Interim Results and Name Change to Molecule Group

Vulcan Two Group PLC

29 September 2026

 

29 September 2026

Vulcan Two Group plc

(the "Company", the “Group” or "Vulcan Two")

Interim Results and name change to Molecule Group plc

Significant progress towards building a scalable integrated UK ePharmacy platform

Vulcan Two Group plc, (AIM: VUL) the Company building a leading regulated UK ePharmacy through buy-and-build, is pleased to announce its half year results for the six months ended 30 June 2026 and its change of name to Molecule Group plc.

Molecule launch and Company name change. One Group, One Brand:

	Molecule brand launched, creating a single identity across the Group’s consumer, veterinary and professional healthcare channels.
	Company name to change to Molecule Group plc and ticker to MOL, reflecting the Group’s progress into an integrated ePharmacy platform. This change is expected to be effective in the coming days.
	New B2C website molecule.co.uk, bringing together a new Molecule clinic, an enhanced over-the-counter range and our veterinary offering in a single portal.
	New investor relations website will be: investors.molecule.co.uk

Financial update

	Reported revenues of £10.0m for the period from completion of the Acquisitions on 19 March 2026 to 30 June 2026. Gross profit across the businesses of £2.2m (22% gross margin).
		Revenues by Product were Weight Loss 29%, General Healthcare 49% and Veterinary 22%.
		Reported adjusted EBITDA loss of (£0.6m) reflecting six months of central costs and 3.3 months of revenues and acquired company costs (company was a cash shell until 19 March acquisitions). Reported loss before tax of £4.1m primarily due to pre-acquisition costs and non-recurring acquisition costs.
	Pro-forma Revenues of £19.9m for the six months ended 30 June 2026. Gross profit of £4.1m (21% gross margin).
		Revenues by Product were Weight Loss 33%, General Healthcare 44% and Veterinary 23%.
		Pro-forma adjusted EBITDA of £0.5m for the six month period. Pro-forma loss before tax of £1.9m primarily due to non-recurring acquisition costs.
	Sales growth has been strong in the general healthcare sector, particularly in women’s health and ADHD medications. As previously announced, as part of the initial integration process, the Company rationalised a small number of lower-margin, higher credit-risk clinics in the period, primarily in the Weight Loss sector.
	85% of revenues now generated from customers paying at the point of order, providing strong cash conversion and minimal exposure to bad debts.
	Strong balance sheet as at 30 June 2026, with cash balances of approximately £5.7m

Strategic and Operational highlights

	Integration of CloudRx, Webmed and Hyperdrug progressing with Webmed fulfilment transferred to CloudRx, rationalising purchasing, stockholding and despatch.
	New 22,000 sq ft distribution facility in Leeds remains on target to be fully operational by early December.
	Enterprise resource planning ("ERP") system, being integrated with operations and will facilitate efficient stock management and order fulfilment to enable same day or next day delivery, is also on target to be fully operational in December.
	Good progress in transferring its CloudRx API driven B2B platform into the Hyperdrug veterinary business.
	Executive team strengthened through appointments of Keith Butcher as Chief Financial Officer and Declan Lismore as Chief Pharmacy Officer.
	Significantly strengthened the Group’s sales and marketing capabilities, including the establishment of a dedicated B2B sales team to drive growth across its diversified customer base.
	All staff to be based in the new Leeds operational and distribution centre from Q4.

Summary and Outlook

	2026 remains a year of investment and integration as the Group builds its single brand scalable platform, with the distribution centre completion and ERP system implementation on track for Q4.
	The Board remains confident in the Company’s growth strategy and believes the Group is well positioned to capitalise on the opportunities in the UK ePharmacy market.

Michael Kraftman, Chief Executive Officer of Vulcan Two, commented: “The first half marked Vulcan Two’s transformation into an operating ePharmacy Group, bringing three founder-led businesses together onto a single platform. The actions we took, included transferring Webmed's fulfilment to CloudRx and stepping away from lower-margin, higher credit-risk customers. While some of these reduced revenue in the near term, it has left the Group with a higher-quality, more sustainable base. More than 85% of revenues now come from customers who pay at the point of order.

