Full Year Results and Trading Update

Sosandar PLC

14 July 2026

 

14 July 2026

Sosandar plc

('Sosandar' or 'the Company')

FY26 Full Year Results and Trading Update

Strong growth in revenue and margins driving improved profitability

Sosandar plc (AIM: SOS), the women's fashion brand, creating quality, trend-led products for women of all ages, is pleased to announce its results for the year ended 31 March 2026 ('FY26' or 'the Period').

Financial Highlights:

·	Revenue growth of 14% year-on-year to £42.3m (FY25: £37.1m)
·	Gross margin increased to 64.0% (FY25: 62.1%), reflecting the continued focus on margin improvement
·	Adjusted profit before tax [1] increased to £0.4m (FY25: £0.2m), in line with market expectations
·	Underlying business delivered adjusted profit before tax[1] of £1.3m, excluding the impact of own stores which continues to weigh on profitability until they mature (£0.9m loss)
·	Strong net cash of £8.4m (£7.7m as at 30 September 2025), after returning £1.8m to shareholders through share buybacks in the Period

Operational and Strategic Highlights:

·	Strong own website performance, up 24% year-on-year, driven by higher site traffic, improved conversion rates, and increased order volumes from both new and existing customers
·	Increased marketing investment at strong ROI was a key driver of the Company's return to growth
·	Sosandar remains one of the top-selling brands across all third-party partners, including NEXT, delivering robust trading during the period and extending the brand's reach
·	Trading with M&S gradually resumed following the cyber incident and stock intake has returned to expected levels
·	Store estate continues to mature, with a positive uplift in performance as locations moved into their second year of trading, though still weighing on profitability until they reach maturity

Q1 Trading Highlights (Q1 FY27) - Trading in line with expectations:

·	Net revenue of £11.6m, a 22% increase versus the prior year (Q1 FY26: £9.5m), which was a period where minimal sales were made through M&S due to their cyber incident
·	Own website revenue increased 7% versus the prior year, with continued momentum across all KPIs. This expected moderation versus the full year comparator reflects the prior year being the first period of trading in which there was a return to revenue growth as customers became accustomed to paying full price and a return to investment in marketing
·	Continued improvement in gross margin to 65.2%
·	Q1 FY27 has continued to be cash generative, with the net cash position standing at £8.9m as at 30 June 2026, up from £8.4m at Period end, after returning a further £0.5m to shareholders through share buybacks
·	Trading with third-party partners continues to be strong, including M&S, with all partners trading ahead of the prior year
·	Maturing store estate continues to see improvement in trading, up 10% versus the prior year as a whole
·	Bath store has been assigned to another retailer for the remaining term of the lease, enabling the Company to exit a loss making store

Ali Hall and Julie Lavington, Co-CEOs commented:

"We set out at the start of the year to demonstrate that we could return to strong revenue growth while maintaining margins and improving profitability, and we have delivered on all three. This strong performance is testament to the strategic decisions we have made over the past two years, asking customers to return to full-price shopping and becoming a multi-channel retailer.

Our distinctive Sosandar aesthetic - sexy and chic, flattering and wearable - continues to deliver for our customers. This year we have seen strong sales in all categories, in particular trousers, jackets, jeans and tops reflecting increased customer demand for separates.

Q1 FY27 has started well,  with continued growth across our own channels, supported by a strong performance with our third-party partners. The momentum we have taken into the new financial year is pleasing, and we remain on track to deliver full year market expectations.

With a scalable operating model, a loyal customer base, and clear operating leverage as we grow, we have never been more confident in the long-term opportunity for Sosandar. "

[1] Adjusted profit before tax excludes the effect of year specific transactions that are either one-off in nature and / or unreflective of the underlying trading performance of the Company which includes impairment of non-financial assets in FY26 and warehouse transition costs in FY25

Presentations

The Company is hosting a webinar for retail investors at 9.00am today. If you would like to attend, please register via https://engageinvestor.news/SOS_FY26.

 Enquiries

Sosandar plc	www.sosandar.com
Julie Lavington / Ali Hall, Joint CEOs	c/o Alma PR
Steve Dilks, CFO
Strand Hanson (Nominated Adviser)	[phone]
Christopher Raggett / Imogen Ellis
Zeus Capital Limited (Broker)	[phone]
Jordan Warburton / James Edis / Simon Johnson
Alma Strategic Communications	[phone]
Sam Modlin / Rebecca Sanders-Hewett	[e-mail]

About Sosandar plc

Sosandar is a women's fashion brand in the UK targeting style conscious women who have graduated from lower quality, price-led alternatives. The Company offers this underserved audience fashion-forward, affordable, quality clothing to make them feel sexy, feminine, and chic. The business sells predominantly own-label exclusive product designed and tested in-house.

Sosandar's product range is diverse, providing its customers with an array of choice for all occasions across all women's fashion categories. The company sells through Sosandar.com and its own stores, and has a number of high value brand partnerships including with NEXT, M&S and John Lewis.

Sosandar's success has been built on an exceptional product range, seamless customer experience and impactful, lifestyle marketing, all of which is underpinned by combining innovation with data analysis. Our growth strategy is focused on continuing to grow brand awareness and expand our addressable market and routes to market, reaching customers wherever they wish to shop. This is achieved both through direct to consumer channels and through chosen third-party partners.  

Sosandar was founded in 2016 and listed on AIM in 2017. More information is available at www.sosandar-ir.com

CHAIRMAN'S STATEMENT

I'm delighted to report on a year of strong progress for Sosandar, which marks a further step forward in the delivery of our strategy and is testament to the strength of the foundations we have built. Having deliberately reset the business three years ago - prioritising margin quality, profitability and cash generation over short‑term volume - FY26 demonstrates that this disciplined approach is now delivering profitable growth alongside increased financial resilience.

During the year, the Group delivered total revenue of £42.3 million, an increase of 14% year‑on‑year, while maintaining a clear focus on margin enhancement and profitability. Gross margin increased to 64.0%, reflecting continued improvement in intake margins and a sustained move away from discount‑led trading. We delivered adjusted profit before tax of £0.4 million, in line with market expectations and a further improvement on the prior year.

Our own website, which remains central to the Sosandar brand, continued to perform strongly, with revenue growth of 24% year‑on‑year. This performance was driven by increased traffic, improved conversion and higher order volumes from both new and returning customers, highlighting the ongoing appeal of our product proposition and the effectiveness of our marketing strategy. Demand remained strong across all categories, demonstrating our ability to translate trends into a distinctive Sosandar aesthetic that resonates with customers.

Sosandar is now firmly established as a multi‑channel retailer, with products sold through our own website, through highly reputable third-party partners and our store estate. Trading through partners such as NEXT remained robust, with Sosandar continuing to perform as one of the top‑selling brands across these platforms, providing valuable reach and complementary exposure alongside our direct‑to‑consumer channel. Our stores are now all in their second year of trading, with performance strengthening across the portfolio.

The year also highlighted the benefits of our diversified channel mix. Following the cyber incident at M&S, trading through this partner was temporarily disrupted, however the strength of our own‑site performance and other third-party partners ensured the business remained resilient throughout this period. Activity has since normalised and stock intake has returned to pre-incident levels.

Sosandar ended the year with net cash of £8.4 million, even after returning £1.8 million to shareholders through share buybacks. The Board remains committed to disciplined capital allocation. The decision to undertake buybacks reflects our confidence in the long‑term prospects of the business and the strength of the balance sheet.

At the heart of Sosandar's success is our product: high‑quality, versatile, head‑to‑toe outfitting at a compelling mid‑market price point. This is delivered by a talented and dedicated team across the business, whose commitment and creativity continue to underpin our progress. I would like to thank all our colleagues for their contribution over the year.

The Board remains confident in Sosandar's strategy and long‑term opportunity. The delivery achieved in FY26, combining revenue growth, sustained margins and a robust cash position, supports our belief that the foundations are firmly in place to deliver sustainable, profitable and cash‑generative growth over the medium to long term. Our priorities remain clear: to deliver profitable growth through the performance of our own site, supplemented by other channels that drive more customers to the Sosandar brand.

On behalf of the Board, I would like to thank our shareholders for their continued support.

Nicholas Mustoe
Chairman

9 July 2026

CO-CEO'S STATEMENT

FY26 has been an important year for Sosandar. It is the year in which we have clearly and consistently demonstrated that the strategic decisions we made to prioritise margin quality, profitability and cash generation while repositioning the brand as a full‑price, multi‑channel retailer were the right ones.

Over the last 18 - 24 months, we asked customers to change their shopping behaviour: to stop waiting for the next promotion and to return to a more "normalised" way of shopping with us. That was a deliberate choice, and it required patience and discipline. The result is that FY26 delivered what we expected: a return to strong revenue growth, achieved alongside sustained margins and improving profitability - proving we can do all three at the same time.

Strategic focus delivering strong financial performance

The Group delivered revenue of £42.3m, up 14% year‑on‑year, driven by a particularly strong performance on our own website, where revenue increased 24% year‑on‑year. This was supported by higher traffic, improved conversion and increased order volumes from both new and existing customers. Our focus on margin also delivered, with gross margin further increasing to 64.0% (FY25: 62.1%).

This stronger mix of growth and margin delivered a meaningful step forward in underlying profitability, with adjusted profit before tax of £0.4m (2025: £0.2m), in line with market expectations. Adjusted profit before tax includes the impact of the store estate (store estate loss of £0.9m) which as expected continues to weigh on profitability until they mature. Refer to the Financial Review 7 for further detail.

Importantly, the business remained cash generative and ended the year with net cash of £8.4m, even after returning £1.8m to shareholders through share buybacks.

The Sosandar brand: built on quality of product with a distinctive style and customer loyalty

Sosandar has always been a 'brand' first. Our customers come to us because they recognise our distinctive Sosandar aesthetic - sexy and chic, flattering and wearable - and because our products consistently deliver quality at a mid‑market price point.

We also believe our brand stands out in the sector because of how we interact with our customers: we present fashion through an upbeat, real‑life lens - imagery that reflects confidence. This tone is not superficial; it contributes to loyalty and engagement over time, helping customers feel connected to the brand as well as the product.

