Full Year Results for Year Ended 31 December 2025

Huddled Group PLC

03 June 2026

 

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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

Huddled Group plc

("Huddled", the "Company" or the "Group")

Full Year Results for the Year Ended 31 December 2025

Huddled Group plc (AIM:HUD), the circular economy e-commerce business, is pleased to announce its audited full year results for the year ended 31 December 2025 ("FY2025").

Highlights

·      FY2025 revenue increased 44% to £18,650,000 (FY2024 restated for discontinued operations: £12,928,000).

·      FY2025 gross profit increased 20-fold to £730,000 (FY2024 restated for discontinued operations: £35,000).

·      FY2025 adjusted EBITDA loss narrowed to £2,625,000 in the period (FY2024 restated for discontinued operations: £2,939,000).

·      Discount Dragon revenue flat vs FY2024 but adjusted EBITDA loss narrowed to £649,000 in FY2025 (FY2024: £1,537,000 loss) due to focus on fewer but more profitable orders.

·      Nutricircle revenue increased to £5,034,000 (FY2024 since acquisition in April 2024: £1,644,000).

·      Boop Beauty revenue increased to £2,844,000 in FY2025 (FY2024 since launch in September 2024: £494,000). Decision to pivot to Beauty Box to be sold via Peeko website and marketplaces.

Enquiries:

For further information please visit www.huddled.com/investors, or contact:

Huddled Group plc Martin Higginson Dan Wortley	[e-mail]
Zeus (Nominated Adviser and Sole Broker) James Hornigold, George Duxberry Dominic King	Tel + 44 (0) 203 829 5000 (Investment Banking) (Corporate Broking)
Shard Capital LLP Erik Woolgar
Alma Strategic Communications (Financial PR) Rebecca Sanders-Hewett Sam Modlin	[e-mail]

Chairman's Statement

Introduction

We have grown revenue from £12.93m in 2024 to £18.65m in 2025 - a 44% increase. More importantly, gross profit grew from just £35k to £730k - a 20-fold improvement in a single year. This was achieved through deliberate, disciplined decisions made during the year to prioritise quality of earnings over revenue.

Discount Dragon

Revenue held firm at £10.7m. We identified early that a significant proportion of customers were coming to the site for one-off promotions and not returning and therefore we have addressed this issue.

As a result, The EBITDA loss reduced from £1.54m in 2024 to £649k in 2025 - a 58% improvement. Product margin per order improved from £15.14 in H1 2025 to £17.45 in H2 2025. We processed 300,000 orders during the year, with several individual days exceeding £50k.

Nutricircle

Revenue grew significantly from £1.6m to £5.0m - an increase of £3.4m, over 200%. Orders more than trebled, from 47,754 to 155,555. Gross Margin per order improved from £14.55 in H1 2025 to £17.41 in H2 2025 - an improvement of almost 20% in a single half-year.

Boop Beauty

Revenue grew from £0.5m to £2.8m. However, the model of heavily discounting branded beauty products created friction with our supplier base and margins that were not attractive. We took the decision not to persevere with a model that wasn't working. Instead, we pivoted to Beauty Box - a curated collection of premium products that deliver genuine customer value, and works for our brand partners as well, generating a solid margin at volume. Early results in 2026 are encouraging, and this is now a concept we can scale with confidence.

THG Fulfil

One of our key decisions in 2025 was our migration to THG Fulfil.

For too long, fulfilment was limiting our growth. Surges in demand led to delayed orders, picking errors, and customers who didn't come back. We knew that we needed to solve this issue.

THG Fulfil, with their fully robotic operation gives us the ability to offer customers next-day delivery on orders placed up to 11pm - a proposition that rivals the very best in UK ecommerce. We have restructured our product range around their model, moving from an average of 12 picks per order to circa 6, increasing average item values, and eliminating loss-making low-value lines entirely. That is a fundamental shift.

We have also reduced our delivery charge to £3.99 for next-day delivery, with free delivery on orders over £50 - a significant competitive advantage.

Outlook

Our Trustpilot scores are at their highest ever. Our supplier relationships have never been stronger. Our fulfilment capability is now genuinely world-class. And our marketing channels - proven to acquire customers at volume - are ready to be reopened at scale.

We have now entered 2026 with a business that is operationally sound, commercially focused, and built to grow.

Martin Higginson

Executive Chairman

Financial Review

Income statement

Below is a summary of divisional trading from continuing operations in the year:

	Discount Dragon	Nutricircle	Boop  Beauty	Head Office	Total
	£'000	£'000	£'000	£'000	£'000
Revenue	10,772	5,034	2,844	-	18,650
Gross profit/(loss)	396	570	(236)	-	730
Adjusted EBITDA[1]	(649)	(5)	(863)	(1,108)	(2,625)
Loss before tax	(1,614)	(148)	(1,065)	(1,206)	(4,033)

Revenue in the year increased 44% to £18,650,000 (FY2024[2]: £12,928,000).