“Today marks the launch of Molecule, our new brand, and our imminent renaming as Molecule Group plc, trading under the ticker MOL. Molecule tested exceptionally well with both consumers and clinicians and gives us a single identity across our consumer, veterinary and professional channels. Our new consumer website, molecule.co.uk, brings together an enhanced over-the-counter range, a new Molecule clinic with a streamlined prescribing flow for patients, and the rebranded Hyperdrug veterinary offering. The remainder of Webmed's treatment range will follow by the year end.

"With our Leeds distribution centre and ERP system expected to go live in early December, we are building a group with one brand, one website, one distribution centre and one ERP: a strong platform from which to accelerate organic growth and integrate further acquisitions in 2027 and beyond."

The information contained within this Announcement is deemed by Vulcan Two Group plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

For further information please contact:

Vulcan Two Group plc Michael Kraftman, Chief Executive Officer Keith Butcher, Chief Financial Officer Brendan O'Brien, Chief Operating Officer www.vulcantwo.com	[e-mail]
Canaccord Genuity Limited (Nominated Adviser and Sole Broker) Simon Bridges / Harry Pardoe / Elizabeth Halley-Stott	[phone]
Alma Strategic Communications (Financial PR) Justine James / Sam Modlin / Will Merison	[phone] [e-mail] [e-mail]

Notes to Editors

Vulcan Two Group plc (AIM:VUL) is creating the UK's leading regulated ePharmacy platform, through its disciplined buy-and-build strategy. Following the acquisitions of CloudRx, Webmed and Hyperdrug in March 2026, the Group has established a diversified platform spanning B2B prescription fulfilment and B2C digital pharmacy services, with a high proportion of recurring revenues and strong cash generation. Future growth is expected to be supported through the acquisition of complementary businesses, expansion into new sectors or markets, and investment in long-term assets.

The Group is led by an experienced management team with deep healthcare, eCommerce and buy-and-build expertise.

For more information, visit www.vulcantwo.com  

CEO Statement

These are the first interim results in which we report as an operating group. Since completing the acquisitions of CloudRx, Webmed and Hyperdrug on 19 March 2026, our focus has been on bringing three founder-led businesses together onto a single platform, and the first half was largely defined by that work. The financial results for the period reflect a business in transition and are covered in the Financial Review.

The UK ePharmacy market continues to benefit from supportive long-term structural drivers. Pressure on NHS capacity, increasing waiting times for diagnosis and treatment, and growing consumer demand for convenience and digital healthcare are continuing to support demand for regulated online pharmacy services. We believe these trends create a significant opportunity for a scaled, technology-enabled platform capable of serving both patients and healthcare professionals.

Our trading update in August set out the initial actions we have taken: transferring Webmed’s fulfilment to CloudRx, stepping away from a small number of lower-margin, higher credit-risk customers, strengthening the executive team and consolidating our workforce. More than 85% of revenues are now derived from customers who pay at the point of order, and we ended the period with approximately £5.7 million of cash. While some of those actions reduced revenue in the near term, they were the right decisions and have left the Group with a higher-quality, more sustainable base from which to grow.

While integration has been our principal focus during the period, we have also seen encouraging trading momentum in a number of areas, particularly within general healthcare where demand has been strong in categories such as women's health and ADHD treatments.

Molecule: a new name, brand and website

Today we launch our new brand, Molecule, and imminently the Company will be renamed Molecule Group plc, trading under the ticker MOL. The brand, which is protected by registered trademarks, tested exceptionally well in market research with both consumers and clinicians. Molecule gives us a single identity across our consumer, veterinary and professional channels in place of a collection of acquired names, and a common focus for our marketing investment.