Sosandar continues to perform strongly across all categories, from occasion wear to casualwear, reflecting our ability to translate trends into our signature aesthetic and meet customers' needs across multiple moments and occasions.

Refined and predictable marketing strategy driving customer loyalty

A key driver of our return to growth, alongside the strength of the product offering, has been the success of Sosandar's marketing activity.

Our marketing strategy is differentiated by its tight alignment to product, brand and customer insight, rather than volume‑led customer acquisition. We focus on reaching a clearly defined audience, style‑conscious women looking for quality, wearable fashion through distinctive, lifestyle‑led content. This approach, combined with disciplined, data‑driven targeting, enables us to attract higher‑quality customers with stronger lifetime value rather than purely driving traffic. A key differentiator is our continued use of curated print brochures, which have proven highly effective in both engaging existing customers and attracting new ones, reinforcing brand identity.

Importantly, our physical stores and curated third‑party partnerships also act as powerful brand‑building and discovery channels, introducing Sosandar to new customers in a considered way that reinforces brand credibility. This integrated model which spans digital, print, stores and partners, creates a more premium and consistent customer journey, supporting new customer acquisition and long‑term engagement without reliance on heavy promotional activity.

We have seen new and existing customers shop more frequently now that they are accustomed to paying full price. As customers adjusted to fewer discounts, we worked to re‑ignite lapsed shoppers

and increase the frequency and breadth of purchase among returning customers, as well as increasing marketing spend in a measured way to attract new customers to the brand.

Multi‑channel growth: own site at the core, with powerful partner reach

Sosandar's own website remains the cornerstone of the brand and our flagship destination, where customers can engage with the full Sosandar lifestyle and product range. FY26's performance demonstrates the strength of this channel, with own‑site revenue up 24% year‑on‑year.

Alongside our own site, our third‑party partner model continues to deliver reach, credibility and incremental demand, with Sosandar remaining one of the top‑selling brands across key partners including NEXT. As expected, trading with M&S has gradually resumed following their cyber incident, with stock intake now back to pre-incident levels.

This combination of strong direct-to-consumer performance at attractive margins, supported by high‑quality partner distribution, is the heart of our growth strategy. As we have said consistently, we are building a brand with multiple routes to market, anchored in product relevance and customer loyalty.

Our store estate continued to mature during FY26, with a positive uplift in performance as locations moved into their second year of trading. We have also reinforced an important learning: market town locations are performing most strongly, while shopping centre locations take longer to mature.

We view stores as an important part of our multi‑channel model, both as a brand showcase and as a way to introduce Sosandar to new customers. However, we remain clear on the economics. As expected, stores continue to weigh on profitability until they mature. Our priority is therefore to drive profitability in every location before considering further openings. In line with this approach, we do not currently anticipate any further new store openings in the FY27 financial year.

Our licensing agreement with NEXT is still in a nascent stage however we have seen strong sales in categories such as home fragrance and rugs, which are more conducive to impulse purchases rather than big ticket items such as sofas and furniture. Our partners are still learning what types of products resonate with customers and it is important to note that there is no capital expenditure required from Sosandar in producing the products, so there is little risk to the venture.

Building a model with meaningful operating leverage

As Sosandar scales, the economics of the model become increasingly attractive. Over recent years we have built a capable team and the core operating infrastructure needed to support our business. With revenue growing, we believe there is meaningful opportunity for profit to grow faster than revenue over time, because much of the cost base required to operate the business is already in place and does not need to rise in line with sales.

In practice, this means we can grow by doing more of what we already do well: designing great product, marketing it intelligently, and selling it across our channels without needing proportionate increases in headcount, content creation or fixed infrastructure. 

Well placed to continue delivering profitable growth

Looking ahead, we have entered FY27 with positive momentum and trading since the year end has been in line with expectations. In the first quarter, net revenue increased by 22% to £11.6m, reflecting continued strong performance across the business. We have continued to make progress on margin, with gross margin increasing further to 65.2%, underlining the strength of our product proposition and the benefits of the disciplined approach we have taken over the last two years.

Own-site revenue grew by 7%, with continued progress across our key customer and trading metrics. While this represents a moderation against the exceptional growth delivered in FY26, this was anticipated given the prior year comparator marked the first period of renewed growth following the strategic decision around pricing, promotions and marketing investment. Trading across our third-party partners remains strong, with all major partners performing ahead of the prior year, including M&S following the return to normal trading conditions.

We continue to prove out the thesis that we expected when we started the journey of improving margin and profitability, we have never been more confident in the long‑term opportunity for Sosandar. Our priorities remain focused on growing the core online and partner business at attractive margins; continue to deliver product that resonates with our broad customer demographic; and maintaining disciplined capital allocation while retaining flexibility to invest behind the brand.

FINANCIAL REVIEW

KPIs

	Year ended 31 March 2026 £'m	Year ended 31 March 2025 £'m	Change
Revenue	£42.3	£37.1	14%
Gross Profit	£27.0	£23.1	17%
Gross Margin	64.0%	62.1%	186 bps
Adjusted Administrative Expenses1	£26.6	£22.9	16%
Adjusted Profit before tax1	£0.4	£0.2	142%
Statutory Profit / (Loss) before tax2	Nil	(£0.1)	N/A
EBITDA3	£2.1	£1.0	105%

¹ Adjusted figures excludes the effect of year specific transactions that are either one-off in nature and / or unreflective of the underlying trading performance of the Group which includes impairment of non-financial assets in FY26 and warehouse transition costs in FY25. More details are provided in note 3.

² Statutory profit before tax for the year ended 31 March 2026 was £31k.

³ EBITDA is calculated as profit/(loss) before tax, adjusted for finance income/costs, depreciation, amortisation, share based payments and impairment.

Sosandar.com KPIs

	Year ended 31 March 2026	Year ended 31 March 2025	Change
Sessions	15,074,564	13,584,784	11%
Conversion rate	2.68%	2.42%	26bps
Number of orders	404,614	328,574	23%
AOV1	£109	£114	-4%
Active customers2	204,492	177,201	15%
Average Order Frequency3	1.98	1.85	7%

¹ Average Order Value is calculated on own site sales only, inclusive of shipping charges and VAT

² Active customers is the number of individual customers who purchased from Sosandar.com in the last 12 months

³ Average Order Frequency is the total number of orders in the last 12 months divided by the number of active customers

Our focus for FY26 was to deliver a year of growth in revenue, particularly on our own website, further increase gross margin and improve our profitability. We have delivered against these objectives, in spite of the significant impact of losing revenue through M&S following their cyber incident in April 2025, at the beginning of our financial year. Our performance is therefore extra pleasing, and gives us confidence that FY27 will be similarly strong with a full and normalised year through M&S. Profit has been impacted by physical stores, which are currently weighing on PBT, although revenue is lifting as each location moves into the second year of trading.

We have also been cash generative in the year and have purchased £1.8m of shares at an average price of 7.17p, equating to 10% of the total issued share capital. 24.8m shares are held in treasury at 31 March 2026 and further approval was granted on 1^st April 2026 to make further purchases up to a maximum of 22.4m shares.

We are in a strong financial position to deliver sustained growth in revenue and profit, following the strengthening of our foundations over the previous couple of years.

Income Statement

Revenue +14% to £42.3m

The Group recognised revenue for the year of £42.3m, representing an increase of 14% compared with the previous financial year (£37.1m). Revenue through our own channels (own website and stores) was £21.5m which is 31% up year on year. Third-party revenue was flat in the year, although this is materially affected by the cyber incident at M&S.

Returning to growth on our own website was the number one objective following the strategic decision to reduce the level of promotional activity which commenced two years ago. As our customers have become used to the new norm, we have seen growth in orders from both new and repeat customers, with KPIs showing growth. Importantly, the growth in revenue has been delivered with substantially higher gross margin, which has resulted in the gross margin for the Group improving by over 600bps in just two years (FY24 57.6%). Active customers increased by 15% and the Average

Order Frequency increased by 7% which also reflects the increased investment in marketing, which is paying back on first order as a result of the gross margin being so much higher than in the past.

As we end the financial year, all of our retail stores have now been open and trading for more than one year. It is really pleasing that we are seeing an uplift in revenue year on year as each store matures and more new customers are being introduced to the Sosandar brand as a result of the stores existing. However, the store estate is weighing on profitability, impacting PBT by £0.9m in the financial year. Stores in market town locations are performing most strongly, with shopping centre locations taking longer to mature. It is these shopping centre locations that are having the largest impact on profitability and is why we do not anticipate further openings in the near term, until we see locations move to break even and into profitability.

Revenue through our third-party channels was maintained at £20.8m (FY25: £20.7m), being heavily impacted by the cyber incident at M&S. We had zero revenue for a period of 11 weeks from late April to early July. Following the M&S website becoming active again, trading was at a reduced level due to the restrictions on how much stock could be ingested into their warehouse. As a result, the impact of reduced revenue was experienced for the entirety of the Autumn / Winter season with stock levels only returning to normalised levels in February 2026 in the lead up to the Spring / Summer season 2026.  

Trading through our other third-party partners has been strong in FY26, as we continue to be one of the top selling brands in each of them, including NEXT who continue to be our largest partner. 

Gross Margin +186 bps to 64.0%

The strategic focus on improving gross margin has resulted in a further step up in the year, increasing to 64.0% (FY25: 62.1%). Following the reduction in price promotional activity on our own website, the gross margin has now increased in two years by over 600 bps (FY24: 57.6%).

The primary reason for the increase in gross margin is the trading strategy on our own website.    Additionally, intake margins have improved, in part reflecting the strengthening of Sterling against the US Dollar, leading to lower landed costs for stock. We have also reduced slightly the number of stock suppliers that we work with, leading to larger volumes being concentrated with each supplier resulting in improved prices being agreed.

Adjusted Administrative Expenses +16% to £26.6m

Adjusted administrative expenses (excluding the effect of year specific items) increased by 16% to £26.6m (FY25: £22.9m) compared to a 14% increase in revenue. 

Administrative expenses as a percentage of revenue increased marginally to 63% (FY25: 62%), which reflects spend increasing in order to drive growth in revenue coupled with a full year of costs for all 6 retail stores.

