Final Results for the year ended 31 December 2025
Summary by AI BETAClose X
30 June 2026
Tooru plc
("Tooru" or the "Company")
Final Results for the year ended 31 December 2025
Tooru, an AIM listed company focused on the branded health and wellness sector, announces its audited consolidated full year results for the year ended 31 December 2025 (the "2025 Annual Accounts") extracts from which are set out below.
The 2025 Annual Accounts are being sent to shareholders and will shortly be available on the Company's website at https://www.tooruplc.com/investors
The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 31 December 2025, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2025 financial statements was unqualified and did not contain any statement under section 498(2) or (3) of the Companies Act 2006. The full audited financial statements for the year ended 31 December 2025 will be delivered to the Registrar of Companies and filed at Companies House.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
Enquiries:
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Tooru plc Scott Livingston, CEO
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Tel: +44 (0) 20 3475 0230
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Beaumont Cornish Limited (Nominated Adviser) Roland Cornish / Asia Szusciak / Felicity Geidt
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Tel: +44 (0) 20 7628 3396
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Oberon Capital (Joint Broker) Nick Lovering / Adam Pollock / Aimee McCusker
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Tel: +44 (0) 20 3179 5300
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Fortified Securities (Joint Broker) Guy Wheatley / Mark Wheeler
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Tel: +44 (0) 20 7186 9950
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Shard Capital Partners LLP (Joint Broker) Damon Heath / Erik Woolgar
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Tel: +44 (0) 20 7186 9950
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Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.
Chairman's Statement
I am pleased to present my Chairman's Statement for the year to 31 December 2025.
This period has been transformational for your Company on a number of fronts. We completed the acquisition of the various operating companies from S-Ventures plc, thereby becoming an operating company ourselves. This transaction only completed in May 2025 and so our results only include the trading performance of the acquired businesses for part of the year. However, further details of the performance of our underlying businesses for the full period are set out in the CEO's Report.
In essence, since acquisition, Juvela has continued to perform strongly and has achieved the successful launch of OAF, which has now been listed and is selling well in a number of leading retailers. We have also been able to successfully refinance Juvela, raising additional capital and extending the term. Pulsin, with access to additional capital, is rebuilding sales and has reduced operating costs.
In line with our stated strategy, we are actively looking at acquisitions, although they will need to meet our exacting criteria for us to proceed.
As we have previously announced, 2026 has started in a positive way and we are very much looking forward to implementing our strategy in a meaningful way as the year progresses.
Nicholas Lee
Non-Executive Chairman
30 June 2026
Chief Executive Officer's Report
I am pleased to present the Group's audited results for the year ended 31 December 2025. Following completion of the acquisition on 28 May 2025, these results reflect ownership of our operating businesses from that date. Despite representing a seven-month period of ownership, the Group delivered positive EBITDA and demonstrated encouraging momentum across its portfolio of challenger brands.
Performance during the period provides a strong indication of the scale of the business on a full-year basis. Annualised revenue run rate is now in excess of £12 million, equivalent to more than £1 million per month, and the business has continued to trade positively into 2026. This gives us confidence in both the resilience of the platform we have built and the opportunities available to us as we move into our first full year of ownership.
Given the 7 months' ownership of our operating businesses, we have set out below the 12-month trading performance of our underlying operating businesses:
|
|
|
12 months to 31 December 2025 £'000 |
12 months to 31 December 2024 £'000 |
|
Net sales |
|
|
|
|
Bakery (Juvela) |
|
7,585 |
7,670 |
|
Plant Based Nutrition (Pulsin and We Love Purely) |
|
2,596 |
3,661 |
|
Technical Services (Market Rocket) |
|
2,083 |
2,589 |
|
Total net sales |
|
12,264 |
13,920 |
|
|
|
|
|
|
EBITDA |
|
|
|
|
Bakery (Juvela) |
|
1,556 |
1,965 |
|
Plant Based Nutrition (Pulsin and We Love Purely) |
|
(13) |
(333) |
|
Technical Services (Market Rocket) |
|
136 |
(6) |
|
Total EBITDA |
|
1,679 |
1,626 |
Operationally, the Group has made meaningful progress across its core brands. Juvela secured an important launch of its Oaf brand into Tesco and Asda, strengthening distribution and supporting the next phase of development for the business. It continues to generate a positive EBITDA, although there was a slight drop from last year, due to the additional costs of setting up Oaf and the initial trading support needed to launch the brand in-store. Pulsin substantially reduced its running costs during 2025, reflected in the much reduced EBITDA loss for the year. By the end of year, it was achieving a positive monthly EBITDA, after addressing the logistical issues experienced in 2025, while Purely resumed growth and continues to trade well. Across the portfolio, we have maintained margins and improved underlying performance, which reflects the quality of our brands and the discipline of our operating model.
With the acquisition now successfully completed, the Group is focused on execution and long-term value creation. We expect to report interim results for the first half of 2026 in due course, and we look forward to presenting our first full-year results reflecting a complete twelve months of ownership for 2026. Our strategic priority remains to build scaled challenger brands through product innovation, wider distribution and selected smaller acquisitions that enhance shareholder value.
During the period, the Group also owned Market Rocket. However, we are evaluating a potential exit from this business in order to sharpen our focus on our core ambitions and allocate capital and management attention to the brands and opportunities where we believe we can create the greatest long-term value. This disciplined approach to portfolio management remains central to our strategy.
We remain mindful of the challenges within the public small-cap market environment, particularly in relation to liquidity and share price volatility. In response, we continue to prioritise clear communication and proactive engagement with our investor base. Notwithstanding these market conditions, we are confident in the outlook for the Group and in our ability to continue building a stronger, more valuable business in 2026 and beyond.
Scott Livingston
Chief Executive Officer
30 June 2026
Strategic Report
Principal Activities
Tooru plc (the "Company") is the parent company of a trading group (the "Group") whose principal activities are the manufacture and sale of food products across three trading segments: Bakery, Plant Based Nutrition and Technical Services.
The Company's shares are admitted to trading on AIM, a market operated by London Stock Exchange plc.
Review of the Business
The year ended 31 December 2025 was a transformational year for the Group. On 28 May 2025, the Company (then known as Riverfort Global Opportunities plc) completed the acquisition of the trading subsidiaries previously held by S-Ventures plc. Accordingly, the consolidated financial statements for the year ended 31 December 2025 reflect:
• The activities of Tooru plc as an investment company from 1 January 2025 to 27 May 2025 (the "investment period"); and
• The consolidated activities of the Group, including all trading subsidiaries, from 28 May 2025 to 31 December 2025 (the "trading period" of approximately seven months).
Given the part-year nature of the consolidation, the current year figures are not directly comparable with the prior year comparatives, which reflect only the investment company activities of Tooru plc (formerly Riverfort Global Opportunities plc) for the twelve months ended 31 December 2024.