Alongside the brand we have launched our new B2C website at molecule.co.uk, which brings together:

•          A new Molecule clinic with a streamlined prescribing flow for patients, launched initially with weight loss and erectile dysfunction treatments which will ultimately incorporate the existing Webmed B2C business. We will add the remainder of Webmed’s treatment range by the end of the year, at which point the Webmed site will be integrated into molecule.co.uk.

•          An enhanced over-the-counter range, broadening what we can offer each customer. This will be continuously expanded, over the coming weeks and will also form the basis of the cross-sell offering we will introduce to our CloudRx B2B business, which has now become Molecule’s CloudRx service for prescribers.

•          Our veterinary business, rebranded from Hyperdrug and re-platformed, continuing to serve the veterinary market and forming the foundation of a B2B veterinary offering which we plan to launch early next year.

Together, this gives our direct-to-consumer business a single modern platform, a wider basket per customer and one place in which to invest in customer acquisition and retention.

Operational platform

A key objective since the acquisitions has been to build the infrastructure to support long term growth. Fit-out of our new 22,000 sq ft distribution centre in Leeds has progressed strongly, as has the implementation of our new ERP system. Both are planned to go live in early December.

Together these investments will consolidate fulfilment onto one site, provide a single view of stock and orders across the Group and support same-day or next-day despatch. Just as importantly, they will also provide the capacity and scalability required to support future acquisitions, enabling us to integrate additional businesses more efficiently and realise operational synergies more quickly.

Outlook

2026 remains a year of investment. As we said in August, operating costs are higher this year while legacy and new systems run in parallel, and those duplicated costs fall away in 2027. In return we are building a group with one brand, one website, one distribution centre and one ERP: a strong platform from which we can accelerate organic growth and absorb further acquisitions in 2027 and beyond.

The Board believes we are well positioned to benefit from the long-term growth of the UK ePharmacy market.  We have assembled a diversified platform, established the operational foundations to support future growth and continue to see a healthy pipeline of acquisition opportunities. We will continue to review those opportunities with discipline, remaining focussed on creating long-term value for shareholders.

I would like to thank our shareholders for their continued support, our clinician partners for their trust, and our colleagues across the Group, who have delivered an enormous amount of change in a short period while continuing to look after our customers and patients.

Michael Kraftman

Chief Executive Officer

28 September 2026

CFO Statement

Introduction

I am pleased to present my first interim report since joining the Group as CFO at the beginning of 2026.

These half year results cover a transformational period for Vulcan Two Group plc. Following its incorporation on 6 August 2025 and fundraise of £12.0 million in September 2025, the Company operated as a cash shell until 19 March 2026 when it raised a further £40.0 million and acquired three e-pharmaceutical businesses: CloudRx (B2B), Webmed (B2C) and Hyperdrug (Veterinary).

As a result, these are the first financial results presented for Vulcan Two as an operating group. The ‘reported’ Condensed Consolidated Statement of Comprehensive Income for the six month period to 30 June includes revenues from 19 March 2026, the date of acquisition. For ease of understanding we have also included ‘pro-forma’ results for the full six months to 30 June 2026 in the notes.

The Group's auditors, HaysMac LLP, have performed limited scope agreed-upon-procedures over the unaudited interim financial information and reported their findings to the Audit Committee.

Reporting Period ended 30 June 2026

For the Reporting Period to 30 June 2026 the key financial highlights were:

Fundraise and Transformational acquisitions

• Successful Placing for £40.0 million in March 2026 including support from multiple major UK institutional investors.

• Completed the transformational acquisition of three ePharmacy businesses: CloudRx, Webmed (digital pharmacies) and Hyperdrug (veterinary) on 19 March 2026, for a maximum consideration of £41.7 million.

• The Acquisitions created a diversified platform spanning B2B prescription fulfilment and B2C digital pharmacy services

Income statement analysis

Sales growth has been strong in the general healthcare sector, particularly in women’s health and ADHD medications. As part of the initial integration process, the Company rationalised a small number of lower-margin, higher credit-risk clinics in the period, primarily in the Weight Loss sector. 