Following a year of low spend in FY25 (£1.1m), we have increased the investment in marketing which has delivered an excellent result with own website revenue growing by 24%. Marketing spend in FY26 was £2.4m which is mostly allocated to social channels, notably Meta and Google, coupled with the reintroduction of consumer brochures. In the year, three brochures were sent, one in Spring and two in Autumn. The objective of our marketing activity is to recruit new customers to Sosandar, and to engage with existing customers, encouraging them to purchase more frequently throughout the year.  Increasing the spend is anticipated in FY27 and beyond with the quantum being the result of continued discipline, ensuring that the Cost Per Acquisition and Cost Per Order are maintained at a level which results in the pay back that we expect.

The cost of physical retail stores including fit out depreciation was £2.4m in FY26 (FY25: £1.2m) which reflects the first full year of trading for all six stores. 

The cost of fulfilment which includes warehousing and customer order delivery costs increased by 10% to £4.1m (FY25: £3.8m). This increase reflects the increase in throughput as the revenue was higher. Importantly, this cost as a percentage of revenue reduced from 10.2% to 9.8% reflecting economies of scale and efficiency benefits being delivered by our new warehouse provider, Torque Logistics. We moved to Torque in February 2025, so FY26 is the first full year where they have supported us. They have performed well, meeting all agreed KPIs ensuring our customers receive their orders quickly and processing stock receipts in a timely manner. Cost benefit has been realised following the warehouse move, with improved KPIs and lower delivery costs.

Other administrative costs increased by 5% to £17.6m (FY25: £16.9m). Overall, costs have been well controlled with focus being to spend in areas that will drive growth in revenue, specifically marketing.   The increase in other administrative costs is predominantly due to two factors: foreign exchange losses and share based payments. A loss on foreign exchange is due to rates on forward contracts between GBP and USD being below the rate on the date USD stock invoices are paid. The total loss in the year was £0.3m (FY25: Nil). Additionally, the surrender and issuing of new share options resulted in an incremental cost to FY26 amounting to £0.2m more than in FY25.

Store Impairment £0.3m

During the year, a non-cash impairment charge of £0.3m has been recognised relating to tangible fixed assets and the notional right of use assets created as a result of the application of the IFRS 16 accounting standard.  The impairment is excluded from the Adjusted PBT as it is not reflective of the underlying trading performance of the Group.  More details are provided in note 11.

Statement of Financial Position

The statement of financial position has been strengthened in the year and remains robust. As at 31 March 2026, the Group had net assets of £16.9m (FY25: £17.9m) and a net current asset position of £13.9m (FY25: £14.5m).

In September, approval was granted at a General Meeting allowing for the cancellation of the Company's share premium account in order to create distributable reserves. This was a preliminary step in order to provide the distributable reserves required to have the ability and flexibility to return value to Shareholders. Additionally, further approval was granted allowing the Company to make purchases of ordinary shares in the capital of the Company up to a maximum of 10% of the Company's issued share capital. Subsequently, the full 10% authority has been utilised, with 24,822,651 shares being held in treasury at 31 March 2026, costing a total of £1.8m. Post the end of the financial year, a further approval was granted to allow for another 10% to be purchased.

After spending £1.8m on the share buyback, the cash balance at 31 March 2026 was £8.4m (FY25: £7.3m). There remains no bank indebtedness. Strong trading coupled with reducing inventory during the year are the primary reasons for the strengthened cash balance. Additionally, there was substantially lower CAPEX outlay in FY26, following the opening of the retail store estate in FY25 (£1.7m).

Inventory, net of provisions reduced in the year, from £11.1m in FY25 to £10.0m in FY26. The reported inventory balance includes stock on hand at the main warehouse, at our stores and at third-party concession partners, stock in transit and the right to return asset which covers post year end returns. Following the strategic change of reducing price promotional activity on our own website and the subsequent reduction in revenue in FY25, carry over stock was higher entering into FY26. Strong sell through in FY26 was achieved from carry over and newly purchased stock, resulting in closing inventory being lower year on year. Whilst the lower level of inventory did not have a material effect on revenue, we do expect inventory levels to rise by a greater percentage than revenue in FY27 in order to rebuild the level of carry over stock.

Within inventory, the right to return stock, covering the post year end returns, was maintained at £0.6m (FY25: £0.6m).

Trade and other payables increased marginally to £7.2m (FY25: £7.1m). Whilst there is nothing of note to report, it is worth highlighting that payments continue to be made in full and on time and there has been no change in the average payment terms for stock in the year.

Trade and other receivables decreased to £3.5m (FY25: £3.8m) which includes amounts owing from concession and wholesale customers. The reduction reflects the timing of payments from concession partners which were just after year end last year, whereas this year they are before. No change to payment terms were made during the year and the vast majority of payments continue to be received on time and in full.

Non-current assets decreased to £5.7m (FY25: £6.8m), which includes the right of use asset (FY26: £3.1m vs FY25: £4.1m) which largely relates to the six retail stores opened in FY25. 

Investment in fixed assets and intangibles has been much lower in FY26 following the CAPEX outlay in FY25 relating to the stores being opened. Additionally, investment in the Enterprise Resource Planning (ERP) project is ongoing. Stage 1 went live in March 2025 and stage 2 will go live in FY27. Stage 1 covers all stock flows and integrations between our various systems. Stage 2 covers all finance elements with the cost incurred in FY26 being £0.1m.

Cashflow

The Group had a net cash position as at 31 March 2026 of £8.4m (FY25: £7.3m). As highlighted already, the Group's cash position improved during the year, even after the £1.8m incurred buying back shares.

The cash balance is healthy, with the forecast for FY27 to be cash generative, reflecting continued growth in revenue and EBITDA.

CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

For the Year ended 31 March 2026

	Year ended 31 March 2026					Restated1 Year ended 31 March 2025
		Result before store impairment	Store impairment	Total		Result before warehouse transition	Warehouse transition	Total
	Notes	£'000	£'000	£'000		£'000	£'000	£'000
Revenue	4	42,278	-	42,278		37,132	-	37,132
Cost of sales		(15,232)	-	(15,232)		(14,067)	-	(14,067)
Gross profit		27,046	-	27,046		23,065	-	23,065
Administrative expenses		(26,618)	(346)	(26,964)		(22,884)	(223)	(23,107)
Operating profit/(loss)		428	(346)	82		181	(223)	(42)
Finance income		161	-	161		109	-	109
Finance costs	6	(212)	-	(212)		(134)	-	(134)
Profit/(loss) before taxation		377	(346)	31		156	(223)	(67)
Income tax credit/ (expense)	8	324	-	324		(477)	-	(477)
Profit/(loss) for the year		701	(346)	355		(321)	(223)	(544)
Other comprehensive income		-	-	-		-	-	-
Total comprehensive profit/(loss) for the year		701	(346)	355		(321)	(223)	(544)
Earnings/(loss) per share (pence):
Basic	9			0.14				(0.21)
Diluted	9			0.14				(0.21)

¹The prior year loss per share (pence) has been restated from (0.22) to (0.21). Refer to note 9 for further details.

The Directors assess the underlying performance of the Group based on Adjusted Profit Before Tax which is £0.4m (FY25 £0.2m). This measure reflects the underlying trading performance of the Group and excludes the effect of transactions that are year specific including impairment of right of use and tangible assets relating to retail stores. Please see note 3 for detailed reconciliations of the alternative performance measures.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

			As at 31 March	As at 31 March
			2026	2025
	Notes		£'000	£'000
Assets
Non-current assets
Intangible assets	10		853	747
Property, plant and equipment	11		4,376	5,876
Deferred income tax asset		8	452	128
Total non-current assets			5,681	6,751
Current assets
Inventories	13		9,977	11,090
Trade and other receivables	15		3,452	3,835
Cash and cash equivalents	16		8,397	7,284
Total current assets			21,826	22,209
Total assets			27,507	28,960
Equity and liabilities
Equity
Share capital	17		248	248
Share premium	17		-	52,619
Capital Reserves			4,648	4,648
Other reserves			2,191	1,753
Treasury Shares	17		(1,788)	-
Reverse acquisition reserve			(19,596)	(19,596)
Retained earnings			31,234	(21,740)
Total equity			16,937	17,932
Current liabilities
Trade and other payables	19		7,241	7,096
Lease liability	20		643	571
Total current liabilities			7,884	7,667
Non current liabilities
Lease liability	20		2,686	3,361
Total non current liabilities			2,686	3,361
Total liabilities			10,570	11,028
Total equity and liabilities			27,507	28,960

The financial statements were approved and authorised for issue by the Board of Directors on 9 July 2026 and were signed on its behalf by:

Stephen Dilks                                                                                                   

Director                                                                                                               

Company Number: 05379931

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2026

		Year ended 31 March	Year ended 31 March
		2026	2025
	Notes	£'000	£'000
Cash flows from operating activities
Group profit/(loss) before tax		31	(67)
Adjustments for:
Share based payments	18	438	268
Depreciation and amortisation	10, 11	1,237	802
Impairment	11	346	-
Finance costs	6	212	134
Finance income		(161)	(109)
Disposal of intangibles		-	3
Disposal of tangibles		-	7
Working capital adjustments:
Change in inventories		1,113	(170)
Change in trade and other receivables		383	(1,067)
Change in trade and other payables		164	2,020
Net cash flow from operating activities		3,763	1,821
Cash flow from investing activities
Purchase of property, plant and equipment	11	(23)	(1,717)
Purchase of intangibles	10	(196)	(424)
Initial direct costs on right of use asset		-	(463)
Bank interest paid	6	(1)	(1)
Net cash flow from investing activities		(220)	(2,605)
Cash flow from financing activities
Finance income		152	109
Payments for treasury shares	17	(1,788)	-
Lease payment	20	(794)	(354)
Net cash flow from financing activities		(2,430)	(245)
Net change in cash and cash equivalents		1,113	(1,029)
Cash and cash equivalents at beginning of year	16	7,284	8,313
Cash and cash equivalents at end of year	16	8,397	7,284

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

		Share capital	Share premium	Treasury shares	Reverse acquisition reserve	Capital redemption   reserve	Retained earnings	Other reserves	Total
	Notes	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 31 March 2024		248	52,619	-	(19,596)	4,648	(21,196)	1,485	18,208
Loss for the year		-	-	-	-	-	(544)	-	(544)
Share-based payments	18	-	-	-	-	-	-	268	268
Balance at 31 March 2025		248	52,619	-	(19,596)	4,648	(21,740)	1,753	17,932
Profit for the year		-	-	-	-	-	355	-	355
Capital reduction1		-	(52,619)	-	-	-	52,619	-	-
Purchase of treasury shares2		-	-	(1,788)	-	-	-	-	(1,788)
Share-based payments	18	-	-	-	-	-	-	438	438
Balance at 31 March 2026		248	-	(1,788)	(19,596)	4,648	31,234	2,191	16,937

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.