Summary of the performance of our operating businesses
The results as presented below year-on-year is that of the individual subsidiary for each respective 12 month period and not its contribution to the Group since its acquisition date.
Juvela
Juvela is a specialist bakery company producing a range of gluten-free flours and bakery products, sold through the NHS prescription channel, where the company has approximately a 50% share of the market. In addition, several products are available in major UK and Irish retailers.
The business continues to perform in line with management expectations. In the 12 months to 31 December 2025, Juvela generated gross sales of £8.6m (2024: £8.8m).
During the year, Juvela continued to develop and expand its "OAF" retail brand, which is a fun, character-led challenger brand with a playful persona. The branding brings a new, exciting and innovative approach to gluten-free bread products and is aimed at attracting a broader healthy foodie shopper to the free-from aisle. Further listings of OAF products were secured during the year with major UK retailers and these will be reflected in sales revenue for 2026.
The new allergen-free bakery, which was completed during 2024, continued to operate during the whole of 2025. The bakery is subject to ongoing development, with management constantly reviewing the manufacturing efficiency and cost base of the new site to ensure that it continues to meet expectations.
Pulsin
Pulsin is a well-established and highly respected plant-based nutrition company, specialising in the development, manufacture and sale of healthy protein bars, nutritional snacks, protein powders and keto products. The Company continues to focus on delivering high-quality, plant-based products under the Pulsin brand, working closely with carefully selected manufacturing and supply partners to ensure its brand values, quality standards and product claims are consistently maintained for its loyal customer base.
Pulsin's award-winning range of products is designed to provide convenient and nutritious food solutions. The range is gluten-free, suitable for vegetarians and predominantly plant-based, with a commitment to using natural ingredients and avoiding artificial additives, preservatives and palm oil. Products are available through a wide range of retail and online channels, including Holland & Barrett, Sainsbury's and Ocado.
Gross sales for the twelve months ended 31 December 2025 were approximately £2.4 million (2024: £3.7 million). The reduction in revenue primarily reflects the operational disruption arising from the Company's decision to exit from its manufacturing facility in Gloucester and the subsequent transition to third-party contract manufacturing. Although inventory levels were increased ahead of the transition, challenges relating to supply continuity and product availability significantly impacted trading performance during the fourth quarter, despite continued demand.
A key strategic objective during 2025 was to replace the contract manufacturing revenue lost in 2024 with growth in branded product sales. During the year, the Company launched several seasonal product lines and invested in the development of new product ranges scheduled for launch in 2026. While the transition to contract manufacturing presented operational challenges, the Company has subsequently secured additional manufacturing partnerships to strengthen supply chain resilience and reduce the risk of future disruptions.
Following the establishment of new manufacturing arrangements and the signing of long-term supply agreements, the Company has successfully restored gross margins to levels consistent with those achieved through in-house production. In certain product categories, margins have improved due to efficiencies achieved through specialist manufacturing expertise.
Looking ahead, the Company's strategy for 2026 is centred on driving growth through innovation, new product development and the expansion of its customer base in both domestic and international markets. Several new product launches are planned throughout the year, supported by existing retail partners and new distribution opportunities. The Company continues to evaluate a broader range of product formats beyond its traditional bar and powder categories, with particular focus on the Functional Nutrition, Protein and Keto markets.
We Love Purely
We Love Purely remains a premium plantain crisp brand focused on natural ingredients, sustainable sourcing, and healthy snacking. For the 12 months to 31 December 2025, gross sales were £173k (2024: £268k).
The reduction in turnover was primarily driven by operational challenges encountered during the year. Most notably, the business transitioned its supply chain, changing the country of supply to secure a more stable and scalable sourcing solution. Although strategically important, this process caused temporary stock shortages and supply disruptions, affecting product availability and sales performance.
Despite these challenges, the business remained focused on protecting its core customer base and maintaining long-standing relationships with key retail and distribution partners. Retaining existing customers and ensuring supply continuity were key priorities throughout the year.
The year also saw progress in developing future growth opportunities. Several new product launches were agreed and are scheduled for 2026, including an airline listing expected to increase brand visibility and support revenue growth. The company also maintained its international presence across existing export markets, continuing to build brand awareness overseas.
We Love Purely's primary focus for 2026 is rebuilding momentum and returning to a path of sustainable growth.
Market Rocket
Market Rocket Limited has continued to evolve and strengthen its position as a leading eCommerce growth partner through 2025. It has carried on expanding its full-service agency operations across Amazon and broader digital channels.
While turnover for the year to 31 December 2025 has dropped, this is primarily due to the winding down of the Marketverse direct selling division. Core agency revenues, which are the backbone of the business from a profitability standpoint, have shown consistent and steady performance throughout the year. This reflects successful client retention, service expansion, and demand for a performance-led digital strategy.
Off-Amazon capabilities continue to be a core part of the company's offering, with revenue growth driven by services including paid media, content creation, performance analytics, and D2C channel management. These areas are underpinned by strategic accreditations and partnerships with Meta, TikTok, Google, and Semrush, which complement the long-standing Amazon Service Provider Network and Verified Advertising Partner status.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Group include:
• Integration risk - The Group completed a significant acquisition in May 2025. The successful integration of the acquired businesses remains an ongoing operational priority.
• Liquidity risk - The Group monitors cash requirements carefully. Post year-end, the Group completed a fundraise of £980,000 gross proceeds, as described in Note 24.
• Market risk - The Group operates in competitive food markets. Price inflation in input costs, including ingredients and energy, may adversely affect margins.
• Customer concentration - Certain subsidiaries derive a significant proportion of revenue from a limited number of customers.
Section 172 Statement
The directors have acted in good faith and in a manner they considered most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the interests of employees, the need to foster business relationships with suppliers and customers, the impact of the Company's operations on the community and environment, and the desirability of maintaining a reputation for high standards of business conduct.
