567 | 21 | 124 |
Inter-company payables | - | - | 16,836 | 24,259 |
Other taxation and social security | 11,548 | 11,449 | - | - |
48,731 | 56,016 | 16,857 | 24,383 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
Accrued expenses | 187,899 | 112,385 | 30 | 18 |
Energy payment on account creditors | 38,421 | 56,407 | - | - |
Insurance technical provisions | 11,891 | 11,178 | - | - |
Deferred income | 1,592 | 1,338 | - | - |
239,803 | 181,308 | 30 | 18 |
Telecom Plus PLC Page 175 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
2025 | 2024 | |||
Number | Number | |||
(‘000) | £’000 | (‘000) | £’000 | |
Authorised ordinary shares of 5p each in the Company | 160,000 | 8,000 | 160,000 | 8,000 |
| Allotted, called up and fully paid ordinary share capital: | ||||
At 1 April | 80,016 | 4,001 | 79,937 | 3,997 |
Issue of new ordinary shares | 700 | 35 | 79 | 4 |
At 31 March | 80,716 | 4,036 | 80,016 | 4,001 |
Authorised ‘B’ shares of 2p each in subsidiary | 650 | 13 | 650 | 13 |
| Allotted and fully paid ‘B’ share capital: | ||||
At 1 April | 330 | 6 | 330 | 6 |
At 31 March | 330 | 6 | 330 | 6 |
Total Group share capital at 31 March | 4,042 | 4,007 |
Telecom Plus PLC Page 176 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
18. Capital and reserves (continued)
2025 | 2024 | |
£’000 | £’000 | |
| Prior year final paid 47p (2024: 46p) per share | 37,145 | 36,445 |
| Interim paid 37p (2024: 36p) per share | 29,292 | 28,537 |
Telecom Plus PLC Page 177 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
19. Earnings per share
The calculation of basic and diluted earnings per share (“EPS”) is based on the following data:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Earnings for the purpose of basic and diluted EPS | 76,097 | 71,037 |
| Share incentive scheme charges (net of tax) | 2,566 | 3,901 |
| Restructuring costs (net of tax) | 4,288 | - |
| Amortisation of energy supply contract intangible asset | 11,228 | 11,228 |
Earnings excluding share incentive scheme charges and amortisation of intangibles for the purpose of adjusted basic | 94,179 | 86,166 |
| and diluted EPS (Adjusted post-tax profit) |
Number | Number | |
(‘000s) | (‘000s) | |
Weighted average number of ordinary shares for the purpose of basic EPS | 79,002 | 79,058 |
| Effect of dilutive potential ordinary shares (share incentive | 1,042 | 963 |
| awards) | ||
Weighted average number of ordinary shares for the purpose of diluted EPS | 80,044 | 80,021 |
Adjusted basic EPS 1 | 119.2p | 109.0p |
Basic EPS | 96.3p | 89.9p |
Adjusted diluted EPS 1 | 117.7p | 107.7p |
Diluted EPS | 95.1p | 88.8p |
It has been deemed appropriate to present the analysis of adjusted EPS excluding share
incentive scheme charges due to the relative size and historical volatility of the charges. In
view of the size and nature of the charge as a non-cash item the amortisation of intangible
assets arising from the energy supply agreement with E.ON has also been adjusted. In 2025 it
has also been deemed appropriate to exclude restructuring costs given the one-off non-
recurring nature of these charges. The amortisation of the energy supply contract intangible
asset has not been adjusted for taxation as this item does not impact the amount of corporation
tax paid by the Group.
1
Adjusted basic and diluted EPS exclude share incentive scheme charges, the amortisation of the intangible asset
recognised as a result of the new energy supply arrangements entered into with npower in December 2013 and
restructuring costs.
Telecom Plus PLC Page 178 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 179 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments
Share options
The Company has three share option plans, two of which are available to employees, the
other to distributors of the Company. The Company also has a Save As You Earn share
option plan (‘the 2015 Employee SAYE Share Option Plan’) for employees. A Deferred
Share Bonus Plan (‘DBP’) is in place for the senior employees and the Telecom Plus
Incentive Plan (“TPIP”) is in place for executive directors (see Directors’ Remuneration
Report).
New employees who have passed the requisite probationary period are issued with options
over shares in the Company, further options are also granted to existing employees
depending on their seniority and length of service (‘The Telecom Plus PLC 2017 Employee
Share Option Plan’ and the ‘Omnibus Share Option Plan’). The 2015 Employee SAYE Share
Option Plan enables employees of the group to acquire shares in the Company in a tax
efficient manner using monies saved from salary over a three-year period.