Reverse acquisition reserve relates to the effect on equity of the reverse acquisition of Thread 35 Limited.

Capital redemption reserve represents the aggregate nominal value of all the deferred shares repurchased and cancelled by the Company. The reserve is non-distributable.

Retained earnings represent the cumulative loss of the Group attributable to equity shareholders.

Other reserve relates to the charge for share-based payments in accordance with International Financial Reporting Standard 2.

¹ A capital reduction was completed during the financial year following the Court approval on 14 October 25.

² The Company started a share buy-back programme during the year - refer to note 17 for further information.

COMPANY STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 MARCH 2026

		As at 31 March	As at 31 March
		2026	2025
	Notes	£'000	£'000
Assets
Non-current assets
Investments	12	16,349	15,911
Loans to subsidiaries	14	39	87
Total non-current assets		16,388	15,998
Current assets
Trade and other receivables	15	98	557
Loans to subsidiaries	14	63	-
Cash and cash equivalents	16	1,694	4,472
Total current assets		1,855	5,029
Total assets		18,243	21,027
Equity and liabilities
Equity
Share capital	17	248	248
Share premium	17	-	52,619
Other reserves		2,191	1,753
Treasury shares	17	(1,788)	-
Capital redemption reserve		4,648	4,648
Retained earnings		12,805	(39,280)
Total equity		18,104	19,988
Current liabilities
Trade and other payables	19	139	121
Total current liabilities		139	121
Non-current liabilities
Loans to subsidiaries	14	-	918
Total non-current liabilities		-	918
Total liabilities		139	1,039
Total equity and liabilities		18,243	21,027

In accordance with the provisions of the Companies Act 2006, the Company has not presented a statement of profit or loss and other comprehensive income. The Company's loss for the year was £534k (2025: £7,545k profit).

The financial statements were approved and authorised for issue by the Board of Directors on 9 July 2026 and were signed on its behalf by:

Stephen Dilks                                                                                                   

Director                                                                                                               

Company Number: 05379931

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2026

		Year ended 31 March	Year ended 31 March
		2026	2025
	Notes	£'000	£'000
Cash flows from operating activities
(Loss)/profit before tax		(534)	7,545
Adjustments for:
Impairment of investment		-	19,771
Intercompany loan (reinstatement)/provision		48	(26,672)
Finance income		(79)	(1,128)
Working capital adjustments:
Change in trade and other receivables		458	(549)
Change in trade and other payables		(897)	60
Net cash flow from operating activities		(1,004)	(973)
Cash flow from investing activities
Loans to subsidiaries		(63)	(217)
Net cash flow from investing activities		(63)	(217)
Cash flow from financing activities
Finance income		77	1,128
Payments for treasury shares		(1,788)	-
Net cash flow from financing activities		(1,711)	1,128
Net change in cash and cash equivalents		(2,778)	(62)
Cash and cash equivalents at beginning of year	16	4,472	4,534
Cash and cash equivalents at end of year	16	1,694	4,472

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2026

		Share capital		Share premium	Treasury shares	Other reserves	Capital redemption   reserve	Retained earnings	Total
	Notes		£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 31 March 2024			248	52,619	-	1,485	4,648	(46,825)	12,175
Profit for the year			-	-	-	-	-	7,545	7,545
Share-based payments	18		-	-	-	268	-	-	268
Balance at 31 March 2025			248	52,619	-	1,753	4,648	(39,280)	19,988
Loss for the year			-	-	-	-	-	(534)	(534)
Capital reduction1			-	(52,619)	-	-	-	52,619	-
Purchase of treasury shares2	17		-	-	(1,788)	-	-	-	(1,788)
Share-based payments	18		-	-	-	438	-	-	438
Balance at 31 March 2026			248	-	(1,788)	2,191	4,648	12,805	18,104

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.

Other reserves relate to the charge for share-based payments in accordance with International Financial Reporting Standard 2. The cumulative share-based payment expense recognised in the consolidated statement of comprehensive income is £438k. The cumulative share payment expense recognised in the parent company statement of comprehensive income is nil (2025: nil).

Retained earnings represent the cumulative loss of the Company attributable to the equity shareholders.

Capital redemption reserve represents the aggregate nominal value of all the deferred shares repurchased and cancelled by the Company. The reserve is non-distributable.

¹ A capital reduction was completed during the financial year following the Court approval on 14 October 25.

² The Company started a share buy-back programme during the year - refer to note 17 for further information.

Notes to the consolidated AND COMPANY financial statements

For the year ended 31 march 2026

1 General information

Sosandar Plc (the 'Company') is a public company limited by shares incorporated in England and Wales. Details of the registered office, the officers and advisers to the Company are presented on the Company Information page at the end of this report. The Company is listed on the AIM market of the London Stock Exchange (ticker: SOS).

The principal activity of the Group in the year under review was that of a clothing manufacturer and distributor via internet and mail order as well as retail stores.

The principal activity of the Company is that of a holding company.

2 Significant accounting policies

Basis of preparation

The consolidated financial statements consolidate those of the Company and its subsidiaries (together the 'Group' or 'Sosandar'). The consolidated financial statements of the Group and the individual financial statements of the Company are prepared in accordance with applicable UK law and UK adopted international accounting standards (IFRSs) and as applied in accordance with the provisions of the Companies Act 2006. The Directors consider that the financial information presented in these Financial Statements represents fairly the financial position, operations and cash flows for the year, in conformity with IFRS.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in Chairman's Statement. The financial position of the Group, its cash flows and liquidity position are described in the financial statements and associated notes. In addition, note 22 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

In order to assess the going concern of the Group, the directors have reviewed the Group's bank balances, cash flows, the annual budgets and forecasts, including assumptions concerning revenue growth, marketing spend, expenditure commitments and capital requirements with regards to their impact on cash flow. These cash flow and profit and loss forecasts show the Group expect an increase in revenue based on the assumptions set out in note 12 of the financial statements. This results in their being sufficient surplus headroom to deliver the forecasts. Management continue to monitor costs and manage cashflows against these forecasts including when sensitising for a drop in revenue.

At 31 March 2026, the Group had a cash balance of £8.4m and is therefore in a strong position, with sufficient working capital to take advantage of opportunities in FY27 and beyond. This substantiates the view that the Group is a going concern.

The directors continue to monitor the Group's going concern basis against the backdrop of both internal and external events. External events are constantly monitored, which over the last twelve months has included relatively high inflation and pressure on household budgets. Whilst at a macro level, this has impacted consumer spending, the Group has not experienced a material downturn in activity. Prioritising cash during the year has been a key priority, with the balance remaining strong   and therefore the directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due for the foreseeable future.

Should the underlying assumptions of the working capital model prove invalid, and the Group be unable to continue as a going concern it may be required to realise its assets and discharge its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded asset amounts or liabilities that may be necessary should the Group and Company be unable to continue as a going concern.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings; all subsidiaries have a reporting date of 31 March.

Subsidiaries are all entities which fall within the definition of control under IFRS 10; an investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.

In November 2017, Sosandar Plc ('Company') acquired the entire issued share capital of Thread 35 Ltd ('legal subsidiary') for a consideration of £6,281,618, satisfied by the issue of shares of £1,603,422 and cash of £4,678,196. 

As the legal subsidiary is reversed into the Company (the legal parent), which originally was a publicly listed cash shell company, this transaction cannot be considered a business combination, as the Company, the accounting acquiree, does not meet the definition of a business under IFRS 3 'Business Combinations'. However, the accounting for such capital transaction should be treated as a share-based payment transaction and therefore accounted for under IFRS 2 'Share-based payment'.

Any difference in the fair value of the shares deemed to have been issued by Thread 35 Ltd (accounting acquirer) and the fair value of Sosandar Plc's (the accounting acquiree) identifiable net assets represents a service received by the accounting acquirer.

Although the consolidated financial information has been issued in the name of Sosandar Plc, the legal parent, it represents in substance continuation of the financial information of the legal subsidiary.

The assets and liabilities of the legal subsidiary are recognised and measured in the Group financial statements at the pre-combination carrying amounts and not restated at fair value.

The retained earnings and other reserves balances recognised in the Group financial statements reflect the retained earnings and other reserves balances of the legal subsidiary immediately before the business combination and the results of the period from 1 April 2017 to the date of the business combination are those of the legal subsidiary only.

The equity structure (share capital and share premium) appearing in the Group financial statements reflects the equity structure of Sosandar Plc, the legal parent. This includes the shares issued in order to affect the business combination.

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The financial

statements are presented in pounds sterling (£), which is the Group's presentation currency and the Company's functional currency.

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·    monetary assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

·    income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

·    all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

Changes in accounting policies and disclosures

The accounting policies adopted are consistent throughout the financial period. Standards and amendments to UK adopted international accounting standards (IFRSs) effective as of 1 April 2023 have been applied by the Group.

Adoption of new and revised standards

During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations, that became effective for the first time.

Standard	Effective date, annual period beginning on or after
Lack of Exchangeability (Amendments to IAS 21)	1 January 2025

Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.

Standards issued but not yet effective:

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Group and which have not been applied in these financial statements, were in issue but were not yet effective.

Standard	Effective date, annual period beginning on or after
Amendments to the Classification and Measurement of Financial Instruments	1 January 2026
Annual Improvements to IFRS Accounting Standards - Volume 11	1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements	1 January 2027

The members are evaluating the impact that these standards have on the financial statements of the Sosandar PLC.

The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented an income statement nor a statement of comprehensive income for the Company alone.