The Strategic Report was approved by the Board of Directors and signed on its behalf by:
Scott Livingston
Chief Executive Officer
Date: 30 June 2026
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
The notes below form an integral part of these financial statements.
|
|
Note |
Year ended 31 December 2025 £'000 |
|
Year ended 31 December 2024 £'000 |
|
Revenue |
3 |
7,054 |
|
- |
|
Cost of sales |
|
(2,601) |
|
- |
|
Gross profit |
|
4,453 |
|
- |
|
Investment income |
4 |
- |
|
203 |
|
Fair value of investments adjustment |
14 |
(174) |
|
(721) |
|
Foreign exchange losses |
|
- |
|
(7) |
|
Administrative expenses |
5 |
(4,116) |
|
(519) |
|
Exceptional costs |
6 |
(592) |
|
- |
|
Other losses |
|
- |
|
(2) |
|
Operating loss before depreciation, amortisation and impairment |
|
(429) |
|
(1,046) |
|
Depreciation, amortisation and impairment |
11,12,13 |
(991) |
|
- |
|
Operating loss |
|
(1,420) |
|
(1,046) |
|
Finance income |
7 |
4 |
|
- |
|
Finance costs |
7 |
(426) |
|
- |
|
Loss before taxation |
|
(1,842) |
|
(1,046) |
|
Income tax recoverable |
8 |
68 |
|
- |
|
Loss for the year |
|
(1,773) |
|
(1,046) |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
Owners of the parent |
|
(1,773) |
|
(1,046) |
|
Non-controlling interests |
|
- |
|
- |
|
|
|
(1,773) |
|
(1,046) |
|
|
|
|
|
|
|
Other comprehensive income for the year |
|
- |
|
- |
|
Total comprehensive loss for the year |
|
(1,773) |
|
(1,046) |
All activities are classified as continuing operations.
Consolidated Statement of Financial Position
As at 31 December 2025
The notes below form an integral part of these financial statements.
|
ASSETS |
Note |
31 December 2025 £'000 |
|
31 December 2024 £'000 |
|
Non-current assets |
|
|
|
|
|
Goodwill |
11 |
- |
|
- |
|
Intangible assets |
12 |
2,932 |
|
- |
|
Property, plant and equipment |
13 |
1,092 |
|
- |
|
Right-of-use assets |
13 |
1,178 |
|
- |
|
Investments |
14 |
430 |
|
1,872 |
|
Total non-current assets |
|
5,632 |
|
1,872 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
15 |
744 |
|
- |
|
Trade and other receivables |
16 |
2,736 |
|
194 |
|
Cash and cash equivalents |
|
708 |
|
2,352 |
|
Total current assets |
|
4,188 |
|
2,546 |
|
|
|
|
|
|
|
TOTAL ASSETS |
|
9,820 |
|
4,418 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
Called up share capital |
19 |
168 |
|
78 |
|
Share premium account |
19 |
7,943 |
|
1,568 |
|
Share-based payment reserve |
20 |
308 |
|
201 |
|
Retained earnings |
|
(8,271) |
|
2,350 |
|
Total equity attributable to owners of the parent |
|
148 |
|
4,197 |
|
Non-controlling interests |
|
- |
|
- |
|
TOTAL EQUITY |
|
148 |
|
4,197 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Borrowings |
17 |
4,032 |
|
- |
|
Lease liabilities |
18 |
- |
|
- |
|
Total non-current liabilities |
|
4,032 |
|
- |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
17 |
5,108 |
|
219 |
|
Borrowings |
17 |
408 |
|
- |
|
Lease liabilities |
18 |
124 |
|
- |
|
Total current liabilities |
|
5,640 |
|
219 |
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
9,672 |
|
219 |
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
9,820 |
|
4,418 |
These financial statements were approved and authorised for issue by the Board of Directors on 30 June 2026 and signed on its behalf by:
Scott Livingston
Chief Executive Officer
Director | Company Number: 00269566
Date: 30 June 2026
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
|
|
Share capital £'000 |
Share premium £'000 |
SBP reserve £'000 |
Retained earnings £'000 |
Total £'000 |
NCI £'000 |
Total equity £'000 |
|
Balance at 1 January 2024 |
78 |
1,568 |
201 |
3,398 |
5,245 |
- |
5,245 |
|
Loss for the year |
- |
- |
- |
(1,046) |
(1,046) |
- |
(1,046) |
|
Prior year adjustment - expenses recognised after accounts published |
- |
- |
- |
(2) |
(2) |
- |
(2) |
|
Balance at 31 December 2024 |
78 |
1,568 |
201 |
2,350 |
4,197 |
- |
4,197 |
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
(1,773) |
(1,773) |
- |
(1,773) |
|
Shares issued on acquisition (28 May 2025) |
90 |
6,375 |
- |
- |
6,465 |
- |
6,465 |
|
Share-based payment charge |
- |
- |
107 |
- |
107 |
- |
107 |
|
Pre-acquisition reserves eliminated on consolidation |
- |
- |
- |
(8,848) |
(8,848) |
- |
(8,848) |
|
Balance at 31 December 2025 |
168 |
7,943 |
308 |
(8,271) |
148 |
- |
148 |
Share capital represents the nominal value of issued ordinary shares. The share premium account records the premium above nominal value received on share issues. The share-based payment reserve records the cumulative charge in respect of equity-settled share options and warrants. Retained earnings represent cumulative net losses. The prior year adjustment relates to broker fees of £2k recognised in the year ended 31 December 2024 that were posted after the published accounts were approved.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
The notes below form an integral part of these financial statements.
|
Cash flows from operating activities |
Note |
Year ended 31 December 2025 £'000 |
|
Year ended 31 December 2024 £'000 |
|
Loss for the financial year |
|
(1,773) |
|
(1,046) |
|
Adjustments for: |
|
|
|
|
|
Depreciation and amortisation |
12,13 |
(955) |
|
- |
|
Loss on disposal of fixed assets |
|
330 |
|
- |
|
Fair value movement on investments |
14 |
291 |
|
721 |
|
Impairment of goodwill |
11 |
2,051 |
|
- |
|
Foreign exchange differences |
|
- |
|
7 |
|
Finance costs |
7 |
428 |
|
- |
|
Finance income |
7 |
(4) |
|
- |
|
Changes in working capital: |
|
|
|
|
|
Decrease in inventories |
|
299 |
|
- |
|
Decrease in trade and other receivables |
|
573 |
|
535 |
|
(Decrease) in trade and other payables |
|
(45) |
|
(683) |
|
Net cash inflow/(outflow) from operating activities |
|
1,195 |
|
(466) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Purchase of investments |
|
- |
|
(1,302) |
|
Disposal of investments |
|
- |
|
914 |
|
Debt instrument repayments |
|
- |
|
2,150 |
|
Net movement on acquisition of subsidiaries |
10 |
(2,492) |
|
- |
|
Interest received |
|
4 |
|
- |
|
Purchase of tangible fixed assets |
12 |
(17) |
|
- |
|
Purchase of right-of-use assets |
13 |
(22) |
|
- |
|
Net cash (outflow)/inflow from investing activities |
|
(2,527) |
|
1,762 |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from borrowings |
17 |
4,147 |
|
- |
|
Repayment of borrowings |
17 |
(4,609) |
|
- |
|
Net proceeds from issue of shares |
19 |
500 |
|
- |
|
Repayment of lease liabilities |
18 |
(83) |
|
- |
|
Movement in accrued interest |
|
(8) |
|
- |
|
Interest paid and other finance costs |
|
(420) |
|
- |
|
Net cash (outflow)/inflow from financing activities |
|
(473) |
|
- |
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(1,805) |
|
1,296 |
|
Cash and cash equivalents at beginning of period |
|
2,352 |
|
1,062 |
|
Cash acquired on acquisition of subsidiaries |
10 |
161 |
|
- |
|
Foreign exchange impact on cash |
|
- |
|
(7) |
|
Cash and cash equivalents at end of period |
|
708 |
|
2,352 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
1. General Information
Tooru plc (the "Company") is a public limited company incorporated and domiciled in England and Wales (company number 00269566). The registered office is 29 Great Queen Street, London, WC2B 5BB. The Company's ordinary shares are admitted to trading on AIM, a market operated by London Stock Exchange plc.