The Group's adjusted EBITDA loss narrowed to £2,625,000 in the period (FY2024: £2,939,000).

The Group reported a loss before tax from continuing operations of £4,033,000 for the year (FY2024: £3,725,000). This was stated after £415,000 of amortisation (of which £277,000 related to Discount Dragon and Nutricircle intangible assets recognised on acquisition) and £171,000 of depreciation. One-off costs of £755,000 related mainly to warehouse relocations and restructuring costs.

Discount Dragon reported revenue of £10,772,000 in the year, in line with the £10,790,000 in FY2024. This was due to an intentional move towards fewer, more profitable orders in H2 2025. This helped the division report a gross profit in the period of £396,000, a positive swing of £547,000 compared with the gross loss of £151,000 recorded in the prior year despite comparable revenues. Driven by this improvement in gross profit and lower divisional overheads due to the economies of leveraging costs across divisions, Discount Dragon's adjusted EBITDA loss narrowed to £649,000 (FY2024: £1,537,000).

Nutricircle reported revenue of £5,034,000 in the year, up from £1,644,000 in the prior period since its acquisition in April 2024. Nutricircle delivered a gross profit of £570,000 (FY2024: £230,000). Nutricircle's adjusted EBITDA loss narrowed to £5,000 (FY2024 since acquisition in April 2024: £68,000).

Boop Beauty reported revenue of £2,844,000 in the year, up from £494,000 in the previous year following its launch in September 2024. Boop Beauty made a gross loss of £236,000 in the year (FY2024: gross loss of £44,000). Boop Beauty's adjusted EBITDA loss widened to £863,000 (FY2024 since launch in September 2024: £200,000).

Head office costs remained relatively flat at £1,108,000 (FY2024: £1,134,000).

Cash flow

Net cash flows in the period are summarised as follows:

	£'000
Operating cash outflow	(2,986)
Investing cash outflow	(442)
Financing cash inflow	2,032
Net cash outflow	(1,396)

Operating cash flows benefited from a net working capital inflow of £509,000, of which £364,000 related to the unwinding of the Let's Explore business.

Inventories increased only marginally in the year, despite the 44% increase in revenue. Inventories at the end of the year stood at £1,127,000, up from £1,096,000 at the end of the prior period when adjusting for inventories relating to the discontinued Let's Explore business. Reducing inventory cover was an objective in the period, and we achieved a reduction to 41 days in 2025, down from 51 days in 2024. The intention is to reduce this further in 2026.

Investing cash outflows of £442,000 consisted of intangible asset additions of £250,000 (mainly software development) and net property, plant and equipment additions of £192,000.

The net financing cash inflow of £2,032,000 was driven by a £1,415,000 equity fundraise (net of expenses) and a net increase of loans and leases in the period of £658,000. Finance costs and income in the year were £59,000 and £18,000 respectively.

HUDDLED GROUP PLC                                                         

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

		Year Ended 31 December 2025	Restated Year Ended 31 December 2024
		£'000	£'000
	Note
Revenue		18,650	12,928
Cost of sales		(17,920)	(12,893)
		---------------	---------------
Gross profit		730	35
Administrative expenses		(4,722)	(3,888)
		---------------	---------------
Loss from operations		(3,992)	(3,853)
Memorandum:
Adjusted EBITDA		(2,625)	(2,939)
Depreciation	8	(171)	(97)
Amortisation	9	(415)	(330)
Loss on disposal of non-current assets		(26)	-
One-off costs	5	(755)	(487)
		---------------	---------------
Loss from operations		(3,992)	(3,853)
Finance costs		(59)	(3)
Finance income		18	131
		_______	_______
Loss before taxation from continuing operations		(4,033)	(3,725)
Taxation		69	110
		_______	_______
Loss after taxation from continuing operations		(3,964)	(3,615)
Loss after tax from discontinued operations	6	(161)	(317)
		_____	______
Loss after taxation from all operations		(4,125)	(3,932)
		=======	========
Attributable to:
Equity holders of the company		(4,193)	(3,851)
Non-controlling interests		68	(81)
		_____	______
		(4,125)	(3,932)
		=======	========

		Year ended 31 December 2025	Restated Year ended 31 December 2024
		£0.01	£0.01
Earnings/(loss) per share
Continuing operations
Basic	7	(1.11)	(1.13)
Diluted	7	(1.11)	(1.13)
Discontinued operations
Basic	7	(0.06)	(0.07)
Diluted	7	(0.06)	(0.07)
Continuing and discontinued operations
Basic	7	(1.17)	(1.20)
Diluted	7	(1.17)	(1.20)