Calculation of share-based payment charges

The charge related to equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date they are granted, using an appropriate valuation model selected according to the terms and conditions of the grant. Judgement is applied in determining the most appropriate valuation model and in determining the inputs to the model. Judgements are also applied in relation to estimations of the number of options which are expected to vest, by reference to historic leaver rates and expected outcomes under relevant performance conditions. Please see note 18.

Where the terms and conditions of the options are modified, the fair value of the options is measured immediately before and after the modification and any increase in the fair value of the options is expensed over the remaining vesting period. In the case where options have already vested, the increase in the fair value of the options is recognised immediately as an expense.

Depreciation of property, plant and equipment and amortisation of other intangible assets

Depreciation and amortisation are provided to write down assets to their residual values over their estimated useful lives. The determination of these residual values and estimated lives, and any change to the residual values or estimated lives, requires the exercise of management judgement. Please see notes 10 and 11.

Revenue recognition

Revenue is recognised at the point where legal title in the goods passes from the Group to the customer. This includes the price paid for the goods as well as any delivery charge where applicable.   Typically, legal title is passed when the goods are despatched from the warehouse and as the invoice is created. It is impractical to recognise on delivery, and the difference due to this timing is immaterial. The point of recognition and the point of return is the same for both direct and third-party sales.

Revenue is reported after making deduction for actual and anticipated returns, relevant vouchers and sales taxes.   

Sales returns in the period are recognised as a deduction to revenue based on expected levels of returns. A provision is made for outstanding returns at the period end. Accumulated experience (including historical returns rates) is used to estimate and provide for such returns. The provision is recorded as a reduction in revenue with a corresponding entry against contract liabilities which is included within trade and other payables. Inventory expected to come back as a result of returns is recorded as a reduction in cost of sales with a corresponding entry to increase inventories.

Revenue is generated on Sosandar's own website, through its own stores and through third-party partners.

Alternative Performance Measures

In reporting financial information, the Group presents an alternative performance measure ('APM') of adjusted profit before tax which is not defined or specified under IFRS. Adjusted profit before tax is used as an APM to show the underlying trading performance of the Group as it eliminates gains or losses that are year specific and are not part of the Group's day to day business operations. This is consistent with how the business performance is planned and reported within internal management reporting and also facilitates year on year comparison. Adjusted profit before tax is calculated by excluding adjusting items from statutory profit before tax. Refer to note 3 for the reconciliation of adjusted profit before tax to statutory profit before tax.

Adjusted Items

Adjusted items are items of income and expenditure which are year specific and material to the current financial year. Adjusted items also include impairment of non-financial assets. These are presented separately in the consolidated income statement, as the Directors believe that this presentation helps to facilitate year on year comparison and is consistent with how the business performance is planned and reported internally.

Intangible assets

Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Costs are capitalised where the expenditure will bring future economic benefit to the company. Intangible assets have finite useful lives.

Amortisation is recognised within administrative expenses in the statement of comprehensive income so as to write off the cost of assets less their residual values over their useful economic lives.

The following annual rates are used:

Website                                                                               20% Straight line

Trademark                                                                          20% Straight line

Software                                                                             33% Straight line

Assets Under Construction will be amortised when the assets are in use.

Any impairment in value, or reversal of an impairment, is recognised within the income statement.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Depreciation on property, plant and equipment is calculated using the straight-line and reducing balance methods to write off their cost over their estimated useful lives at the following annual rates:

Plant and Machinery                                                      15% Straight line              
Computer Equipment                                                    33.33% Straight line        
Fixture and Fittings                                                         20% Straight line              
Office Equipment                                                            20% Straight line
Leasehold Improvements                                             20% Straight line

Right of Use Asset                                                          20% Straight line

Any impairment in value, or reversal of an impairment, is recognised within the income statement.

Equity

Equity instruments issued by the Group are recorded at the value of the proceeds received, net of direct issue costs, allocated between share capital and share premium.

Where the Company purchases its own equity instruments, for example as the result of a share buy-back, the consideration paid, including any directly attributable costs (net of income taxes) is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled.

Inventories

Inventories are valued at the lower of cost and net realisable value, on a weighted average cost basis.  Net realisable value is the estimated selling price in the ordinary course of the business less applicable variable selling expenses. Provisions are made for obsolescence, mark-downs and shrinkage.

Cost of purchase comprises the purchase price including import duties and other taxes, transport and handling costs and other attributable costs, less trade discounts. 

Taxation - Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the same income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group and Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the statement of financial position date.

Pension costs

The Group contributes to a defined contribution scheme for employees. The costs of these contributions are charged to the statement of comprehensive income on an accruals basis as they become payable under the scheme rules.

Investments
Investments in subsidiary companies are stated at cost less any provision for impairment. Investments are accounted for at cost unless there is evidence of a permanent diminution in value, in which case they are written down to their estimated realisable value. Any such provision, together with any realised gains and losses, is included in the statement of comprehensive income.

Impairment of non-financial assets

At each statement of financial position date, the Group reviews the carrying amounts of its non-financial assets including its investment, property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit (CGU) to which the asset belongs. The directors consider an individual retail store to be a CGU. The carrying value represents each CGU's specific assets, as well as the right of use assets, plus an allocation of corporate assets where these assets can be allocated on a reasonable and consistent basis.

Recoverable amount is the higher of fair value less costs to sell and value in use (VIU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.

A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Provisions

Provisions are recognised when the Group and Company have a present obligation as a result of a past event, and it is probable that the Group and Company will be required to settle that obligation.  Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material.

Financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transactions costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.

Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group and Company at the statement of financial position date approximated their fair values, due to the relatively short-term nature of these financial instruments.

Trade payables and other non-derivative financial liabilities  

Trade payables and other creditors are non-interest bearing and are measured at amortised cost.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

Trade and other receivables
Trade and other receivables are recognised initially at transaction price and subsequently measured at their cost when the contractual right to receive cash or other financial assets from another entity is established.

Trade receivables are considered past due when they have passed their contracted due date. Trade receivables are assessed for impairment based upon the expected credit losses model. The Group applies the IFRS 9 Simplified Approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. To measure, expected credit losses on a collective basis are grouped based on similar credit risk and aging.

Financial assets and liabilities

The Group classifies its financial assets at inception as measured at amortised cost. The Group classifies its financial liabilities, other than financial guarantees and loan commitments, as measured

at amortised cost. Management determines the classification of its investments at initial recognition.

A financial asset or financial liability is measured initially at fair value. At inception transaction costs that are directly attributable to its acquisition or issue, for an item not at fair value through profit or loss, are added to the fair value of the financial asset and deducted from the fair value of the financial liability.

Amortised cost measurement

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and maturity amount, minus any reduction for impairment.

Fair value measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. The fair value of assets and liabilities in active markets are based on current bid and offer prices respectively. If the market is not active the group establishes fair value by using appropriate valuation techniques. These

include the use of recent arm's length transactions, reference to other instruments that are substantially the same for which market observable prices exist, net present value and discounted cash flow analysis.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the group has transferred substantially all of the risks and rewards of ownership.

In a transaction in which the group neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and it retains control over the asset, the group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. There have not been any instances where assets have only been partly derecognised. The group derecognises financial liability when its contractual obligations are discharged, cancelled or expire.

Impairment losses from contracts with customers

The Group assesses at each financial position date whether there is objective evidence that a financial asset or group of financial assets is impaired, in line with IFRS 9. All financial instruments are initially measured at fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs. Any measurement of expected credit losses under IFRS 9 reflects an unbiased and probability-weighted amount that is determined by evaluating the range of possible outcomes as well as incorporating the time value of money.

Impairment losses from contracts with customers

The Group considers reasonable and supportable information about past events, current conditions and reasonable and supportable forecasts of future economic conditions when measuring expected credit losses. The amount of loss is recognised in the statement of comprehensive income.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the statement of comprehensive income in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments may be designated as being measured at fair value through the statement of comprehensive income to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Leases

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

·    fixed payments (including in-substance fixed payments), less any lease incentives receivable

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Right of use assets are measured at cost comprising the following:

·    the amount of the initial measurement of lease liability

·    any lease payments made at or before the commencement date less any lease incentives received

·    any initial direct costs, and

·    restoration costs.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture less than £5k.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of Financial Statements in conformity with IFRS requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the year end and the reported amounts of revenues and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are  believed to be reasonable under the circumstances. The key areas identified by the Group are as follows:

Contract liabilities - refund accruals

Accruals for sales returns are estimated on the basis of historical returns and are recorded so as to allocate them to the same period in which the original revenue is recorded. These accruals are reviewed regularly and updated to reflect management's latest best estimates, although actual returns could vary from these estimates. The accrual for refunds totalled £1,767k (2025: £1,654k) and a right to returned goods asset recognised of £637k (2025: £629k). A performance obligation is deemed for returns and refunds. A 14 day return policy is noted for a full refund through Sosandar.com and up to 30 days on third-party retailer websites.

Whilst not a key source of estimation uncertainty, the directors believe it is relevant to disclose the impact of changes to the estimate. A difference of 1%pt in the sales returns rate has an impact of +/- £120k (2025: +/- £110k) on the refund provision, and +/- £46k (2025: +/- £41k) on the right to returned goods asset.

A provision is made to write down any slow-moving or obsolete inventory to net realisable value. The provision is £560k at 31 March 2026 (2025: £407k). Whilst not a key source of estimation uncertainty, the directors believe it is relevant to disclose the impact of changes to the estimate. A difference of 1%pt in the provision as a percentage of gross inventory would give rise to a difference of +/- £100k in gross profit (2025: +/- £107k). Management continually review the provision and monitor it against industry standards, and as such have adjusted the provision for stock in quarantine in the financial year.

Impairment of non-financial assets - investments

In order to assess the impairment of the investment in the subsidiary, the Directors use a value in use calculation. The value in use is calculated based on five-year cashflow projections. The key assumptions used for the value in use calculation for the year ended 31 March 2026 are the sales growth rates, gross margin rates, changes in the operating costs base, long-term growth rates and the risk-adjusted pre-tax discount. The pre-tax discount rate is derived from the Group's weighted average cost of capital using the capital asset pricing model, the inputs of which include a risk-free rate, equity risk premium, and a risk adjustment (beta) rate. The weighted average cost of capital and growth rates used were as follows:

							2026	2025
							%	%
WACC (Weighted Average Cost Of Capital)							15.9	19.3
Compound annual revenue growth rate							8	6

The Directors' assessment of the estimates on future revenues and EBITDA growth in future years is a key source of estimation uncertainty. The estimations are based on the budgeted investment and expansion of our clothing and footwear ranges, increased stocking levels and continued investment in marketing channels to acquire new customers.