85% of the Company’s revenues are now derived from customers who pay at the point of order, providing strong cash conversion and minimal exposure to bad debts.

Revenues and gross margin (reported and pro-forma)

Revenues of £10.0 million are for the three month 13 day period from the acquisitions on 19 March 2026 to 30 June 2026

• Revenues by Product were Weight Loss 29%, General Healthcare 49% and Veterinary 22%.

• Gross profit across the blended businesses of £2.2 million (22% gross margin).

Pro-forma revenues of £19.9 million for the six months from 1 January 2026 as if the acquired companies had been owned since that date.

• Revenues by Product were Weight Loss 33%, General Healthcare 44% and Veterinary 23%.

• Gross profit across the blended businesses of £4.1 million (21% gross margin).

Administrative expenses (excluding exceptional costs)

Opex (excluding exceptional costs) of £3.5 million in the six month period is primarily salaries, legal and professional fees, advertising, insurance and depreciation/amortisation. Legal and professional fees including accounting fees have been largely outsourced due to the early stage of the business. However, in house teams are being built and we expect legal and professional fees to reduce significantly in 2027.  Opex includes some double running costs in the period.

Exceptional non-recurring costs of £2.8 million - largely legal and accounting costs

£2.8 million of non-recurring exceptional costs which relate to the acquisitions of CloudRx, Hyperdrug and Webmed in March 2026. Major costs included legal and accounting DD fees, advisory fees and stamp duty.

Adjusted EBITDA and profit/loss before tax (reported and pro-forma)

Reported adjusted EBITDA loss of £0.6 million reflecting six months of central costs and 3.3 months of revenues and acquired company costs (company was a cash shell until 19 March acquisitions). Reported loss before tax of £4.1 million primarily due to pre-acquisition costs and non-recurring acquisition costs

Pro-forma adjusted EBITDA of £0.5 million for the six month period. Pro-forma loss before tax of £1.9 million primarily due to non-recurring acquisition costs.

Financial Position – key items

Cash balances of £5.7 million

The Company had a strong balance sheet at period end, with cash balances of approximately £5.7 million as at 30 June 2026.

Intangible assets £44.2 million (see note 6)

Intangible assets arose on the acquisition of CloudRx, Webmed and Hyperdrug in March 2026

• The acquired intangibles include Customer relationships, Trademarks, Proprietary software and Non Compete agreements

• Intangibles at period end made up of Goodwill (£27.2 million) Customer relationships (£12.9 million) and other intangibles (£4.2 million)

• Amortisation of acquired intangibles in the period was £0.6 million.

Cash flows

Cash balances at 30 June 2026 were £5.7 million. Major cash movements in the period included a £40.0 million fundraise in March 2026 followed immediately by the acquisitions of CloudRx, Webmed and Hyperdrug for £36.4 million cash. Other major outflows include approximately £5.0 million in acquisition related costs - including fundraise fees which were capitalised and other costs classed as exceptional in the income statement. Also cash costs relating to the fit out of the new warehouse facility and payments on account for the ERP system implementation.

The accounts for the Reporting Period are set out below in full in the Financial Statements.

Keith Butcher

Chief Financial Officer

28 September 2026

Condensed Consolidated Statement of Comprehensive Income

		Six months ended 30 June 2026		Six months ended 30 June 2025
	Note	£		£
Revenue		10,033,336		-
Cost of sales		(7,874,327)		-
Gross Profit		2,159,009		-
Administrative expenses		(3,469,936)		(79,892)
Exceptional costs		(2,773,887)		-
Loss from operations		(4,084,814)		(79,892)
Finance income		44,205		-
Finance expense		(25,469)		-
Loss before tax		(4,066,078)		(79,892)
Taxation		(137,329)		-
Loss for the period		(4,203,407)		(79,892)
Total other comprehensive income		-		-
Total comprehensive loss for the period		(4,203,407)		(79,892)
Earnings per share attributable to the ordinary equity holders of the company:
Basic and Diluted loss per share (£)	4	(0.2028)		(0.1031)

The results for the periods presented are derived from continuing operations.