HUDDLED GROUP PLC                                                         

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium	Foreign exchange reserve	Merger reserve	Capital redemption reserve	Equity reserve	Non-controlling interest	Retained earnings/ (deficit)	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
As at 1 January 2024	127	1,143	(34)	2,823	110	417	-	5,716	10,302
Loss after tax	-	-	-	-	-	-	(81)	(3,851)	(3,932)
Currency translation of overseas subsidiary	-	-	1	-	-	-	-	-	1
Acquisition of subsidiaries	1	-	-	54	-	54	2	-	111
Acquisition of non-controlling interest	-	-	-	-	-	96	48	(144)	-
Issue of deferred consideration shares	1	-	-	19	-	(20)	-	-	-
Partial disposal of Let's Explore Limited	-	-	-	-	-	-	28	(28)	-
	------------	--------------	------------	------------	------------	------------	------------	----------------	------------
Balance at 31 December 2024	129	1,143	(33)	2,896	110	547	(3)	1,693	6,482
	------------	--------------	------------	------------	------------	------------	------------	----------------	------------
Loss after tax	-	-	-	-	-	-	68	(4,193)	(4,125)
Currency translation of overseas subsidiary	-	-	2	-	-	-	-	-	2
Issue of deferred consideration shares	9	-	-	538	-	(547)	-	-	-
Issue of shares for cash	19	1,481	-	-	-	-	-	-	1,500
Issue costs deducted from equity	-	(85)	-	-	-	-	-	-	(85)
Foreign exchange reserve transferred to income statement on disposal of subsidiary	-	-	31	-	-	-	-	-	31
Disposal of Let's Explore Limited	-	-	-	-	-	-	(65)	65	-
	------------	--------------	------------	------------	------------	------------	------------	----------------	------------
Balance at 31 December 2025	157	2,539	-	3,434	110	-	-	(2,435)	3,805
	------------	--------------	------------	------------	------------	------------	------------	----------------	------------

HUDDLED GROUP PLC                                                        

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		31 December 2025		31 December 2024
ASSETS	Note	£'000		£'000
Non-current assets
Property, plant and equipment	8	323		351
Intangible fixed assets	9	3,964		4,132
Deferred tax asset		75		6
		------------		------------
Total non-current assets		4,362		4,489
Current assets
Inventories		1,127		1,124
Trade and other receivables		492		817
Contract assets		-		612
Cash and cash equivalents		243		1,639
		------------		------------
Total current assets		1,862		4,192
		------------		------------
Total assets		6,224		8,681
		======		======
LIABILITIES
Current liabilities
Trade and other payables		(1,678)		(1,956)
Contract liabilities		(30)		(18)
Provisions		-		(162)
Lease liabilities		-		(25)
Loans and borrowings		(710)		(20)
		------------		--------------
Total current liabilities		(2,418)		(2,181)
Non-current liabilities
Loans and borrowings		(1)		(18)
		------------		------------
Total non-current liabilities		(1)		(18)
		------------		------------
Total liabilities		(2,419)		(2,199)
		------------		------------
Net assets		3,805		6,482
		======		======
Capital and reserves attributable to owners
of the parent
Share capital	10	157		129
Share premium	11	2,539		1,143
Foreign exchange reserve	11	-		(33)
Merger reserve	11	3,434		2,896
Capital redemption reserve	11	110		110
Equity reserve	11	-		547
Non-controlling interest	11	-		(3)
Retained (deficit)/earnings	11	(2,435)		1,693
		---------------		------------
Total equity		3,805		6,482
		=======		======

HUDDLED GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Year ended 31 December 2025		Restated Year ended 31 December 2024
	£'000		£'000
Cash flows from operating activities
Loss before tax from continuing operations	(4,033)		(3,725)
Loss before tax from discontinued operations	(155)		(324)
Adjustments for:
Depreciation of property plant and equipment	175		99
Loss on disposal of fixed assets	26		-
Amortisation of intangible assets	418		418
Impairment of intangible assets	-		91
Finance costs	59		3
Finance income	(18)		(131)
Foreign exchange	33		1
Foreign corporate tax received	-		1
	_____		_____
Cash outflow from operating activities before changes in working capital	(3,495)		(3,567)
Increase in inventories	(3)		(320)
(Increase)/decrease in trade and other receivables	937		(654)
Increase/(decrease) in trade & other payables	(425)		1,313
	_____		_____
Cash used in operations	(2,986)		(3,228)
Investing activities
Purchase of intangible assets	(250)		(244)
Purchase of property, plant and equipment	(204)		(196)
Proceeds from the sale of non-current assets	12		-
Acquisition of subsidiaries	-		(109)
Proceeds from the sale of subsidiary undertakings	-		1,047
Cash acquired with subsidiaries	-		12
	_____		_____
Net cash (used in)/from investing activities	(442)		510
Financing activities
Finance costs	(59)		(3)
Finance income	18		131
New loans	1,219		-
Loan and finance lease repayments	(561)		(39)
Issue of new share capital	1,500		-
Costs of issuing new share capital	(85)		-
	_____		_____
Net cash from financing activities	2,032		89
Net decrease in cash and cash equivalents	(1,396)		(2,629)
Cash and cash equivalents at beginning of the period	1,639		4,268
	_____		_____
Cash and cash equivalents at end of the period	243		1,639
	======		======
	Year ended 31 December 2025		Year ended 31 December 2024
	£'000		£'000
Reconciliation of net cashflow to movement in net debt
Net (decrease)/increase in cash and cash equivalents	(1,396)		(2,629)
Loans and finance leases acquired with subsidiaries	-		(74)
New loans	(1,219)		-
Repayment of loans and finance leases	561		39
Disposal of IFRS 16 lease	10		-
	_____		_____
Movement in net funds in the year	(2,044)		(2,664)
Net funds at beginning of year	1,576		4,240
	_____		_____
Net (debt)/funds at end of year	(468) ======		1,576 ======
Breakdown of net funds
Cash and cash equivalents		243		1,639
Loans and finance leases		(711)		(63)
	_____		_____
Net (debt)/funds at end of year		(468) ======		1,576 ======