The Directors have performed a sensitivity analysis to assess the impact of downside risk of the key assumptions underpinning the projected results of the Group. The projections and associated headroom used for the Group is sensitive to the EBITDA growth assumptions that have been applied.

Impairment of non-financial assets - property, plant and equipment and intangible assets

In assessing the impairment of property, plant and equipment and intangible assets, management estimates the recoverable amount of each asset or cash-generating unit based on the expected future cashflows discounted using a suitable discount rate. Estimation uncertainty arises due to the assumptions made about future operating results, mainly revenue growth rates, and also the determination of a suitable discount rate. During the year, a total impairment charge of £346k (2025: £nil) was recognised relating to two of the store CGUs. The impairment charge has been apportioned between the fixtures and fittings and right of use assets associated with the relevant CGUs. Refer to note 11 for further detail on the judgements and estimates involved in the impairment assessment alongside the related sensitivity analysis.

Share-based compensation

The Group has issued equity-settled share-based payments to employees. The fair value of the employee and suppliers' services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the

fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest.

At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to other reserves within equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

The fair value of share-based payments recognised in the income statement takes into account conditions attached to the vesting and exercise of the equity instruments.

The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

On 17 December 2025, the Group awarded new share options totalling 18,171,258 ordinary shares with an exercise price of 7.25 pence to its Executive Directors and Senior Management Team. Some of the existing options granted, totalling 13,291,258 were cancelled as part of these arrangements. Under IFRS 2, we must consider whether the new share options are replacement equity instruments for the cancelled options. The Group designated the new share options as replacement awards for the cancelled awards on their grant date and as such the replacement awards have been accounted for as a modification as per IFRS 2.

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. 

Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to the income statement, except  when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group and Company intends to settle its current tax assets and liabilities on a net basis.

3 Adjusted Profit Before Tax

Adjusted profit before tax is an alternative performance measure ('APM') used to show the underlying trading performance of the Group. It is calculated by excluding adjusting items from statutory profit before tax. Refer to the Alternative Performance Measures section within the Accounting Policies for further information.

The following table reconciles the adjusted profit before tax to profit before tax per the statement of comprehensive Income.

	Year Ended 31 March 2026 £'000	Year Ended 31 March 2025 £'000
Adjusted profit before tax	377	156
Adjusted items
Impairment charge1	(346)	-
Warehouse transition2	-	(223)
Statutory profit before tax	31	(67)

¹ The impairment charge in the current year relates to the impairment of the Group's right of use assets and fixed assets relating to the stores following an impairment review at the year end (see note 11 for further information).

² The warehouse costs in the prior year related to the warehouse move from GXO to Torque Logistics in February 2025. The transition costs incurred included labour costs to pick and pack all stock at GXO and receive and put away at Torque as part of the transfer, transport costs to move the stock and redundancy costs where GXO employees did not transfer to Torque. This cost, while not directly incurred by the Group was a contractual obligation in the agreement with GXO.

4 Revenue

The directors have considered the requirement of IFRS 15 with regards to disaggregation of revenue and do not consider this to be required as the Group only has one operating segment which is retail sales.

The income recognition for delivery receipts, commissions on partner-fulfilled sales and wholesale revenue are in line with that of retail sales and linked to dispatch/delivery to customers.

Due to the nature of its activities, the Group is not reliant on any individual major customers.

The major geographical market of the Group is the UK.

	Year ended		Year ended
	31-Mar		31-Mar
	2026		2025
	£'000		£'000
UK	41,941		36,633
Rest of World	337		499
Total	42,278		37,132

Disaggregation of revenue based on distribution channels is as follows:

	Year ended		Year ended
	31-Mar		31-Mar
	2026		2025
	£'000		£'000
Own Channels1	21,524		16,430
Third-Party Channels2	20,754		20,702
Total	42,278		37,132

¹ Own Channels includes Sosandar.com and own stores

² Third-Party Channels includes concession and wholesale

5 Operating profit/(loss)

	31 March 2026		31 March 2025
	£'000		£'000
Operating profit/(loss) is stated after charging/(crediting):
Operating lease rentals	5		44
Auditors' remuneration:
Audit fee - group and parent company	124		124
Legal and other fees	320		206
Depreciation and amortisation	1,237		802
Impairment of property, plant and equipment	346		-
Foreign currency loss	287		33
Share based payment	438		268

6 Finance cost

	31 March 2026		31 March 2025
	£'000		£'000
Interest on the lease	211		133
Other interest	1		1
Total	212		134

7 Employees

	31 March 2026		31 March 2025
	£'000		£'000
Aggregate Directors' emoluments including consulting fees	1,023		801
Wages and salaries	4,055		3,989
Social security costs	635		464
Pension costs	152		224
Share-based payments	438		268
Total	6,303		5,746

	31 March		31 March
	2026		2025
	Nos.		Nos.
Directors	7		7
Senior Management1	6		11
Retail	45		22
Head Office	68		72
Total	126		112

¹ Employees categorised as Senior Management has changed in the year.  In FY26, senior management in head office have been categorised as Senior Management whereas in FY25 this also included retail store managers given it was the first full year of trading for each store.

Directors' remuneration

Details of emoluments received by Directors of the Group for the year ended 31 March 2026 are shown in the table below.

The share-based payment charge related to directors was £400k (2025: £239k).

	2026	2026	2026	2026	2025
	Base Salary	Pension	Other Benefits	Total	Total
	£	£	£	£	£
Alison Hall	280,000	33,600	12,503	326,103	291,232
Julie Lavington	280,000	33,600	12,732	326,332	292,621
Stephen Dilks	204,000	16,320	11,917	232,237	206,565
Nicholas Mustoe	45,000	-	-	45,000	45,000
Adam Reynolds	30,000	-	-	30,000	30,000
Andrew Booth	30,000	-	-	30,000	30,000
Lesley Watt1	25,000	-	-	25,000	30,000
Total	894,000	83,520	37,152	1,014,672	925,418

¹ Stepped down from the Board 28 January 2026

Key management personnel excluding directors, received emoluments for the year of £882k (2025: £1,092k). This includes payments in lieu of notice equalling £nil (2025: £67k).

	31 March 2026		31 March 2025
	£'000		£'000
Wages and salaries	783		980
Pension costs	43		47
Other Benefits	18		36
Share-based payments	38		29
Total	882		1,092

8 Income tax
a) Analysis of charge in the period

	31 March	31 March
	2026	2025
	£'000	£'000
Deferred tax
Origination and reversal of timing differences	(323)	477
Adjustments in respect of prior years	(1)	-
Total deferred tax (credit)/charge	(324)	477
b) Factors affecting the tax charge for the period
	31 March	31 March
	2026	2025
	£'000	£'000
Profit/(loss) on ordinary activities before taxation	31	(67)
Tax at the UK corporation tax rate of 25% (2025: 25%)	8	(17)
Expenses not deductible for tax purposes	148	70
Adjustments in respect of prior years	(1)	(2)
Fixed asset differences	(19)	4
Movement in deferred tax not recognised	(460)	422
Tax charge/(credit) on profit/loss on ordinary activities	(324)	477

The deferred tax asset recognised in the accounts has been calculated using the current year tax rate of 25% (2025: 25%). The unrecognised deferred tax asset amounts to £4,151k (2025: £4,611k) and has been calculated at the tax rate of 25%. The deferred tax asset has been recognised due to the expectation that it will be reversed in future years.

9 Earnings/(loss) per share

Basic earnings/(loss) per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year:

	31 March		Restated2 31 March
	2026		2025
Profit/(loss) after tax attributable to equity holders of the parent (£'000)	355		(544)
Weighted average number of ordinary shares in issue1	253,863,599		260,015,643
Fully diluted average number of ordinary shares in issue	253,863,599		260,015,643
Basic earnings/(loss) per share (pence)	0.14		(0.21)
Diluted earnings/(loss) per share (pence)	0.14		(0.21)

Where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. The calculations of basic and diluted earnings per share is based on the weighted average number of ordinary shares only and excludes the effect of outstanding share options.

¹ The weighted average number of ordinary shares in issue used in the basic earnings/(loss) per share includes a weighted average of 11,693,055 (2025: 11,789,130) of vested options with an exercise price of par and also a weighted average number of treasury shares of (6,055,969) (2025: nil). As per IAS 33 these must be included within the weighted average number of ordinary shares when calculating basic EPS.

² In line with IAS 33, The weighted average number of ordinary shares and fully diluted average number of ordinary shares in issue in the prior year was restated to reflect the weighted average number of the nil exercise price vested share options during FY25, which were 11,789,130. As a result of the inclusion of this, basic loss per share (pence) and diluted loss per share (pence) was restated from (0.22) to (0.21).

10 Intangible Assets

		Website		Trademark		Software		Assets under Construction		Total
		£'000		£'000		£'000		£'000		£'000
Cost
At 1 April 2024		228		10		141		281		660
Additions		-		7		362		55		424
Transfers		-		-		267		(267)		-
Disposals		(185)		-		-		(3)		(188)
At 31 March 2025		43		17		770		66		896
Amortisation
At 1 April 2024		228		2		39		-		269
Charge for the year		-		4		61		-		65
Disposals		(185)		-		-				(185)
At 31 March 2025		43		6		100		-		149
Carrying value 31 March 2025		-		11		670		66		747
Cost
At 1 April 2025		43		17		770		66		896
Additions		-		12		40		144		196
Transfers		-		-		17		(11)		6
At 31 March 2026		43		29		827		199		1,098
Amortisation
At 1 April 2025		43		6		100		-		149
Charge for the year		-		6		90		-		96
At 31 March 2026		43		12		190		-		245
Carrying value 31 March 2026		-		17		637		199		853

Assets under construction are costs relating to the ERP implementation project.

The transfer of £6k total is a transfer from tangible assets (see note 11).