There are no further items of comprehensive income other than those shown above.

The notes are an integral part of these Interim Financial Statements.

Condensed Consolidated Statement of Financial Position

		As at 30 June		As at 31 December
		2026		2025
	Note	£		£
Assets
Non-current assets
Intangible assets	6	44,218,128		-
Right-of-use assets		1,556,916		-
Property, plant and equipment		182,779		2,832
Total non-current assets		45,957,823		2,832
Current assets
Trade and other receivables	7	3,988,146		492,950
Inventories		1,358,375		-
Cash and cash equivalents	12	5,693,545		9,548,003
Total current assets		11,040,066		10,040,953
Total assets		56,997,889		10,043,785
Liabilities
Non-current liabilities
Lease liabilities	12	1,389,735		-
Deferred tax liabilities		4,257,894		-
Deferred consideration	12	344,159		-
Total non-current liabilities		5,991,788		-
Current liabilities
Trade and other payables	8	4,874,750		364,929
Lease liabilities	12	120,979		-
Current tax liabilities		1,567,940		-
Deferred consideration	12	189,564
Total current liabilities		6,753,233		364,929
Total liabilities		12,745,021		364,929
Net assets		44,252,868		9,678,856
Equity
Share capital	9	2,727,500		677,500
Share premium	9	46,881,956		10,229,510
Merger reserve	10	70,004		70,004
Share-based payment reserve	11	121,959		46,986
Accumulated losses	10	(5,548,551)		(1,345,144)
Total equity		44,252,868		9,678,856

The notes are an integral part of these Interim Financial Statements.

The Interim Financial Statements were approved and authorised by the Board of Directors on 28 September 2026 and signed on its behalf by:

Michael Kraftman    

Director 

Company registered number: 16632702

Condensed Consolidated Statement of Changes in Equity

		Share capital		Share premium		Capital reserve		Merger reserve		Share-based payment reserve		Accumulated losses		Total equity
	Note	£		£		£		£		£		£		£
As at 1 January 2025		-		-		9		-		-		(122,577)		(122,568)
Transactions with owners in their capacity as owners:
Issue of ordinary shares		650,000		11,400,000		-		-		-		-		12,050,000
Cost of Issue		-		(1,170,490)		-		-		-		-		(1,170,490)
Share-based payment		-		-		-		-		37,486		-		37,486
Share for share exchange		27,500		-		(9)		70,004		-		-		97,495
Issue of growth shares for cash		-		-		-		-		9,500		-		9,500
Total comprehensive loss for the year		-		-		-		-		-		(1,222,567)		(1,222,567)
As at 31 December 2025		677,500		10,229,510		-		70,004		46,986		(1,345,144)		9,678,856
Total comprehensive loss for the period		-		-		-		-		-		(4,203,407)		(4,203,407)
Transactions with owners in their capacity as owners:
Issue of ordinary shares for cash	9	2,000,000		38,000,000		-		-		-		-		40,000,000
Issue of ordinary shares for acquisition	9	50,000		950,000		-		-		-		-		1,000,000
Cost of Issue	9	-		(2,297,554)		-		-		-		-		(2,297,554)
Share-based payment	11	-		-		-		-		74,973		-		74,973
As at 30 June 2026		2,727,500		46,881,956		-		70,004		121,959		(5,548,551)		44,252,868

The notes are an integral part of these Interim Financial Statements.