The distributor scheme (‘The Telecom Plus PLC 2017 Networkers and Consultants Share
Option Plan’) exists to provide incentives to the people who are most successful in
gathering new customers for the Company. As it is not possible to measure directly the
benefit received from these activities, the fair value of the benefit received has been
measured by reference to the fair value of the equity instruments granted.
A reconciliation of movements in the numbers of share options for the Group can be
summarised as follows:
2025 | 2024 | |||
Number | Weighted | Number | Weighted | |
| average | average | |||
| exercise | exercise | |||
| price | price | |||
At 1 April | 4,458,015 | 1,648p | 3,292,856 | 1,706p |
Options granted | 513,546 | 136p | 1,792,600 | 1,562p |
Options exercised | (488,592) | 1,245p | (123,261) | 1,318p |
Options lapsed/expired | (890,888) | 1,931p | (504,180) | 1,803p |
At 31 March | 3,592,081 | 1,416p | 4,458,015 | 1,648p |
The weighted average share price at the date of exercise for the options exercised during the
year was 1,772.2p (2024: 1,662.2p).
Telecom Plus PLC Page 180 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
During the current year ended 31 March 2025 and prior year ended 31 March 2024, the Group
issued share options to employees on the occasions set out below. No share options were
issued to distributors during these periods.
| Share | |||||||
| price at | Exercise | Expected | Risk free | Dividend | Fair value | ||
| grant date | price | volatility | Option life | rate | yield | per option | |
| Grant date | (pence) | (pence) | (%) | (years) | (%) | (%) | (pence) |
2017 | Employee Share Option Plan | ||||||
04/08/2023 | 1,676 | 1,647 | 44.81 | 10 | 4.74 | 4.86 | 524 |
12/12/2023 | 1,472 | 1,523 | 36.90 | 10 | 3.95 | 5.25 | 363 |
| Omnibus Share Option Plan | |||||||
19/07/2024 | 1,784 | 5 | 32.53 | 10 | 3.75 | 4.65 | 1,117 |
10/12/2024 | 1,756 | 5 | 29.17 | 10 | 4.06 | 4.73 | 1,091 |
| Deferred Shares Bonus Plan | |||||||
17/08/2023 | 1,604 | 5 | n/a | 10 | n/a | n/a | n/a |
19/07/2024 | 1,784 | 5 | n/a | 10 | n/a | n/a | n/a |
2015 | Employee SAYE Share Option Plan | ||||||
17/08/2023 | 1,604 | 1,718 | 44.47 | 3.5 | 4.74 | 4.66 | 560 |
15/08/2024 | 1,826 | 1,786 | 32.87 | 3.5 | 3.75 | 4.65 | 414 |
| Telecom Plus Incentive Plan | |||||||
19/07/2024 | 1,784 | 5 | 29.17 | 10 | 3.75 | 4.65 | 1,117 |
The Group has used a binomial model to value its share options, with account being taken of
vesting conditions where these were considered material. The expected volatility for the share
option arrangements is based on historical volatility determined by the analysis of daily share
price movements over the previous 12 months.