11 Property, plant and equipment - Group

	Computer Equipment	Fixtures and fittings	Right of use asset	Total
	£'000	£'000	£'000	£'000
Cost
At 1 April 2024	241	623	1,102	1,966
Additions	13	1,704	3,994	5,711
Transfers	-	(7)	-	(7)
At 31 March 2025	254	2,320	5,096	7,670
Accumulated depreciation
At 1 April 2024	164	370	523	1,057
Charge for year	49	198	490	737
At 31 March 2025	213	568	1,013	1,794
Carrying value 31 March 2025	41	1,752	4,083	5,876
Cost
At 1 April 2025	254	2,320	5,096	7,670
Additions	4	19	-	23
Disposals	(189)	(7)	(34)	(230)
Transfers	1	(7)	-	(6)
At 31 March 2026	70	2,325	5,062	7,457
Accumulated depreciation
At 1 April 2025	213	568	1,013	1,794
Charge for year	29	398	714	1,141
Impairment1	-	109	237	346
On disposals	(186)	(3)	(11)	(200)
At 31 March 2026	56	1,072	1,953	3,081
Carrying value 31 March 2026	14	1,253	3,109	4,376

The transfer of £6k is a transfer to intangible assets (see note 10).

¹ The right of use asset and fixtures and fittings relating to two stores were impaired by £346k following an impairment review at the balance sheet date. This has been recognised in the statement of comprehensive income within administrative expenses.

Impairment testing

During the year, the Group has recognised an impairment charge of £346k relating to the store CGUs.  This includes £237k against the right of use assets and £109k against the fixtures and fittings in the specific CGUs.

The Group considers each individual store to be a CGU for impairment testing purposes as these are identified as the smallest group of assets for which independent cashflows can be allocated. The value of the CGU is made up from the carrying values of the right of use asset, the fixed assets located within the store, an allocation of central assets and where appropriate the associated lease liability and dilapidations provision. At the balance sheet date, it was noted that stores were weighing on profitability and although they are still in their early stages, this is considered as an indicator of impairment and as such an impairment review was performed.

The recoverable amount of each store is determined based on their VIU (except for one store which is fair value less cost of disposal - see separately below). The VIU for each store is based on the Group's latest budget and forecast cashflows covering a 3 year period which have regard to historical performance and knowledge of the current market, alongside the Group's views on the future achievable growth. Beyond this period, cashflows are extrapolated using a medium-term growth rate based on management's future expectations. The cashflows for each CGU also include:

·    Click & Collect sales given the direct link to the individual CGU

·    A central costs allocation based on the support provided to each store by the Head Office

·    A marketing recharge on the basis that the store provides a wider benefit to the Group due to them being a mechanism to increase brand awareness and increase revenue on the website

·    Ongoing capital expenditure required to maintain the store

The key assumptions used in determining the recoverable amounts were:

·    Revenue growth rates - the cashflows beyond the 3 year period covered by the budget are extrapolated using the Group's current view of achievable revenue growth being 5% year on year.

·    Pre-tax discount rate - the rate used to discount the forecast cashflows is 11%. This has been determined based on comparable assets in the market.

·    Length of cashflow - for leases with a term of 10 years, the length of the cashflows have been aligned with the lease term. For leases with shorter terms, we have considered the forecast profitability of the CGU and the likelihood of extending the lease beyond their initial term.

·    Marketing recharge - the marketing benefit of the store has been estimated based on incremental revenue generated on Sosandar.com in the locations where stores are located.

The recoverable amount of one of the stores was based on its fair value less cost of disposal. The fair value is based on level 3 inputs which are management's best estimate based on the expected useful life of assets and prior disposal experience.

Sensitivity analysis

The cash flows used within the impairment model are based on assumptions which are sources of estimation uncertainty and small movements in these assumptions could lead to further impairments. Management has performed sensitivity analysis on the key assumptions in the impairment model using reasonably possible changes in these key assumptions. Based on the sensitivity analysis, a 1% increase/decrease in the discount factor would result in an increase/(decrease) in the impairment charge of £24k/(£5k) respectively. A 1% decrease in the 5% medium term revenue growth rate would result in an increase in the impairment charge of £62k.

12 Non-current assets

Investments in subsidiaries:

	Company
	2026	2025
	£'000	£'000
Cost at 1 April	35,682	7,694
Additions during the year	438	27,988
Cost at 31 March	36,120	35,682
Impairment at 1 April	(19,771)	-
Impairment	-	(19,771)
Impairment at 31 March	(19,771)	(19,771)
Carrying value as at 31 March	16,349	15,911

The additions during the year are in respect of the share-based payment expense of £438k (2025: £268k) which was issued in the Parent Company on behalf of its subsidiary, Thread 35 Limited and therefore represents a capital contribution during the year. More information can be found in note 18. The further additions in the year ending 31 March 2025 are the reinstatement of the intercompany loan with Thread 35 Limited and its subsequent impairment in the year. 

The subsidiaries of Sosandar Plc are as follows:

Subsidiary companies	Incorporation	Holding	Type of share held	% Holding 2026	% Holding 2025
	UK
Thread 35 Ltd		Direct	Ordinary shares	100	100
Sosandar (Europe) Limited	Ireland	Direct	Ordinary shares	100	100

The registered office of Thread 35 Limited is 40 Water Lane, Wilmslow, SK9 5AP and the registered office of Sosandar (Europe) Limited is 5^th Floor, 40 Mespil Road, Dublin 4, Ireland, D04 C2N4.

There were no other investments held by the Group.

Impairment testing

The Groups investments in its subsidiaries are tested for impairment at the balance sheet date, where indicators of impairment exist. Indicators were identified (share price) at balance sheet date. The recoverable amount of the investment in Thread 35 Ltd as at 31 March 2026 was assessed on the basis of value in use. As a result of this assessment, no impairment was identified.

The key assumptions in the calculations to assess the VIU are the future revenues and the ability to generate future cash flows. The most recent financial results approved by management for the next 5 years are assessed including capital expenditure requirements. Growth assumptions are then applied for year 6 onwards. The projected results were discounted at a rate which is a prudent evaluation of the pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the cash-generating unit.

The key assumptions used for the VIU calculation for the year ended 31 March 2026 are disclosed in note 2. Critical accounting judgements and key sources of estimation uncertainty.

13 Inventories - Group

	31 March		31 March
	2026		2025
	£'000		£'000
Stock - finished goods	9,340		10,461
Right to returned stock	637		629
Total	9,977		11,090

The cost of inventories charged in the year as an expense equated to £15,232k (2025: £14,067k). Right to returned stock relates to the cost of products sold in the financial year but expected to be returned after the financial period.

14 Loans to and from subsidiaries

	Company
	2026	2025
	£'000	£'000
Non-current assets	39	87
Current assets	63	-
Non-current liabilities	-	(918)
Net Asset/(Liability)	102	(831)

15 Trade and other receivables	Group		Company
	2026	Restated1 2025	2026	2025
	£'000	£'000	£'000	£'000
Trade receivables1	1,615	2,371	-	-
VAT recoverable	-	437	20	437
Other receivables	350	101	-	-
Prepayments	951	504	78	120
Accrued Income1	536	422	-	-
Trade and other receivables	3,452	3,835	98	557

¹Accrued income of £422k for the year ended 31 March 2025 has been reclassified from trade receivables into accrued income.

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

Trade receivables are considered past due when they have passed their contracted due date. Trade receivables are assessed for impairment based upon the expected credit losses model. The Group applies the IFRS 9 Simplified Approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. To measure, expected credit losses on a collective basis are grouped based on similar credit risk and aging. The Group does not have any non-current receivables.

Payment is received up front for own channels and periodically in line with payment terms for third-party channels. There are no significant financing components which arise.

At 31 March 2026 there were 5 customers who owed in excess of 80% of the total trade debtor balance. These customers were operating within their credit terms and the directors do not foresee an increased credit risk associated with these customers.

None of the trade receivables have been subject to a significant increase in credit risks since initial recognition and as such no impairment provision has been recognised on trade receivables.

	Current	<1mth	1mth	2mth	3mth	Older	Total
As at 31 March 2026	£000's	£000's	£000's	£000's	£000's	£000's	£000's
Expected loss rate	0%	0%	0%	0%	0%	0%	0%
Gross carrying amount	1,513	89	13	-	-	-	1,615
Expected credit loss provision	-	-	-	-	-	-	-
	1,513	89	13	-	-	-	1,615

	Current	<1mth	1mth	2mth	3mth	Older	Total
As at 31 March 2025	£000's	£000's	£000's	£000's	£000's	£000's	£000's
Expected loss rate	0%	0%	0%	0%	0%	0%	0%
Gross carrying amount1	1,407	819	63	-	64	18	2,371
Expected credit loss provision	-	-	-	-	-	-	-
	1,407	819	63	-	64	18	2,371

¹Accrued income has been reclassified from trade receivables into accrued income as at 31 March 2025.

No expected credit losses have been recognised in the parent company in either the current or prior year. 

16 Cash and cash equivalents

	Group			Company
		2026	2025	2026	2025
		£'000	£'000	£'000	£'000
Cash at bank		8,397	7,284	1,694	4,472

As at reporting date there is a multilateral guarantee given by Sosandar PLC and Thread 35 Ltd to HSBC UK Bank plc dated 18 April 2024.

17 Share capital and reserves

Details of ordinary shares issued are in the table below:

Ordinary Shares
	Number of shares issued and fully paid	Issue Price £	Total Share Capital £'000	Total Share Premium £'000
At 31 Mar 2025	248,226,513	0.001	248	52,619
At 31 Mar 2026	248,226,513	0.001	248	-

Treasury Shares
	Number of shares	Carrying Amount £'000
At 31 Mar 2025	-	-
At 31 Mar 2026	24,822,651	1,788

Share buy-back (treasury shares)

The Company announced the commencement of a share buy-back programme of up to 24,822,651 ordinary shares during the year which was approved in the Annual General Meeting on 18 September 2025. The total number of ordinary shares purchased and held in treasury at 31 March 2026 was 24,822,651 which represents 10% of the Company's ordinary shares. The shares were purchased at an average price of 7.2p per share with prices ranging from 5.7p to 8p per share. The total cost of £1,788k included £9k of transaction costs.