Condensed Consolidated Statement of Changes in Cash Flows

		Six months ended 30 June		Six months ended 30 June
		2026		2025
	Note	£		£
Cash flows from operating activities
Loss before taxation		(4,066,078)		(79,892)
Adjusted for:
Depreciation		49,198		-
Amortisation		649,121		-
Finance income		(44,205)		-
Finance expense		25,469		-
Share-based payments	11	74,972		-
Operating cash flows before movements in working capital		(3,311,523)		(79,892)
Increase in trade and other receivables		(903,864)		(1,034)
Increase in inventory		(210,364)		-
(Decrease) / increase in trade and other payables		(1,364,539)		67,997
Cash used by operations		(5,790,290)		(12,929)
Income taxes		-		-
Net cash used in operating activities		(5,790,290)		(12,929)
Cash flows from investing activities
Purchase of subsidiary (net of cash)	13	(33,596,827)		-
Purchase of property, plant and equipment		(63,129)		-
Purchase of intangibles	6	(415,528)		-
Initial direct cost of ROU assets		(54,590)		-
Interest received		44,205		-
Net cash used by investing activities		(34,085,869)		-
Cash flows from financing activities
Ordinary shares issued for cash	9	40,000,000		-
Cost of shares issued	9	(2,297,554)
Interest on lease liabilities		(25,469)		-
Repayment of lease liabilities		(31,534)		-
Proceeds from borrowings		-		17,500
Repayment of debt principal		(1,623,742)		-
Net cash from financing activities		36,021,701		17,500
Net (decrease)/increase in cash and cash equivalents		(3,854,458)		4,571
Cash and cash equivalents at the beginning of the period		9,548,003		98
Cash and cash equivalents at the end of the period		5,693,545		4,669

The notes are an integral part of these Interim Financial Statements.

Notes to the Condensed Consolidated Financial Statements

1. General information

Vulcan Two Group Plc (the “Company”) is a public company limited by shares listed on the AIM market of the London Stock Exchange, incorporated and domiciled in England and Wales. The Company’s registered office is 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT.

In the reporting period, the principal activity of the Company and its subsidiaries (together referred to as the “Group”) was the acquisition and subsequent development of assets within a target sector or industry.

2. Material accounting policies

The principal accounting policies adopted in the preparation of the interim financial statements are set out below. The policies have been consistently applied to the periods presented. Amounts are presented in Great British Pounds (“£”) to the nearest whole number.

The Company is newly incorporated and the consolidated interim financial statements (“Interim Financial Statements”) for the six months ended 30 June 2026 are the first set of Interim Financial Statements for the newly formed Group. The comparatives for the financial period ended 30 June 2025 are those of Vulcan Two Ltd and the comparatives for the financial period ended 31 December 2025 are those of Vulcan Two Group plc. Further details can be found in the group reorganisation accounting policies.

1. Basis of preparation

The Interim Financial Statements for the six months ended 30 June 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting and are presented on a condensed basis.

The Interim Financial Statements do not include all the notes of the type normally included in an annual financial report. The Interim Financial Statements should be read in conjunction with the annual consolidated financial statements for the year-ended 31 December 2025, which were prepared in accordance with International Financial Reporting Standards (“IFRS”), and the public announcements made by the Company during the interim period.

The preparation of the Interim Financial Statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Interim Financial Statements, are disclosed in note 3.

The material accounting policies adopted in the preparation of the Interim Financial Statements are set out below. The policies have been consistently applied throughout the current and prior period presented.

2. Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The directors have considered the financial position of the Group and have reviewed forecasts and budgets for a period of at least 12 months following the approval of the financial statements.

As at 30 June 2026, the Group has net assets of £44,252,868, and a cash balance of £5,693,545. In March 2026, the Company successfully completed a £40 million equity placing and the acquisitions of CloudRx, Webmed, and Hyperdrug. As a result, the Group has transitioned from an investing entity to an operating Group with three established, complementary businesses operating across both professional (“B2B”) and consumer (“B2C”) channels. On a combined basis, these businesses generated £10.03 million of post-acquisition revenue from 19 March 2026 to 30 June 2026, with a significant proportion of recurring income. The acquired businesses are profitable, operate within regulated environments, and provide the Group with an established platform for future growth.