HUDDLED GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1   GENERAL INFORMATION

Huddled Group plc is a public limited company incorporated and domiciled in the United Kingdom. The address of the registered office is Cumberland Court, 80 Mount Street, Nottingham, England, NG1 6HH. The Group is listed on AIM.

During the year, the principal activities of the Group were the sale of primarily surplus stock via the Group's Discount Dragon, Nutricircle and Boop Beauty websites.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates.

2   ACCOUNTING POLICIES

Principal accounting policies

The Company is a public company incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs. The financial statements are presented to the nearest round thousand (£'000) except when otherwise indicated.

Basis of Consolidation

The Group comprises a holding company and a number of subsidiaries all of which have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations.

Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.  The going concern basis of accounting has therefore been adopted in preparing the financial statements.

In reaching this conclusion, the Directors considered the financial position of the Group, taking into consideration the post year end consolidation of the Group's websites into one brand - Peeko - and the resulting significant cost savings. The Directors acknowledge the need for the Group to reach operational profitability and become net cash generative. If this takes too long to achieve, there may be a strain on the Group's working capital which may require mitigation strategies such as reducing inventory cover, accessing sources of debt or equity available to the Group and/or allocating resources away from one or more of the Group's activities in favour of another/others.

The Directors also considered forecasts and projections for 12 months from the date of approval of the financial statements, taking into account reasonably possible changes in trading performance and capital expenditure.

Business combinations and goodwill

Acquisitions of subsidiaries are accounted for using the acquisition method. The assets and liabilities and contingent liabilities of the subsidiaries are measured at their fair value at the date of acquisition. Any excess of acquisition over fair values of the identifiable net assets acquired is recognised as goodwill. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment annually. Any impairment is recognised immediately in profit or loss accounts and is not subsequently reversed. Acquisition related costs are recognised in the income statement as incurred.

Non-controlling interests

Non-controlling interests (NCIs) are accounted for in accordance with IFRS 10 and IFRS 3. NCIs represent equity in subsidiaries not attributable to the parent and are initially measured at the proportionate fair value of identifiable net assets. Subsequent acquisitions of NCIs are accounted for as equity transactions with any gain or loss recognised directly in retained earnings.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Discount Dragon

For sales to consumers via Discount Dragon's website, revenue is recognised on sales in the period in which the corresponding order is placed, at which point products purchased are allocated to that customer. There is typically no more than one week between the point when an order is placed and when the goods are received by the customer and the difference between the two in financial terms is not material. For wholesale sales, revenue is recognised in the period in which delivery to the wholesaler takes place.

Nutricircle

For sales to consumers via Nutricircle's website, revenue is recognised on sales in the period in which the corresponding order is placed, at which point products purchased are allocated to that customer. There is typically no more than one week between the point when an order is placed and when the goods are received by the customer and the difference between the two in financial terms is not material.

Nutricircle's customers are awarded loyalty points when they place orders. An element of revenue from orders placed on Nutricircle's website is allocated to the loyalty points earned based on their perceived value in relation to the selling price of goods purchased. The perceived value of the loyalty points is estimated with reference to the redemption value of the loyalty points and the likelihood of redemption. Revenue allocated to loyalty points is recorded as a contract liability until such time that the loyalty points are redeemed.

Boop Beauty

For sales to consumers via Boop Beauty's website, revenue is recognised on sales in the period in which the corresponding order is placed, at which point products purchased are allocated to that customer. There is typically no more than one week between the point when an order is placed and when the goods are received by the customer and the difference between the two in financial terms is not material.

Boop Beauty's customers are awarded loyalty points when they place orders. An element of revenue from orders placed on Boop Beauty's website is allocated to the loyalty points earned based on their perceived value in relation to the selling price of goods purchased. The perceived value of the loyalty points is estimated with reference to the redemption value of the loyalty points and the likelihood of redemption. Revenue allocated to loyalty points is recorded as a contract liability until such time that the loyalty points are redeemed.

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life.