18 Share based payments

Share option plans

The Group has a share ownership compensation scheme for Directors and senior employees of the Group. On 2nd November 2017, share options over ordinary shares of 15.1p were issued.  Additionally, on 25th February 2019, share options over ordinary shares of 29.2p were issued. On 21 June 2021, the Group announced the establishment of a new Long Term Incentive Plan in which it granted new nil cost options over ordinary shares of 0.1 pence each to its Executive Directors and members of the Senior Management Team. Some of the existing options granted were modified as part of these arrangements.

On 17 December 2025, the Group awarded new share options totalling 18,171,258 ordinary shares with an exercise price of 7.25 pence to its Executive Directors and Senior Management Team. Some of the existing options granted, totalling 13,291,258 were cancelled as part of these arrangements. The new options are replacements for the cancelled options and are treated as modified under IFRS 2. The total incremental fair value of the new options is £524k, of which £146k related to vested options and was recognised immediately and is included within the FY26 share based payment charge.

The remaining £378k incremental fair value is to be recognised over the vesting period through to FY31.

The options are settled in equity once exercised. If the options remain unexercised for a period after ten years from the date of grant, the options expire.

Details of the number of share options and the weighted average exercise price ("WAEP") outstanding during the period are as follows:

	31 March 2026		31 March 2025
	Number ('000)	WAEP £	Number ('000)	WAEP £
Outstanding at 31 March 2025	27,761	0.035	27,761	0.035
Modifications in the year	-	-	-	-
Issuances in the year	18,171	0.073	-	-
Cancellations in the year	(13,291)	0.038	-	-
Outstanding at 31 March 2026	32,641	0.055	27,761	0.035
Exercisable at 31 March 2026	18,118	0.043	18,118	0.054

The options outstanding at 31 March 2026 had a weighted average exercise price of £0.055 and a weighted average remaining contractual life of 6.08 years.

The fair values of options granted prior to 2021 were calculated using the Black Scholes pricing model. The fair values of the options granted in June 2021 and December 2025 were calculated using the Monte Carlo model. The Group used historical data to estimate expected period to exercise, within the valuation model. Expected volatilities of options outstanding granted prior to the Company's admission to AIM were based on implied volatilities of a sample of listed companies based in similar sectors. The risk-free rate for the expected period to exercise of the option was based on the UK gilt yield curve at the time of the grant. The valuation assumes the options are exercised immediately upon vesting.

The Group recognised a charge of £438k (2025: £268k) related to equity-settled share-based payment transactions during the year. Of this, the charge recognised in the subsidiary, Thread 35 Ltd, was £438k (2025: £268k). The in-year charge of £438k includes the accelerated charge of £146k following the modification of the options in year. 

The assumptions used in the valuation of the options at the grant date are as follows. There were no new share issues in the year.

	Share options FY26	Share options FY22	Share options FY19	Share options FY18
Exercise price	7.25p	0.0p	29.2p	15.1p
Share price at date of grant	7.25p	23.75p	29.2p	15.1p
Risk-free rate	0.25%	0.25%	0.25%	0.25%
Volatility	54%	42%	25%	25%
Expected Life	10 years	5 years	10 years	10 years
Fair Value	0.04	0.13	0.07	0.05

For options exercisable at year end, the exercise price ranged from 0.0p to 29.2p

19 Trade and other payables

	Group		Company
	2026	2025	2026	2025
	£'000	£'000	£'000	£'000
Trade payables	3,633	2,850	24	21
Accruals	479	1,056	112	100
Other payables	566	555	3	-
VAT payable	685	842	-	-
Contract liabilities	1,767	1,681	-	-
Deferred income	111	112	-
Trade and other payables	7,241	7,096	139	121

20 Leases

The Group has property and vehicle lease contracts which are used in its day-to-day operations.

	31 March	31 March
	2026	2025
	£'000	£'000
Lease liability brought forward	3,932	622
Additions	-	3,994
Indirect costs	-	(463)
Finance cost	211	133
Lease payments	(794)	(354)
Disposals	(20)	-
Lease liability recognised in statement of financial position	3,329	3,932
	31 March	31 March
	2026	2025
	£'000	£'000
Of which
Current lease liabilities	643	571
Non-current lease liabilities	2,686	3,361
Lease liability recognised in statement of financial position	3,329	3,932

In the previous financial year, the Group entered into a further six property leases, of stores, in England.  Two properties have terms of five years with a break clause after three years, the remaining four properties have terms of ten years with a break clause after five years.

The lease agreements are in the name of the subsidiary company Thread 35 Ltd. The Company is a guarantor for two property leases with an outstanding liability at 31 March 2026 of £1,238k.

21 Related party transactions

There were no related party transactions in the current year.

22 Financial instruments - risk management

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. The Group's activities expose it to a range of financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them.

These methods include sensitivity analysis in the case of foreign exchange and other price risks, and ageing analysis for credit risk. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining responsibility for them it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function.  The Board receives regular updates from the management team through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility.  The Group's operations expose it to some financial risks arising from its use of financial instruments, the most significant ones being cash flow interest rate risk, foreign exchange risk, liquidity risk and capital risk. Further details regarding these policies are set out below:

Credit risk

The Group faces low credit risk as own site customers pay for their orders in full on order of the goods. There are credit terms with third-party concession and wholesale customers.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. A provision for impairment of trade receivables is recognised on trade receivables if the Group deem there to be expected credit losses. The amount of expected credit losses is calculated using the simplified approach under IFRS 9 and is updated at each reporting date to reflect changes in credit risk since initial recognition of the financial asset.

Losses arising from impairment are recognised in the statement of comprehensive income in administrative expenses. The Group will write off, either partially or in full, the gross carrying amount of a financial asset when there is no realistic prospect of recovery. This is usually the case when it is determined that the debtor does not have the assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, the Group may still choose to pursue enforcement in order to recover the amounts due.

The types of customers that the Group trades with have strong credit ratings and a robust payment history with the Group with no aged balances and as such the Group have not identified any expected credit losses from trade receivables during the period. The Group does not deem credit risk a material risk to the business.

Cash flow interest rate risk

The Group is exposed to cash flow interest rate risk from its deposits of cash and cash equivalents with banks. The cash balances maintained by the Group are proactively managed in order to ensure that   attractive rates of interest are received for the available funds but without affecting the working capital flexibility the Group requires.

The Group is not at present exposed to cash flow interest rate risk on borrowings as it has no debt.  No subsidiary company of the Group is permitted to enter into any borrowing facility or lease agreement without the prior consent of the Company.

Foreign exchange risk

Foreign exchange risk may arise because the Group purchases stock in currencies other than the functional currency.

The Group monitors whether there is a requirement for foreign currency on a monthly basis. The Group considers this policy minimises any unnecessary foreign exchange exposure.

Liquidity risk

Liquidity risk arises from the Group's management of working capital; it is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The principal obligations of the Group arise in respect of committed expenditure in respect of its stock purchases and design. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its obligations when they become due. To achieve this aim, it seeks to maintain readily available cash balances (or agreed facilities) to meet expected requirements and to raise new equity finance if required for future development or expansion.

The Board receives regular information on cash balances and estimates for the year ahead. The Board will not commit to material expenditure in respect of its ongoing commitments prior to being satisfied that sufficient funding is available to the Group to finance the planned programmes. For cash and cash equivalents, the Group only uses recognised banks with medium to high credit ratings.

The maturity of borrowings and other financial liabilities (representing undiscounted contractual cash-flows) is as follows:

		Group			Company
		Within 1 year	1-2 years	Over 2 years	Within 1 year
As at 31 March 2026		£'000	£'000	£'000	£'000
Trade and other payables	19	7,241	-	-	139
Lease liabilities	20	643	499	2,187	-
Total		7,884	499	2,187	139

		Group			Company
		Within 1 year	1-2 years	Over 2 years	Within 1 year
As at 31 March 2025		£'000	£'000	£'000	£'000
Trade and other payables	19	7,096	-	-	121
Lease liabilities	20	571	669	2,692	-
Total		7,667	669	2,692	121

22 Financial instruments - risk management

Financial assets

At the reporting date, the Group held the following financial assets, all of which were classified as financial assets at amortised cost:

		Amortised cost		Amortised cost
		Group		Company
		31 March	31 March	31 March	31 March
		2026	2025	2026	2025
	Note	£'000	£'000	£'000	£'000
Cash and cash equivalents	16	8,397	7,284	1,694	4,472
Trade & other receivables1	15	2,501	3,331	20	437
Total		10,898	10,615	1,714	4,909

¹ excluding prepayments

Financial liabilities

At the reporting dates, the Group held the following financial liabilities, all of which were classified as other financial liabilities at amortised cost:

		Amortised cost		Amortised cost
		Group		Company
		31 March	31 March	31 March	31 March
		2026	2025	2026	2025
	Note	£'000	£'000	£'000	£'000
Trade payables	19	3,633	2,850	24	21
Accruals	19	479	1,056	112	100
Other payables1	19	566	555	3	-
Contract liabilities	19	1,767	1,681	-	-
Lease liabilities	20	3,329	3,932	-	-
Total		9,774	10,074	139	121

¹ excluding VAT

Capital risk

The Group's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

23 Net cash

The below table shows the Group's cash position including lease liabilities.

	At 1 April 2025	Cash flow	Disposals	Interest	At 31 March 2026
	£'000	£'000	£'000	£'000	£'000
Cash and cash equivalents	7,284	1,113	-	-	8,397
Lease liabilities	(3,932)	794	20	(211)	(3,329)
Net cash (including lease liabilities)	3,352	1,907	20	(211)	5,068

24 Post balance sheet events

On 29 June 2026, the lease relating to the Bath store was assigned to another retailer and the store was closed. As the assignment was completed after the balance sheet date, the assignment has been treated as a non-adjusting event. At the date of the assignment, the assets and liabilities associated with the lease were the right of use asset and fixtures and fittings with a combined book value of £1.1m, a lease liability of £1.0m and dilapidations provision of £0.1m. The associated assets and liabilities relating to the lease will be disposed of/released in FY27. 

25 Contingent liabilities

The Company and Group has no contingent liabilities.

26 Ultimate controlling party

There is no ultimate controlling party of the Group

 

END