Following completion of the placing and acquisitions, the Group has significantly strengthened its liquidity position and capital base.

The directors have prepared updated forecasts for the enlarged group, incorporating the results of the acquired businesses, expected synergies, and ongoing operating costs. These forecasts demonstrate that the Group is expected to have sufficient financial resources to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. While the Group may pursue further acquisitions as part of its growth strategy, any such transactions would be subject to securing appropriate funding. The directors note that the successful March 2026 placing demonstrates access to capital markets; however, future funding availability cannot be guaranteed and remains outside the direct control of the Group.

3. New and amended standards and interpretations

Standards, amendments and interpretations effective and adopted by the Group:

IFRSs applicable to the Interim Financial Statements of the Group have been applied for the six months ended 30 June 2026 as well as for the comparative period.

In the period, the Group has applied the following amendment to IFRS Accounting Standards issued by the IASB which is mandatorily effective for the current accounting period. Its adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements:

•          Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

Standards, amendments and interpretations issued but not yet effective and have not been early adopted by the Company:

IFRS 18 Presentation and Disclosures in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) was issued by the International Accounting Standards Board in April 2024. IFRS 18 is effective on 1 January 2027 and is required to be applied retrospectively to comparative periods presented, with early adoption permitted. IFRS 18, upon adoption replaces IAS 1 Presentation of Financial Statements (“IAS 1”). IFRS 18 sets out new requirements focused on improving financial reporting by:

•          requiring additional defined structure to the statement of profit and loss (i.e. consolidated statement of income), to reduce diversity in the reporting, by requiring five categories (operating, investing, financing, income taxes and discontinued operations) and defined subtotals and totals (operating income, income before financing, income taxes and net income);

•          requiring disclosures in the Notes to the Condensed Consolidated Financial Statements about management-defined performance measures (i.e. non-IFRS measures); and

•          adding new principles for aggregation and disaggregation of information in the primary financial statements and notes.

IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit and loss’, due to the classification of certain income and expense items between the five categories of the consolidated statement of profit and loss. It might also change what an entity reports as operating activities, investing activities and financing activities within the statement of cash flows, due to the change in classification of certain cash flow items between these three categories of the cash flows statement. The Company is currently assessing the impact of adopting IFRS 18.

Other standards and amendments:

•          Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

•          Introduction of Subsidiaries without public accountability - IFRS 19: Subsidiaries without Public Accountability: Disclosures

4. Basis of consolidation

The consolidated interim financial statements comprise the Interim Financial Statements of the Company and its subsidiaries as at 30 June 2026 and each relevant period end date.

Control is achieved when the Group has rights to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the investor’s returns. Specifically, the Group controls an investee if, and only if, the Group has:

-           Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

-           Exposure, or rights to variable returns from its involvement with the investee; and

-           The ability to use its power over the investee to affect its returns

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of the subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in ownership interest of a subsidiary, without a change in control, is accounted for as an equity transaction.

5. Group reorganisation

On 21 August 2025, the Company acquired the entire shareholding of Vulcan Two Ltd by way of a share for share exchange. The insertion of the Company on top of the existing subsidiary does not constitute a business combination under IFRS 3 “Business Combinations” and instead has been accounted for as a common control transaction. Merger accounting has been used to account for this transaction.

Under merger accounting principles, the assets and liabilities of the subsidiary are consolidated at book value in the Group Interim Financial Statements and the consolidated reserves of the Group have been adjusted to reflect the statutory share capital of the Company with the difference presented as the merger reserve.

On 19 March 2026, Vulcan Two Ltd completed the acquisition of 100% of the issued share capital of CloudRx Holdings Limited (and its subsidiary CloudRx Ltd), Webmed Pharmacy Limited, and Hyperdrug Pharmaceutical Limited, forming a complementary ePharmacy platform operating across both B2B and B2C channels.