Telecom Plus PLC Page 181 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
The options outstanding at the end of the year relating to employees are as follows:
| Exercise | |||||
| Number | Number | price per | |||
| 1 April 2024 | 31 March 2025 | share | Exercisable from | Expiry date | |
2007 | Employee Share Option Plan | ||||
| 01 Jul 2014 | 1,750 | - | 1,337.0p | 01 Jul 2017 | 30 Jun 2024 |
| 16 Dec 2014 | 1,350 | - | 1,254.0p | 16 Dec 2017 | 15 Dec 2024 |
| 13 Jul 2015 | 83,901 | 67,875 | 985.0p | 13 Jul 2018 | 12 Jul 2025 |
| 10 Dec 2015 | 1,729 | 1,579 | 1,074.0p | 10 Dec 2018 | 09 Dec 2025 |
| 22 Jul 2016 | 55,750 | 53,000 | 1,047.0p | 22 Jul 2019 | 21 Jul 2026 |
| 08 Dec 2016 | 18,210 | 16,885 | 1,209.0p | 08 Dec 2019 | 07 Dec 2026 |
| 20 Jul 2017 | 30,246 | 27,226 | 1,117.0p | 20 Jul 2020 | 19 Jul 2027 |
| 12 Dec 2017 | 17,240 | 14,790 | 1,181.0p | 12 Dec 2020 | 11 Dec 2027 |
| 26 Jul 2018 | 44,622 | 39,458 | 1,057.0p | 26 Jul 2021 | 25 Jul 2028 |
| 13 Dec 2018 | 26,545 | 21,661 | 1,370.0p | 13 Dec 2021 | 12 Dec 2028 |
| 25 Jul 2019 | 86,775 | 76,635 | 1,342.0p | 25 Jul 2022 | 24 Jul 2029 |
| 16 Dec 2019 | 78,120 | 53,720 | 1,383.0p | 16 Dec 2022 | 15 Dec 2029 |
| 23 Jul 2020 | 181,080 | 99,200 | 1,382.0p | 23 Jul 2023 | 22 Jul 2030 |
| 16 Dec 2020 | 113,200 | 70,415 | 1,474.0p | 16 Dec 2023 | 15 Dec 2030 |
| 22 Jul 2021 | 193,000 | 95,005 | 1,045.0p | 22 Jul 2024 | 21 Jul 2031 |
| 16 Dec 2021 | 459,750 | 299,366 | 1,520.0p | 16 Dec 2024 | 15 Dec 2031 |
| 26 Jul 2022 | 641,345 | 351,545 | 2,178.0p | 26 Jul 2025 | 25 Jul 2032 |
| 15 Dec 2022 | 663,985 | 427,485 | 2,247.0p | 15 Dec 2025 | 14 Dec 2032 |
| 04 Aug 2023 | 1,045,350 | 888,400 | 1,647.0p | 04 Aug 2026 | 03 Aug 2033 |
| 12 Dec 2023 | 457,840 | 325,840 | 1,523.0p | 12 Dec 2026 | 11 Dec 2033 |
| Deferred Shares Bonus Plan | |||||
| 22 Jul 2021 | 38,463 | 21,080 | 5.0p | 22 Jul 2023 | 22 Jul 2031 |
| 26 Jul 2022 | 22,327 | 11,923 | 5.0p | 26 Jul 2024 | 26 Jul 2032 |
| 04 Aug 2023 | 57,106 | 55,044 | 5.0p | 04 Aug 2025 | 04 Aug 2033 |
| 19 Jul 2024 | - | 16,130 | 5.0p | 19 Jul 2025 | 19 Jul 2034 |
2015 | Employee SAYE Share Option Plan | ||||
| 19 Aug 2020 | 5,113 | 0 | 1,382.0p | 01 Nov 2023 | 30 Apr 2024 |
| 18 Aug 2021 | 47,857 | 7,447 | 1,036.0p | 01 Nov 2024 | 30 Apr 2025 |
| 18 Aug 2022 | 12,935 | 8,813 | 2,156.0p | 01 Nov 2025 | 30 Apr 2026 |
| 17 Aug 2023 | 41,726 | 30,274 | 1,718.0p | 01 Nov 2026 | 30 Apr 2027 |
| 15 Aug 2024 | - | 31,853 | 1,786.0p | 01 Nov 2027 | 30 Apr 2028 |
| Telecom Plus Incentive Plan | |||||
| 19 Jul 2024 | - | 215,682 | 5.0p | 19 Jul 2026 | 19 Jul 2034 |
Telecom Plus PLC Page 182 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
| Exercise | |||||
| Number | Number | price per | |||
| 1 April 2024 | 31 March 2025 | share | Exercisable from | Expiry date | |
| Omnibus Share Option Plan | |||||
| 19 Jul 2024 | - | 200,850 | 5.0p | 19 Jul 2027 | 19 Jul 2034 |
| 10 Dec 2024 | - | 36,700 | 5.0p | 10 Dec 2027 | 10 Dec 2034 |
Total employee options | 4,427,315 | 3,565,881 | |||
| Weighted average | |||||
exercise price | 1,651.9p | 1,419.0p |
The options outstanding at the end of the year relating to distributors are as follows:
| Exercise | |||||
| Number | Number | price per | |||
| 1 April 2024 | 31 March 2025 | share | Exercisable from | Expiry date | |
2007 | Networkers and Consultants Share Option Plan | ||||
| 01 Jul 2014 | 6,100 | - | 1,337.0p | 01 Jul 2017 | 30 Jun 2024 |
| 16 Dec 2014 | 4,500 | - | 1,254.0p | 16 Dec 2017 | 15 Dec 2024 |
| 13 Jul 2015 | 18,600 | 18,600 | 985.0p | 13 Jul 2018 | 12 Jul 2025 |
| 22 Jul 2016 | 1,500 | 1,500 | 1,047.0p | 22 Jul 2019 | 21 Jul 2026 |
Total distributor options | 30,700 | 20,100 | |||
| Weighted average | |||||
exercise price | 1,097.4p | 989.6p |
At 31 March 2025, a total of 997,365 share options were exercisable (2024: 771,218) at a
weighted average exercise price of 1,267.17p (2024: 1,273.16p). The average remaining
contractual life of the outstanding options was 7.2 years (2024: 7.9 years).