The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

The method of depreciation for each class of depreciable asset is:

Leasehold property                                      - Over term of lease on a straight-line basis

Fixtures, fittings and equipment                   - 3 years on a straight-line basis

Motor vehicles                                             - Between 3 and 7 years on a straight-line basis

IFRS 16 right of use assets                          - Over term of lease on a straight-line basis

Intangible assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. The residual element of goodwill is not being amortised but is subject to annual impairment review. The expected useable lives of the classes of intangible assets held by the Group are shown in note 9. 

Internally-generated intangible assets

An internally-generated intangible asset arising from the Group's development activities is capitalised and held as an intangible asset in the statement of financial position when the costs relate to a clearly defined project; the costs are separately identifiable; the outcome of such a project has been assessed with reasonable certainty as to its technical feasibility and its ultimate commercial viability; the aggregate of the defined costs plus all future expected costs in bringing the product to market is exceeded by the future expected sales revenue; and adequate resources are expected to exist to enable the project to be completed. Internally generated intangible assets are amortised over their estimated useful lives, being 3 years from completion of development. Other development expenditure is recognised as an expense in the income statement in the period in which it is incurred.

Impairment of assets

Impairment tests on goodwill are undertaken annually. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. When value in use is less than the book value, an impairment is recorded and is irreversible.

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income.

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs comprise direct materials and, where applicable, direct labour costs and overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Contract liabilities

Contract liabilities comprise payments in advance of revenue recognition and revenue deferred due to contract performance obligations not being completed. They are classified as current liabilities if the contract performance obligations are due to be completed within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Contract liabilities are recognised initially at fair value and subsequently at amortised cost.

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents are recognised as financial assets. They comprise cash held by the Group and short-term bank deposits with an original maturity date of three months or less.

Trade payables

Trade payables are initially recognised as financial liabilities measured at fair value, and subsequent to initial recognition are measured at amortised cost.

Bank borrowings

Interest bearing bank loans, overdrafts and other loans are recognised as financial liabilities and recorded at fair value, net of direct issue costs. Finance costs are accounted for on an amortised cost basis in the income statement using the effective interest rate.

Provisions

Provisions are recognised where it is probable that an outflow of resources will be required to settle a liability of an uncertain amount or timing but where a reliable estimate can be made of the amount of the liability.  Provisions are expensed to the income statement and included within liabilities on the statement of financial position.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deduction of all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the executive directors, who are responsible for allocating resources and assessing performance of the operating segments.

A business segment is a group of assets and operations, engaged in providing products or services that are subject to risks and returns that are different from those of other operating segments.

A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. The executive directors assess the performance of the operating segments based on the measures of revenue, adjusted EBITDA, profit before taxation and profit after taxation. Central overheads are not allocated to business segments.

Discontinued operations

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, the asset or disposal group is available for immediate sale in its present condition and the sale is expected to complete within one year from the date of the classification.

Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.

Administrative expenses which the Group will continue to incur following the sale of the disposal groups are included within continuing operations and costs which will cease on disposal are included in discontinued operations.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.

Details of discontinued operations are shown in note 6.  All other notes to the financial statements include amounts for continuing operations only, unless otherwise stated.

3   CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

When applying the Group's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on experience and other factors considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements and estimations that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. The critical accounting judgements also incorporate estimations.

Critical accounting judgements

Revenue recognition

For sales to consumers, revenue is recognised when the order is placed. There is typically no more than one week between customers placing and receiving their order. If revenue relating to undelivered orders is material at the end of an accounting period, an adjustment would be required to defer the revenue into the subsequent accounting period when delivery takes place and judgement is required to establish whether this is the case or not.

The Group recognises a contract liability for loyalty points accrued by its customers based on the expected redemption rate of the loyalty points. Judgement is required to calculate the redemption rate, which is informed by the historical redemption rate observed.

Recoverability criteria for capitalisation of development expenditure

The Group recognises costs incurred on development projects as an intangible asset which satisfies the requirements of IAS 38. The calculation of the costs incurred includes the percentage of time spent by certain employees and contractors on development projects. The decision whether to capitalise and how to determine the period of economic benefit of a development project requires an assessment of the commercial viability of the project and the prospect of selling the project to new or existing customers. An assessment is made as to the future economic benefits of the project and whether an impairment is needed.

 

Critical accounting estimates

 

Impairment of intangible assets

The carrying value of goodwill and other intangible assets relating to the acquisition of subsidiaries are considered annually for indicators of impairment to ensure that the assets are not overstated within the financial statements. The annual impairment assessment in respect of goodwill and other intangible assets requires estimates of the value in use (or fair value less costs to sell) of subsidiaries to which those assets have been allocated. As a result, estimates of future cash flows are required, together with an appropriate discount factor for the purpose of determining the present value of those cash flows. Further details of the considerations made when conducting the impairment review can be found in note 9.