The Group's principal activities are the manufacture and distribution of food products across three segments: Bakery (operated by Juvela Limited, a specialist gluten-free bakery products business), Plant Based Nutrition (operated by We Love Purely Limited and Pulsin Limited) and Technical Services (operated by Market Rocket Limited, a technical services business).
On 28 May 2025, the Company (then known as Riverfort Global Opportunities plc) completed the acquisition of the trading subsidiaries of S-Ventures plc, comprising Juvela Limited, Market Rocket Limited, We Love Purely Limited, Pulsin Limited and S-Ventures Acquisitions Limited. Accordingly, the consolidated financial statements for the year ended 31 December 2025 represent twelve months of the Company's activities, comprising five months as an investment company and approximately seven months as the holding company of the trading group.
2. Accounting Policies
Basis of presentation
These consolidated financial statements are prepared in accordance with United Kingdom adopted International Financial Reporting Standards ("IFRS"). The consolidated financial statements are presented in pounds sterling, the functional currency of the Group and parent company. The financial statements have been prepared on a going concern basis under the historical cost convention, except as otherwise described in the accounting policies.
IFRS requires management to make certain critical accounting estimates and to exercise judgement in the process of applying the Group's accounting policies. These estimates are based on the Directors' extensive knowledge and past experience derived from their professional activities and supported by independent professional advice.
The financial statements for the Company have been prepared in accordance with Financial Reporting Standard 101 by applying the recognition and measurement requirements of United Kingdom adopted IFRS, amended where necessary in order to comply with Companies Act 2006. The Company has notified shareholders of this disclosure.
Compliance with FRS 101
The Company financial statements have been prepared in compliance with Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice) ("FRS 101").
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• Cash Flow Statement and related notes;
• Comparative period reconciliations for share capital, tangible fixed assets and intangible assets;
• Disclosures in respect of transactions with wholly owned subsidiaries;
• Disclosures in respect of capital management;
• The effects of new but not yet effective FRSs; and
• Disclosures in respect of the compensation of Key Management Personnel.
Going concern
As at 31 December 2025, the Group had net current liabilities of £1,452k. After the year end, on 11 February 2026, the Group raised gross proceeds of £980,000 through a placing and WRAP retail offering of ordinary shares. After taking into account this fundraise and the Group's projected operating cash flows for the twelve months from the date of approval of these financial statements, the directors consider that the Group has sufficient resources to meet its obligations as they fall due. Accordingly, the going concern basis of accounting continues to be adopted.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). All intragroup transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of changes in equity and balance sheet. The results of subsidiaries acquired during the year are included from the effective date of acquisition. The results of the trading subsidiaries are included from 28 May 2025, being the completion date of the acquisition.
The Group holds an 85.1% interest in We Love Purely Limited, giving rise to a non-controlling interest of 14.9%. The non-controlling interest's share of the results and net assets of We Love Purely Limited for the post-acquisition period is not material to the consolidated financial statements and has therefore not been presented separately in the primary statements. The directors will keep the materiality of the non-controlling interest under review in future periods.
Business combinations
Acquisitions of subsidiaries are accounted for using the acquisition method under IFRS 3 Business Combinations. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value. Acquisition-related costs are expensed as incurred and have been separately disclosed as exceptional items (see Note 6). Goodwill is initially measured at cost, being the excess of the aggregate consideration transferred over the net identifiable assets acquired and liabilities assumed.
Goodwill
Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.
Intangible assets
Intangible assets acquired as part of a business combination are recognised at fair value at the acquisition date. Subsequent to initial recognition, they are measured at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight-line basis over the estimated useful economic life of 15 years for customer relationships and brand intangibles acquired in the acquisition.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided on a straight-line basis over the estimated useful lives. Principal rates: plant and machinery 10-25%; fixtures and fittings 10-20%; motor vehicles 25%.
Leases (IFRS 16)
The Group recognises a right-of-use asset and corresponding lease liability for leases, with the exception of short-term leases and leases of low-value assets. The right-of-use asset is depreciated on a straight-line basis over the shorter of its useful life and the lease term. The lease liability is initially measured at the present value of lease payments discounted using the interest rate implicit in the lease or the Group's incremental borrowing rate.
Revenue recognition (IFRS 15)
Revenue is measured at the transaction price, net of trade discounts and returns. Revenue from the sale of goods is recognised when control transfers to the customer, which is typically at the point of delivery.
Financial instruments
Financial assets and liabilities are initially measured at fair value. Financial assets are subsequently measured at amortised cost or fair value through profit or loss depending on the business model and contractual cash flow characteristics.
Inventories
Inventories are stated at the lower of cost (FIFO) and net realisable value.
Taxation
Current tax is based on taxable profit using tax rates enacted or substantively enacted at the balance sheet date. 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.
Share-based payments (IFRS 2)
Equity-settled share-based payments are measured at fair value at grant date and expensed on a straight-line basis over the vesting period.
Critical accounting judgements and key sources of estimation uncertainty
The critical areas of judgement and estimation are:
Acquisition accounting - The directors assessed the acquisition of the S-Ventures trading subsidiaries on 28 May 2025 and concluded that the transaction should be accounted for as a business combination under IFRS 3, with Tooru plc as the accounting acquirer. In reaching this judgement the directors gave consideration to: (1) the composition of the Board and senior management of the combined entity following completion; (2) the identification of the accounting acquirer, taking account of the relative voting rights, the entity issuing the consideration and the relative size of the combining businesses; and (3) the consideration transferred and the overall substance of the transaction. The directors concluded that Tooru plc obtained control of the acquired businesses and is the accounting acquirer.
Goodwill and impairment - Goodwill of £44k arose on the acquisition of the trading subsidiaries at the total entity level. Following the directors' impairment review, and reflecting the impairment of the investment in Market Rocket Limited, the full amount has been impaired to £nil in the year. The assessment of recoverable amounts requires estimates of future cash flows and appropriate discount rates.
Intangible asset useful economic lives - Customer relationships and brand intangibles of £2,932k (being the net book value at 31 December 2025 after amortisation in the post-acquisition period) were recognised on acquisition with an estimated useful life of 15 years.