Telecom Plus PLC Page 183 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
LTIP 2016 – growth shares
The LTIP 2016 comprises the issue to participants of a class of ‘growth’ shares in Utility
Warehouse Limited (“B shares”), which potentially become convertible into ordinary shares in
the Company over a period of typically 3-10 years following the achievement of stretching
targets. If these targets are not achieved, then the growth shares lapse with no value to
participants.
The first awards of growth shares (“B1 shares”) were made to initial participants in the scheme
on 4 April 2017; these included the Chief Executive Officer and Chief Financial Officer of the
Company. In total 325,000 growth shares were issued to the directors and certain senior
employees on 4 April 2017, of which 128,500 have lapsed due to leavers. As set out in the
Directors’ Remuneration Report for the year ended 31 March 2021, a further 37,500 held by
directors were lapsed due to the introduction of the Deferred Share Bonus Plan.
On 30 July 2018 and 20 November 2018, further awards of growth shares were made to certain
senior employees (“B2 shares”). In total 61,500 and 18,000 growth shares were issued
respectively on these dates, of those issued on 30 July 2018 47,500 have lapsed due to leavers
and of those issued on 20 November 2018 13,000 have lapsed.
No further awards will be made under the LTIP 2016.
The fair value of the growth shares issued for the purposes of IFRS 2 has been based on a
Monte-Carlo model and the key assumptions are set out below.
B1 shares – April 2017 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £16.51 | £17.71 | £18.07 | £17.08 |
Number of awards granted | 81,250 | 81,250 | 81,250 | 81,250 |
| Key assumptions | ||||
Share price at grant | £12.10 | |||
Exercise price | Nil | |||
Dividend yield | 4.5% | |||
Expected term | 2.3 to 9.3 years | |||
Risk free rate | 0.11% to 0.99% | |||
Share price volatility of the Company | 33.2% | |||
| Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
| awards | 6.3% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 11.2% |
Telecom Plus PLC Page 184 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
B2 shares – July 2018 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £10.14 | £10.70 | £10.79 | £9.68 |
Number of awards granted | 15,375 | 15,375 | 15,375 | 15,375 |
| Key assumptions | ||||
Share price at grant | £10.36 | |||
Exercise price | Nil | |||
Dividend yield | 4.9% | |||
Expected term | 3 to 10 years | |||
Risk free rate | 0.86% to 1.48% | |||
Share price volatility of the Company | 30.9% | |||
| Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
| awards | 5.9% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 10.3% |
B2 shares – November 2018 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £18.23 | £19.39 | £19.17 | £17.39 |
Number of awards granted | 4,500 | 4,500 | 4,500 | 4,500 |
| Key assumptions | ||||
Share price at grant | £13.24 | |||
Exercise price | Nil | |||
Dividend yield | 4.5% | |||
Expected term | 2.7 to 9.7 years | |||
Risk free rate | 0.78% to 1.35% | |||
Share price volatility of the Company | 29.9% | |||
| Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
| awards | 5.7% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 10.1% |
Telecom Plus PLC Page 185 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 186 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
Telecom Plus PLC Page 187 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
Borrowing facilities (continued)
2025 | 2024 | |
£’000 | £’000 | |
Short-term employee benefits | 2,715 | 3,804 |
Social security costs | 361 | 551 |
Post-employment benefits | 118 | 12 |
3,194 | 4,367 | |
Share incentive scheme charges | 797 | 416 |
3,991 | 4,783 |
Telecom Plus PLC Page 188 of 188 31 March 2025
Registered number 3263464
Notes to the consolidated financial statements
23. Related parties (continued)
Transactions with key management personnel (continued)
2025 | 2024 | |
£’000 | £’000 | |
Salaries, fees, bonuses and benefits in kind | 2,715 | 3,804 |
Gains on exercise of share options | - | - |
Pension contributions | 118 | 12 |
2,833 | 3,816 |