Valuation of inventories

The carrying value of inventories of finished products held by the Group are assessed for impairment at the end of each period. Judgement is required to assess whether the net realisable value (NRV) of inventories held is less than carrying value with reference to the expected price the inventory is likely to achieve if sold.  Where items of inventory are identified as having a NRV of less than their carrying value, a provision for impairment is recognised.

4     SEGMENTAL INFORMATION

A segmental analysis of revenue and expenditure for the year ended 31 December 2025 is below. 

	DiscountDragon	Nutricircle	Boop Beauty	Head Office	Total
	£'000	£'000	£'000	£'000	£'000
Revenue	10,772	5,034	2,844	-	18,650
Cost of sales	(10,376)	(4,464)	(3,080)	-	(17,920)
Gross profit/(loss)	396	570	(236)	-	730
Adjusted administrative expenses*	(1,045)	(575)	(627)	(1,108)	(3,355)
Adjusted EBITDA**	(649)	(5)	(863)	(1,108)	(2,625)
Depreciation	(136)	(12)	-	(23)	(171)
Amortisation	(344)	(46)	(18)	(7)	(415)
Loss on disposal of non-current assets	(26)	-	-	-	(26)
One-off costs (note 5)	(430)	(57)	(184)	(84)	(755)
Finance costs	(30)	(28)	-	(1)	(59)
Finance income	1	-	-	17	18
Taxation	61	8	-	-	69
	-----------	-----------	-------------	------------	------------
Loss for the year	(1,553)	(140)	(1,065)	(1,206)	(3,964)
	======	======	======	======	======

*Adjusted administrative expenses exclude depreciation, amortisation, loss on disposal of non-current assets and one-off costs.

**Adjusted EBITDA is a non-GAAP metric.

A restated segmental analysis of revenue and expenditure for the year ended 31 December 2024 is below. 

	DiscountDragon	Nutricircle	Boop Beauty	Head Office	Total
	£'000	£'000	£'000	£'000	£'000
Revenue	10,790	1,644	494	-	12,928
Cost of sales	(10,941)	(1,414)	(538)	-	(12,893)
Gross profit/(loss)	(151)	230	(44)	-	35
Adjusted administrative expenses*	(1,386)	(298)	(156)	(1,134)	(2,974)
Adjusted EBITDA**	(1,537)	(68)	(200)	(1,134)	(2,939)
Depreciation	(48)	(24)	-	(25)	(97)
Amortisation	(293)	(27)	(3)	(7)	(330)
One-off costs (note 5)	(119)	(41)	-	(327)	(487)
Finance costs	-	(2)	-	(1)	(3)
Finance income	-	-	-	131	131
Taxation	104	6	-	-	110
	-----------	-----------	-------------	------------	------------
Loss for the year	(1,893)	(156)	(203)	(1,363)	(3,615)
	======	======	======	======	======

*Adjusted administrative expenses exclude depreciation, amortisation and one-off costs.

**Adjusted EBITDA is a non-GAAP metric.

5	ONE-OFF COSTS
			2025			2024
			£'000			£'000
		One-off costs (non-GAAP measure)*
		Warehouse move	461			-
		Aborted projects	138			80
		Redundancy/severance costs	92			311
		Let's Explore closure costs	24			-
		Acquisitions	14			68
		Other	26			28
					-------------		------------
					755		487
					======		======
		*One-off costs are included within administrative expenses but have been added back for the purposes of calculating adjusted EBITDA which is a non-GAAP alternative performance measure.

6    DISCONTINUED OPERATIONS

The Let's Explore business, which produced and sold in-home VR consumer products, was discontinued during the period. The results for this business is excluded from the continuing results of the Group for the periods ended 31 December 2025 and 31 December 2024.

Summary income statement

	2025	2024
Discontinued operations	£'000	£'000
Revenue	26	1,294
Cost of sales	(86)	(1,211)
	----------------	---------------
Gross (loss)/profit	(60)	83
Administrative expenses	(95)	(407)
	----------------	---------------
Loss before taxation	(155)	(324)
Taxation	(6)	7
	----------------	-------------
Loss from discontinued operations	(161)	(317)
	----------------	-------------
Adjusted EBITDA	(134)	(143)
Depreciation	(4)	(2)
Amortisation	(3)	(88)
Impairment of intangible assets	-	(91)
Loss on disposal of subsidiary undertakings	(9)	-
One-off costs	(5)	-
	----------------	-------------
Loss before taxation	(155)	(324)
	----------------	-------------

The figures included in discontinued operations do not include any allocation of head office costs, details of which can be found in note 4.