Purchase price allocation - The fair values attributed to the assets and liabilities acquired in the acquisition have been determined with reference to available market data and management's best estimates. The fair value of identifiable intangible assets (customer relationships, brands and technology) acquired was assessed separately from goodwill. The allocation may be subject to refinement within the measurement period.
3. Segmental Analysis
The Group operates in three principal business segments. Segment performance is measured by management on the basis of EBITDA. The segmental analysis below covers the seven-month period from 28 May 2025 to 31 December 2025, being the period during which the trading subsidiaries were part of the Group following the acquisition. No comparative segmental information is presented as the subsidiaries were not part of the Group in the prior year.
|
Segment |
Entity |
Net Sales £'000 |
EBITDA £'000 |
Prior year Net Sales £'000 |
Prior year EBITDA £'000 |
|
Bakery |
Juvela |
4,486 |
932 |
- |
- |
|
Plant Based Nutrition |
Pulsin and We Love Purely |
1,301 |
(26) |
- |
- |
|
Technical Services |
Market Rocket |
1,226 |
141 |
- |
- |
|
Administration |
Tooru / S-Ventures Acquisitions |
41 |
(711) |
- |
- |
|
Total |
|
7,054 |
336 |
- |
- |
Reconciliation of segmental EBITDA to loss before taxation:
|
|
£'000 |
|
Total segmental EBITDA |
336 |
|
Depreciation and amortisation |
(991) |
|
Finance income |
4 |
|
Finance costs |
(426) |
|
Exceptional costs |
(592) |
|
Loss before taxation |
(1,842) |
All revenue is generated in the United Kingdom. No geographical segmental analysis is therefore presented.
4. Investment Income
In the prior year, investment income of £203k comprised structured finance fees of £81k and other interest receivable of £122k, derived from the Company's investment portfolio during the period when it operated as an investment company. There was no investment income in the current year.
5. Operating Loss
The following have been charged in arriving at operating loss:
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Depreciation of owned property, plant and equipment |
115 |
- |
|
Depreciation of right-of-use assets |
207 |
- |
|
Amortisation of intangible assets |
1,005 |
- |
|
Total depreciation and amortisation |
1,328 |
- |
|
Auditor's remuneration - audit of the Group financial statements |
125 |
35 |
|
Auditor's remuneration - prior year auditor (PKF Littlejohn LLP) |
- |
- |
|
Operating lease charges (short-term and low-value leases) |
42 |
- |
Staff costs
The aggregate remuneration of all employees (including directors) comprised:
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Wages and salaries |
4,218 |
129 |
|
Social security costs |
- |
14 |
|
Directors' emoluments |
361 |
179 |
|
Total staff costs |
4,579 |
193 |
Directors' emoluments above represent amounts paid to the directors of Tooru plc. The highest paid director received total emoluments of £117k (prior year: £85k). Full details of directors' remuneration, including share options, are set out in the Directors' Remuneration Report.
The average number of employees (including directors) during the post-acquisition trading period was approximately 85 (prior year: 4).
6. Exceptional Items
Exceptional items are those that, in management's judgement, are material in size or unusual in nature and require separate presentation.
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Acquisition transaction costs - Tooru plc |
|
|
|
Legal and professional fees |
343 |
- |
|
Audit and accountancy fees |
125 |
- |
|
Listing costs |
40 |
- |
|
Insurance (run-off D&O cover) |
17 |
- |
|
Printing costs |
12 |
- |
|
Total acquisition costs |
538 |
- |
|
|
|
|
|
Pulsin factory closure costs |
|
|
|
Redundancy payments |
27 |
- |
|
Dilapidations and factory closure costs |
27 |
- |
|
Total factory closure costs |
54 |
- |
|
|
|
|
|
Total exceptional items |
592 |
- |
Acquisition transaction costs comprise legal and professional fees, audit and accountancy fees, listing costs, insurance and printing costs directly attributable to the acquisition completed on 28 May 2025. These costs are not expected to recur.
The Pulsin factory closure costs relate to the closure of Pulsin Limited's manufacturing facility in Gloucester, following a strategic decision to move to an outsourced manufacturing model.
7. Finance Income and Costs
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Finance income: |
|
|
|
Bank interest receivable |
4 |
- |
|
Finance costs: |
|
|
|
Interest on lease liabilities (IFRS 16) |
75 |
- |
|
Interest on borrowings |
351 |
- |
|
Total finance costs |
426 |
- |
|
Net finance costs |
(422) |
- |
8. Taxation
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Current tax: |
|
|
|
UK corporation tax recoverable |
68 |
- |
|
Total tax credit per income statement |
68 |
- |
Tax rate reconciliation
|
|
£'000 |
|
Loss before tax |
(1,842) |
|
Tax at standard UK rate of 25% (2024: 25%) |
461 |
|
Expenses not deductible for tax purposes |
(148) |
|
Deferred tax asset not recognised on losses carried forward |
(524) |
|
UK corporation tax recoverable |
68 |
|
Other adjustments |
16 |
|
Total tax credit per income statement |
68 |
No deferred tax asset has been recognised in respect of unutilised tax losses given uncertainty as to the timing and quantum of future taxable profits.
At 31 December 2025, the Group had cumulative unused tax losses available to carry forward against future taxable profits of approximately £8,406,000 (2024: £5,206,000), comprising revenue losses of approximately £8,207,000 and capital losses of approximately £199,000. A potential deferred tax asset of approximately £2,102,000 (at 25%) in respect of these losses has not been recognised.
9. Loss per Share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year. As the Group is reporting a loss, all potentially dilutive instruments are anti-dilutive and have been excluded; accordingly diluted loss per share equals basic loss per share.
|
|
31 December 2025 |
31 December 2024 |
|
Loss attributable to equity holders (£'000) |
(1,773) |
(1,046) |
|
Weighted average shares in issue |
1,678,346,933 |
775,400,000 |
|
Basic loss per share (pence) |
(0.106) |
(0.135) |
|
Diluted loss per share (pence) |
(0.106) |
(0.135) |
There are warrants outstanding over 327,783,971 ordinary shares (2024: nil). These are anti-dilutive as the Group is loss-making and have been excluded from the diluted loss per share calculation.
10. Acquisitions
Acquisition of S-Ventures trading group
On 28 May 2025 (the "Acquisition Date"), Tooru plc completed the acquisition of the trading subsidiaries of S-Ventures plc (the "Acquired Group"). The Acquired Group comprised Juvela Limited, Market Rocket Limited, We Love Purely Limited (85.1% owned), Pulsin Limited and S-Ventures Acquisitions Limited.
The transaction was effected by way of the acquisition of the trading subsidiaries of S-Ventures plc in consideration for the issue of new ordinary shares in Tooru plc to the shareholders of S-Ventures plc and the assumption of its borrowings and trade debts.
The acquisition has been accounted for using the acquisition method under IFRS 3 Business Combinations. The fair values attributed to the identifiable assets and liabilities at the Acquisition Date are set out below. The purchase price allocation may be subject to finalisation within the twelve-month measurement period permitted under IFRS 3.
|
Fair values of assets and liabilities acquired |
£'000 |
|
Non-current assets |
|
|
Intangible assets (customer relationships, brands and technology) |
6,748 |
|
Property, plant and equipment |
1,173 |
|
Right-of-use assets |
1,330 |
|
Investments |
739 |
|
Current assets |
|
|
Inventories |
655 |
|
Trade and other receivables |
2,704 |
|
Cash and cash equivalents |
255 |
|
Total assets acquired |
13,604 |
|
Liabilities assumed |
|
|
Borrowings |
4,440 |
|
Lease liabilities (within subsidiaries) |
183 |
|
Trade and other payables |
5,069 |
|
Total liabilities assumed |
9,692 |
|
Net assets acquired |
4,314 |
|
Goodwill arising on acquisition |
44 |
|
Total consideration |
4,358 |
|
|
|
|
Consideration comprised shares issued to S-Ventures plc shareholders and to creditors and management of S-Ventures plc |
|
Goodwill of £44k represents the premium over the fair value of net assets acquired, reflecting the assembled workforce, expected synergies and other factors. Goodwill is attributable across the Bakery, Plant Based Nutrition and Technical Services segments.
Transaction costs of £538k incurred in connection with the acquisition have been expensed and disclosed as exceptional items (see Note 6).
The Acquired Group contributed revenue of £7,172k and EBITDA of £958k to the Group's results for the period from 28 May 2025 to 31 December 2025. The EBITDA contribution reflects the trading subsidiaries and excludes central administration costs.
11. Goodwill
|
|
£'000 |
|
At 1 January 2025 |
- |
|
Arising on acquisition (Note 10) |
44 |
|
Impairment charge |
(44) |
|
At 31 December 2025 |
- |
|
|
|
|
Net book value at 31 December 2025 |
- |
|
Net book value at 31 December 2024 |
- |
Goodwill of £44k arose on the acquisition of the S-Ventures trading group on 28 May 2025, representing the residual excess of the consideration over the fair value of the identifiable net assets acquired at the total entity level. Following the directors' impairment review, and reflecting the impairment of the investment in Market Rocket Limited, the full amount of £44k has been impaired to £nil in the year. The impairment charge is included within depreciation, amortisation and impairment in the consolidated statement of comprehensive income.
In arriving at the goodwill of £44k, the combination of S-Ventures Acquisitions Limited and Juvela Limited gave rise to a bargain purchase, which has been offset against the goodwill arising on the other acquired businesses to leave a net goodwill figure at the total entity level. The directors do not consider the bargain purchase to be material to the financial statements as a whole.
12. Intangible Assets
|
|
Brands & Customer Relationships £'000 |
Other £'000 |
Total £'000 |
|
Cost |
|
|
|
|
At 1 January 2025 |
- |
- |
- |
|
Additions on acquisition (Note 10) |
3,917 |
16 |
3,934 |
|
At 31 December 2025 |
3,917 |
16 |
3,934 |
|
|
|
|
|
|
Amortisation |
|
|
|
|
At 1 January 2025 |
- |
- |
- |
|
Charge for the year |
996 |
5 |
1,001 |
|
At 31 December 2025 |
996 |
5 |
1,001 |
|
|
|
|
|
|
Net book value at 31 December 2025 |
2,921 |
11 |
2,932 |
|
Net book value at 31 December 2024 |
- |
- |
- |
Intangible assets consist primarily of brands and customer relationships acquired as part of the acquisition. The dominant intangible relates to Juvela Limited's brand and customer relationships, reflecting Juvela's strong market position as a leading supplier of specialist gluten-free food products on prescription. Amortisation is charged on a straight-line basis over 15 years.
13. Property, Plant and Equipment
Owned assets
|
|
Plant & Machinery £'000 |
Fixtures & Fittings £'000 |
Total £'000 |
|
Cost |
|
|
|
|
At 1 January 2025 |
- |
- |
- |
|
Additions on acquisition (Note 10) |
900 |
273 |
1,173 |
|
At 31 December 2025 |
900 |
273 |
1,173 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
At 1 January 2025 |
- |
- |
- |
|
Charge for the year |
85 |
30 |
81 |
|
At 31 December 2025 |
85 |
30 |
81 |
|
|
|
|
|
|
Net book value at 31 December 2025 |
815 |
243 |
1,092 |
|
Net book value at 31 December 2024 |
- |
- |
- |
Right-of-use assets
|
|
Property £'000 |
Other £'000 |
Total £'000 |
|
Cost |
|
|
|
|
At 1 January 2025 |
- |
- |
- |
|
Additions on acquisition (Note 10) |
1,280 |
50 |
1,330 |
|
At 31 December 2025 |
1,280 |
50 |
1,330 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
At 1 January 2025 |
- |
- |
- |
|
Charge for the year |
191 |
16 |
153 |
|
At 31 December 2025 |
191 |
16 |
153 |
|
|
|
|
|
|
Net book value at 31 December 2025 |
1,089 |
35 |
1,178 |
|
Net book value at 31 December 2024 |
- |
- |
- |
Right-of-use assets relate principally to property leases held by Juvela Limited and Pulsin Limited. The weighted average remaining lease term for property right-of-use assets is approximately 5.5 years.
14. Investments
Investments of £430k (2024: £1,872k) comprise the Company's holdings in non-group quoted equity investments, classified as financial assets at fair value through profit or loss. The movement in the year is set out below.
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Opening carrying value |
1,872 |
1,910 |
|
Loan to S-Ventures plc reclassified to cost of acquisition of subsidiaries |
(1,200) |
- |
|
Repayment of Mindflair loan note in cash |
(64) |
- |
|
Mindflair loan note converted into quoted shares |
(33) |
- |
|
Loss on settlement of Mindflair loan note |
(4) |
- |
|
Additions - quoted shares received |
33 |
- |
|
Disposals at fair value |
- |
(913) |
|
Fair value movements in year |
(174) |
875 |
|
Closing carrying value |
430 |
1,872 |
The investment in subsidiary undertakings is eliminated on consolidation, and the consolidated balance sheet reflects only the Group's holdings in non-group quoted companies. During the year, the loan previously made to S-Ventures plc, which formed part of the arrangements to acquire the trading subsidiaries, was reclassified to the cost of acquisition of the subsidiaries. The Mindflair loan note was settled during the year through a combination of cash repayment, conversion into quoted shares and a small loss on settlement.