Summary cash flow statement

The net cash flows from discontinued operations included in the cash flow statement are as follows:

		2025		2024
Discontinued operations		£'000		£'000
Cash generated from/(used in) operating activities		259		(120)
Cash used in investing activities		(8)		(63)
		----------------		-------------
Net cash flows generated from discontinued operations		251		(183)
		----------------		-------------
7	EARNINGS PER SHARE
				2025	Restated 2024
				£'000	£'000
		Loss attributable to ordinary equity holders of the parent
		Continuing operations		(3,964)	(3,615)
		Discontinued operations		(229)	(236)
				--------------	-------------
		Loss after taxation from all operations		(4,193)	(3,851)
		Basic weighted average number of shares		356,605,343	319,974,896
		Diluted weighted average number of shares		368,563,389	346,328,630
				============	============
		Continuing operations		£0.01	£0.01
		Basic earnings/(loss) per share		(1.11)	(1.13)
		Diluted earnings/(loss) per share		(1.11)	(1.13)
				========	========
		Discontinued operations		£0.01	£0.01
		Basic earnings/(loss) per share		(0.06)	(0.07)
		Diluted earnings/(loss) per share		(0.06)	(0.07)
				========	========
		Continuing and discontinued operations		£0.01	£0.01
		Basic earnings/(loss) per share		(1.17)	(1.20)
		Diluted earnings/(loss) per share		(1.17)	(1.20)
				========	========

Earnings/(loss) per ordinary share has been calculated using the weighted average number of shares outstanding during the relevant financial periods.

In accordance with IAS 33, diluted EPS must be presented when a company could be required to issue shares that would decrease earnings per share or increase the loss per share. However, IAS 33 stipulates that diluted EPS cannot show an improvement compared to basic EPS. In this case, as the inclusion of potential ordinary shares would result in an improvement, they have been disregarded in the calculation of diluted EPS.

Diluted EPS is calculated based on continuing operations. Although the discontinued operations in the comparative period generated positive earnings per share, the loss per share from continuing operations means that the dilutive effect of the potential ordinary shares is ignored.

8	PROPERTY, PLANT AND EQUIPMENT
		Fixtures, Fittings  & Equipment	Motor Vehicles		Right-of-Use Asset		Total
	Cost	£'000	£'000		£'000		£'000
	At 1 January 2024	94	162		-		256
	Acquired with subsidiary	10	-		132		142
	Additions	196	-		-		196
		------------	------------		--------------		------------
	At 31 December 2024	300	162		132		594
		------------	------------		--------------		------------
	At 1 January 2025	300	162		132		594
	Additions	204	-		-		204
	Disposals	(65)	-		(132)		(197)
		--------------	--------------		--------------		------------
	At 31 December 2025	439	162		-		601
		---------------	--------------		--------------		------------
	Accumulated depreciation
	At 1 January 2024	25	22		-		47
	Acquired with subsidiary	8	-		89		97
	Depreciation of owned assets	53	24		-		77
	Depreciation of leased assets	-	-		22		22
		---------------	---------------		--------------		------------
	At 31 December 2024	86	46		111		243
		---------------	---------------		---------------		------------
	At 1 January 2025	86	46		111		243
	Depreciation of owned assets	140	24		-		164
	Depreciation of leased assets	-	-		11		11
	Disposals	(18)	-		(122)		(140)
		--------------	--------------		--------------		------------
	At 31 December 2025	208	70		-		278
		--------------	--------------		--------------		------------
	Net Book Value
	At 31 December 2025	231	92		-		323
		=======	=======		=======		========
	At 31 December 2024	214	116		21		351
		=======	=======		=======		========
	At 31 December 2023	69	140		-		209
		=======	=======		=======		======

9	INTANGIBLE ASSETS
		Development Costs	Goodwill on Consolidation	Other Intangible Assets	Total
		£'000	£'000	£'000	£'000
	Cost
	At 1 January 2024	570	1,635	2,251	4,456
	Acquired with subsidiary	-	396	66	462
	Additions	215	-	29	244
	Disposals	-	-	(9)	(9)
		-------------	-------------	------------	---------------
	At 31 December 2024	785	2,031	2,337	5,153
		-------------	-------------	------------	---------------
	At 1 January 2025	785	2,031	2,337	5,153
	Additions	215	-	35	250
		-------------	-------------	------------	---------------
	At 31 December 2025	1,000	2,031	2,372	5,403
		-------------	-------------	------------	---------------
	Accumulated amortisation
	At 1 January 2024	426	-	95	521
	Amortisation	110	-	308	418
	Impairment	91	-	-	91
	Disposals	-	-	(9)	(9)
		-------------	-------------	-------------	---------------
	At 31 December 2024	627	-	394	1,021
		-------------	-------------	-------------	---------------
	At 1 January 2025	627	-	394	1,021
	Amortisation	112	-	306	418
		-------------	-------------	-------------	---------------
	At 31 December 2025	739	-	700	1,439
		-------------	-------------	-------------	---------------
	Net Book Value
	At 31 December 2025	261	2,031	1,672	3,964
		======	=======	======	=======
	At 31 December 2024	158	2,031	1,943	4,132
		======	=======	======	=======
	At 31 December 2023	144	1,635	2,156	3,935
		======	=======	======	=======

Other intangible assets comprise the Discount Dragon brand, Discount Dragon and Nutricircle customer databases, trademarks and other intellectual property.