The investments are listed equity holdings measured at fair value through profit or loss. Fair value is determined by reference to quoted bid prices at the balance sheet date. The fair value movement recognised in the year is included within the fair value of investments adjustment in the consolidated statement of comprehensive income.
15. Inventories
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Raw materials and consumables |
412 |
- |
|
Work in progress |
68 |
- |
|
Finished goods and goods for resale |
174 |
- |
|
Total inventories |
744 |
- |
16. Trade and Other Receivables
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Trade receivables (gross) |
1,985 |
194 |
|
Less: expected credit loss allowance |
(42) |
- |
|
Net trade receivables |
1,943 |
194 |
|
Other receivables |
413 |
- |
|
Prepayments and accrued income |
348 |
- |
|
Total trade and other receivables |
2,736 |
194 |
17. Trade and Other Payables and Borrowings
Trade and other payables
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Trade payables |
2,842 |
219 |
|
Accruals and deferred income |
1,614 |
- |
|
Other payables and tax liabilities |
612 |
- |
|
Total trade and other payables |
5,108 |
219 |
Borrowings
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Current borrowings: |
|
|
|
Invoice financing facility - Pulsin Limited |
390 |
- |
|
Hire purchase obligations |
18 |
- |
|
Total current borrowings |
408 |
- |
|
|
|
|
|
Non-current borrowings: |
|
|
|
Acquisition loan - S-Ventures Acquisitions Limited |
3,930 |
- |
|
Term loans - Market Rocket Limited |
97 |
- |
|
Hire purchase obligations - We Love Purely Limited |
4 |
- |
|
Total non-current borrowings |
4,032 |
- |
|
Total borrowings |
4,440 |
- |
The acquisition loan in S-Ventures Acquisitions Limited of £3,930k relates to external debt utilised to fund the original acquisition of the trading subsidiaries by S-Ventures plc and was assumed by the Group on completion of the acquisition. It bears interest at a commercial rate and is repayable over approximately three years.
An invoice financing facility is operated by Pulsin Limited against eligible trade receivables. The facility is revolving in nature and is not committed beyond twelve months.
18. Lease Liabilities (IFRS 16)
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
At 1 January 2025 |
- |
- |
|
Recognised on acquisition |
183 |
- |
|
Interest charged to income statement (Note 7) |
75 |
- |
|
Payments made in year |
(75) |
- |
|
At 31 December 2025 |
183 |
- |
|
|
|
|
|
Current (within one year) |
124 |
- |
|
Non-current (more than one year) |
59 |
- |
|
Total lease liabilities |
183 |
- |
Leases recognised include property leases for manufacturing and office premises held by Juvela Limited and Pulsin Limited. The Group applies the recognition exemptions for short-term leases and leases of low-value assets.
19. Share Capital and Share Premium
|
|
Number of ordinary shares |
Share capital £'000 |
Share premium £'000 |
|
At 1 January 2024 |
775,400,000 |
78 |
1,568 |
|
Movements during the year |
- |
- |
- |
|
At 31 December 2024 |
775,400,000 |
78 |
1,568 |
|
|
|
|
|
|
Shares issued on acquisition (28 May 2025) |
902,946,933 |
90 |
6,375 |
|
At 31 December 2025 |
1,678,346,933 |
168 |
7,943 |
The Company had 1,678,346,933 ordinary shares of 0.01 pence each in issue at 31 December 2025 (2024: 775,400,000 shares). All ordinary shares rank equally and are entitled to one vote per share.
There are also warrants outstanding over 327,783,971 ordinary shares at 31 December 2025 (2024: 33,800,000 options over shares at an exercise price of 1.00p, expiring 12 February 2031).
20. Share-Based Payments
The share-based payment reserve represents the cumulative charge in respect of equity-settled share options and warrants granted to directors, employees and advisers, recognised under IFRS 2 Share-based Payments.
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
At 1 January |
201 |
201 |
|
Share-based payment charge for the year |
107 |
- |
|
At 31 December |
308 |
201 |
Share options granted to directors and employees are disclosed in the Directors' Remuneration Report. The charge for the year reflects the fair value of options and warrants granted, measured at grant date using the Black-Scholes option pricing model and expensed over the vesting period.
Warrants granted to advisers
In connection with the acquisition completed on 28 May 2025, the Company granted warrants to financial advisers as part of the consideration for advisory services provided on the transaction. The warrants outstanding at the year end were as follows:
|
Adviser warrant holder |
Number outstanding at 31 Dec 2025 |
Exercise price |
Vesting date |
Expiry date |
Fair value £ |
|
Beaumont Cornish Limited |
16,000,000 |
0.75p |
Various |
28 May 2028 |
8,135 |
|
Fortified Securities |
29,881,760 |
0.75p |
Various |
28 May 2028 |
15,194 |
|
|
45,881,760 |
|
|
|
23,329 |
The warrants were granted on 28 May 2025. The fair value of the adviser warrants of £23,329 has been treated as a cost of the acquisition transaction in accordance with IFRS 2. As the warrants were granted in connection with the issue of equity, the fair value has been recognised within equity and does not give rise to a charge in the consolidated statement of comprehensive income. There were no adviser warrants outstanding at 31 December 2024.
A further tranche of warrants over 66,666,666 ordinary shares, with an attributed fair value of £36,312, was conditional upon the Company taking up a loan facility. As that facility was not taken up, those warrants were never issued. The related amount of £36,312 has accordingly been reversed out of the share-based payment reserve and credited to the share premium account.
21. Related Party Transactions
Key management personnel
Total remuneration paid to key management personnel (being the directors of Tooru plc) during the year ended 31 December 2025 amounted to £361k (year ended 31 December 2024: £179k aggregate emoluments, plus social security costs of £14k, total £193k). Prior year amounts relate entirely to the four directors of the Company during its period as an investment company.
Intragroup transactions
All intragroup transactions, including management charges and intercompany loans between Tooru plc and its subsidiaries, have been eliminated in full on consolidation.
S-Ventures plc
Prior to the acquisition, the Acquired Group were subsidiaries of S-Ventures plc. There are no ongoing related party transactions with S-Ventures plc following completion of the acquisition on 28 May 2025.
Controlling party
There is no single controlling party of Tooru plc.
22. Financial Risk Management
Credit risk
The Group's exposure to credit risk arises primarily from trade receivables of £2,736k (2024: £194k). The Group manages credit risk through credit checks, setting credit limits and monitoring receivables.
Liquidity risk
At 31 December 2025, the Group had cash of £708k (2024: £2,352k) and available invoice financing facilities. Post year-end, the Group raised £980k gross proceeds from a share placing (Note 24).
Market risk (interest rate risk)
Borrowings at variable rates expose the Group to interest rate risk. A 1% increase in interest rates would increase annual finance costs by approximately £44k based on year-end borrowings.