As at 31 December 2025, the Discount Dragon brand had a carrying value of £1,634,000. Amortisation is charged on the Discount Dragon brand at 10% on a straight-line basis and it has an estimated remaining useful life of between seven and eight years.

Amortisation is charged on all other intangible assets over periods ranging between two and three years on a straight-line basis and they have between one and three years' remaining average useful lives.

Impairment reviews

Goodwill

The Group tests goodwill annually for impairment, or more frequently if there are indications of impairment. In order to perform this test, management is required to compare the carrying value of the relevant cash generating unit ("CGU") with its recoverable amount. The recoverable amount of the CGU is determined from a value in use calculation. It is considered that any reasonably possible changes in the key assumptions would not result in an impairment of the present carrying value of the goodwill. Goodwill on consolidation is split between CGUs as follows:

				2025	2024
				£'000	£'000
	Discount Dragon			1,635	1,635
	Nutricircle			393	393
	Boop Beauty			3	3
				------------	-------------
				2,031	2,031
				======	=======

The recoverable amount of the three CGUs have been assessed based on a review of anticipated performance. In preparing these projections, a discount rate of 15% has been applied to forecast earnings for 2026 and 2027 followed by 2% annual growth in the years 2028-2030 and a terminal value. Revenue was forecasted to increase 39% year-on-year in the periods 2026 and 2027. This analysis produced headroom of £1.4m above the carrying value of the goodwill. The discount rate applied is estimated to be an approximation of Company's weighted average cost of capital.

The forecasts were then subjected to sensitivity analysis. The following sensitivities when considered in isolation resulted in elimination of the headroom:

·  Increasing the discount rate by 3.5%.

·  Reducing revenue by 4.6%.

·  Reducing gross profit margin by 0.6%.

The Group's assessment of impairment requires judgement and uncertainties are inherent. In the event that the Group's forecasted assumptions are not achieved, impairment of the goodwill may be required.

Other intangible assets

The Group tests other intangible assets annually for impairment, or more frequently if there are indications of impairment. In order to perform this test, management is required to compare the carrying value of the relevant intangible asset with its recoverable amount. The recoverable amount of the intangible is determined from a value in use calculation.

10	SHARE CAPITAL
		2025	2025	2024	2024
	Called up share capital Allotted, called up and fully paid	Shares of 0.040108663 pence each	£'000	Shares of 0.040108663 pence each	£'000
	At beginning of period	321,316,983	129	318,305,143	127
	Shares issued for cash	46,875,000	19	-	-
	Acquisition of subsidiaries	23,369,289	9	3,011,840	2
	At end of period	391,561,272	157	321,316,983	129

11

RESERVES

Full details of movements in reserves are set out in the consolidated statement of changes in equity. The following describes the nature and purpose of each reserve within owners' equity:

Share premium: Amount subscribed for share capital in excess of nominal value.

Foreign exchange reserve: Reserve arising on translation of the Group's overseas subsidiaries.

Merger reserve: Premium above the nominal value of shares issued for equity consideration.

Capital redemption reserve: Nominal value of the Company's own shares purchased and cancelled.

Equity reserve: Deferred equity consideration yet to be issued in respect of acquisitions.

Non-controlling interest: the value of subsidiaries' equity not owned by the parent company.

Retained earnings: Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

12	POST BALANCE SHEET EVENTS

On 6 February 2026, the Company announced a proposed share subscription at a price of 1.75 pence per ordinary share, alongside a debt facility of up to £600,000 to strengthen the Group's stock and working capital position. The debt facility was entered into with Martin Higginson, Executive Chairman, who committed £300,000, and two other private individuals who committed £300,000 in aggregate. The facility carries interest at 15% per annum over a two-year term and is secured by a debenture over the Company.

On 10 February 2026, the Company confirmed that it had raised gross proceeds of approximately £740,000 through the subscription and a retail offer via the WRAP platform. On the same date, the Company announced that it had drawn down £525,000 from the above debt facility, £262,500 of which being drawn down from Martin Higginson's debt facility. On 12 February 2026, 37,165,873 new ordinary shares were issued at 1.75 pence per share under the Directors' existing authorities. On 12 March 2026, the Company issued a further 5,328,572 new ordinary shares at a price of 1.75 pence per share following approval by shareholders at a general meeting of the Company held on 11 March 2026.

On 2 April 2026, the Company announced its intention to consolidate the Discount Dragon, Nutricircle and Boop Beauty websites into a single e-commerce platform under a new brand, "Peeko". The Directors expect the consolidation to deliver annualised cost savings in excess of £500,000.

Also on 2 April 2026, the Company announced that Michael Ashley and Paul Simpson had resigned from the Board.

---

[1] Adjusted EBITDA is a non-GAAP metric and is stated before depreciation, amortisation, impairment and one-off costs.

[2] FY2024 comparatives restated for the discontinuation of the Let's Explore business.

 

END