Foreign currency risk
The Group's operations are substantially denominated in sterling. Exposure to foreign currency risk is considered immaterial.
23. Capital Commitments and Contingent Liabilities
The Group had no material capital commitments contracted for but not provided at 31 December 2025 (2024: nil). The directors are not aware of any contingent liabilities as at 31 December 2025.
24. Post Balance Sheet Events
On 11 February 2026, the Group raised gross proceeds of £980,000 from a placing and WRAP retail offering of its ordinary shares. The proceeds were used to provide additional working capital to the Group. This is a non-adjusting post balance sheet event.
25. Subsidiaries
The following subsidiaries were included in the consolidated financial statements at 31 December 2025. All are incorporated in England and Wales.
|
Name |
Activity |
% owned |
|
Juvela Limited |
Manufacture and sale of specialist gluten-free bakery products |
100% |
|
Market Rocket Limited |
Technical services |
100% |
|
S-Ventures Acquisitions Limited |
Holding company |
100% |
|
We Love Purely Limited |
Plant-based nutrition products |
85.1% |
|
Pulsin Limited |
Plant-based nutrition products |
100% |
All subsidiaries were acquired on 28 May 2025 as part of the acquisition. There were no subsidiary undertakings in the prior year comparative period.
Company Statement of Financial Position
As at 31 December 2025
Tooru plc - Company Number: 00269566
As permitted by s.408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The Company's loss for the financial year ended 31 December 2025 was £3,202k (year ended 31 December 2024: loss £1,046k). The loss for the current year includes exceptional costs of £538k relating to the acquisition (see Note 6).
The notes on pages 22 to 44 form an integral part of these financial statements.
|
ASSETS |
Note |
31 December 2025 £'000 |
|
31 December 2024 £'000 |
|
Non-current assets |
|
|
|
|
|
Investments in subsidiary undertakings |
A |
7,715 |
|
- |
|
Quoted investments at fair value |
B |
430 |
|
1,872 |
|
Total non-current assets |
|
8,145 |
|
1,872 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
C |
58 |
|
194 |
|
Amounts due from subsidiary undertakings |
C |
1,194 |
|
- |
|
Cash and cash equivalents |
|
224 |
|
2,352 |
|
Total current assets |
|
1,476 |
|
2,546 |
|
|
|
|
|
|
|
TOTAL ASSETS |
|
9,622 |
|
4,418 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Equity |
|
|
|
|
|
Called up share capital |
19 |
168 |
|
78 |
|
Share premium account |
19 |
7,943 |
|
1,568 |
|
Share-based payment reserve |
20 |
308 |
|
201 |
|
Retained earnings |
|
(852) |
|
2,350 |
|
TOTAL EQUITY |
|
7,566 |
|
4,197 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
D |
1,514 |
|
219 |
|
Amounts due to subsidiary undertakings |
D |
541 |
|
- |
|
Total current liabilities |
|
2,055 |
|
219 |
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
2,055 |
|
219 |
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
9,622 |
|
4,418 |
These financial statements were approved and authorised for issue by the Board of Directors on 30 June 2026 and signed on its behalf by:
Scott Livingston
Chief Executive Officer
Director | Company Number: 00269566
Date: 30 June 2026
Notes to the Company Financial Statements
For the year ended 31 December 2025
The Company financial statements have been prepared in accordance with FRS 101 Reduced Disclosure Framework, applying the recognition and measurement requirements of UK-adopted IFRS as described in Note 2. The Company has taken advantage of the exemption under s.408 of the Companies Act 2006 not to present a separate profit and loss account, and of the disclosure exemptions available under FRS 101, including the exemption from preparing a statement of cash flows.
A. Investments in Subsidiary Undertakings
Investments in subsidiary undertakings are stated at cost less any provision for impairment.
|
|
£'000 |
|
At 1 January 2025 - cost |
- |
|
Acquisition of S-Ventures group (28 May 2025) |
9,585 |
|
At 31 December 2025 - cost |
9,585 |
|
Provision for impairment - Market Rocket Limited |
(1,870) |
|
Net book value at 31 December 2025 |
7,715 |
|
Net book value at 31 December 2024 |
- |
The cost of £9,585k represents the fair value of the ordinary shares in Tooru plc issued as consideration for the acquisition of the S-Ventures trading group, adjusted for consolidation entries comprising the novation of intercompany balances, a correction to acquisition cost and S-Ventures creditors assumed by Tooru plc.
During the year, the directors reviewed the carrying value of the Company's investments in subsidiaries for impairment. As a result of this review, an impairment provision of £1,870k has been recognised against the Company's investment in Market Rocket Limited, reflecting a reassessment of its recoverable amount. The impairment is charged in the Company's own statement of comprehensive income. No impairment was considered necessary against the carrying value of the other subsidiary undertakings.
B. Quoted Investments
Quoted investments comprise the Company's holdings in non-group quoted equity investments, classified as financial assets at fair value through profit or loss. The movement in the year is set out below.
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Opening carrying value |
1,872 |
1,910 |
|
Loan to S-Ventures plc reclassified to cost of acquisition of subsidiaries |
(1,200) |
- |
|
Repayment of Mindflair loan note in cash |
(64) |
- |
|
Mindflair loan note converted into quoted shares |
(33) |
- |
|
Loss on settlement of Mindflair loan note |
(4) |
- |
|
Additions - quoted shares received |
33 |
- |
|
Disposals at fair value |
- |
(913) |
|
Fair value movement in year |
(174) |
875 |
|
Closing carrying value |
430 |
1,872 |
The investments are listed equity holdings measured at fair value through profit or loss, with fair value determined by reference to quoted bid prices at the balance sheet date. During the year, the loan previously made to S-Ventures plc, which formed part of the arrangements to acquire the trading subsidiaries, was reclassified to the cost of acquisition of the subsidiaries. The Mindflair loan note was settled during the year through a combination of cash repayment, conversion into quoted shares and a small loss on settlement.
C. Receivables
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Trade and other receivables |
58 |
194 |
|
Amounts due from subsidiary undertakings |
1,194 |
- |
|
Total |
1,252 |
194 |
Amounts due from subsidiary undertakings are unsecured, repayable on demand and bear interest at a commercial rate. The directors consider these balances to be recoverable in full.
D. Payables
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Trade and other payables |
1,514 |
219 |
|
Amounts due to subsidiary undertakings |
541 |
- |
|
Total |
2,055 |
219 |
E. Related Party Transactions and Controlling Party
The Company has taken advantage of the exemption under IAS 24 not to disclose transactions with wholly-owned subsidiary undertakings that are eliminated on consolidation. Transactions with key management personnel are disclosed in Note 21. There is no single controlling party of Tooru plc.
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