The acquisitions are accounted for as business combinations under IFRS 3 in the Interim Financial Statements for the six months ended 30 June 2026. Further details can be found in note 13.

6. Revenue recognition

The Group consists of the Company, Vulcan Two Ltd and Vulcan Two’s three wholly owned subsidiaries: CloudRx, Hyperdrug and Webmed.

The Group generates revenue from the activities of its subsidiaries.

To determine whether to recognise revenue, the Group follows the 5-step process as set out within IFRS 15:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

5. Recognising revenue when/as performance obligation(s) are satisfied.

The revenue and profits recognised in any period are based upon the delivery of performance obligations and an assessment of when services are delivered to the customer.

CloudRx

The Company’s revenue arises from the supply and delivery of prescription medications. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods provided in the normal course of business. Revenue is recognised on sales in the period in which the corresponding order is placed, at which point products purchased are allocated to that customer. There is typically no more than one day between the point when an order is placed and when the goods are received by the customer and the difference between the two in financial terms is not material. Revenue that relates to commissions paid to prescribers is recognised gross in the statement of comprehensive income where the Company is primarily responsible for delivery of the prescription medication and is considered the principal in the transaction. Revenue from prescriber fees charged on behalf of the prescribers is recognised net of the related expense.

Hyperdrug

Hyperdrug is a Direct to Consumer (“D2C”) digital pharmacy and online pet store, dispensing and distributing veterinary and human medications, as well as a wide range of animal products and accessories. The Company’s revenue arises from the sale of medications direct to consumers. Revenue is recognised on sales in the period in which the corresponding order is placed, at which point products purchased are allocated to that customer. There is typically no more than one day between the point when an order is placed and when the goods are received by the customer and the difference between the two in financial terms is not material.

Webmed

Revenue comprises sale of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction of actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Revenue is recognised on sales in the period in which the corresponding order is placed, at which point products purchased are allocated to that customer. There is typically no more than one day between the point when an order is placed and when the goods are received by the customer and the difference between the two in financial terms is not material.

7. Finance income

Finance income comprises interest received on bank balances and is recognised in the statement of comprehensive income when it is earned.

8. Taxation

Corporation tax for the year presented comprises current and deferred tax.

Current tax

Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated by using tax rates that are enacted or substantively enacted by the end of each reporting period.

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 and is accounted for using the balance sheet liability method.

Deferred tax is calculated at the tax rates that have been enacted or substantively enacted and are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to the statement of comprehensive income, 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 are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Judgement is applied in making assumptions about future taxable income, recognition of deferred tax assets, as well as the anticipated timing of the utilisation of the losses of the Company.

9. Property, plant and equipment

Property, plant and equipment is carried at cost less accumulated depreciation and provision for impairment. Depreciation is calculated to write down the cost of the assets less estimated residual value over its expected useful life on a straight-line basis as follows:

-          Computer equipment – 4-6 years

-          Fixtures and fittings – 5-50 years

-          Manufacturing equipment – 6-50 years

-          Office equipment – 4-6 years

10. Intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The acquired intangibles are as follows:

1.        Customer relationships

Customer relationships intangible is the allocated fair value of the customer relationships of the acquired companies.

2.        Trademarks

The tradenames of each Company acquired are considered value drivers and as such have been recognised as intangible assets.

3.        Proprietary software (RxCore)

RxCore is CloudRx’s pharmacy administration system and is considered a technology based intangible asset.

4.        Non-Compete Agreement

For CloudRx, Clause 12 of the share purchase agreement establishes a restrictive covenant prohibiting the Seller from competing with the Company for a period of three years following the acquisition (the “Non-Compete Agreement”).

The useful economic lives and valuation methods used for valuing each intangible asset are as follows:

Intangible asset	Useful economic life	Valuation method
Customer relationships	Up to 12 years	Excess Earnings method
Trademarks	Up to 5 years	Royalty Savings method
Proprietary software (RxCore)	Up to 10 years	Replacement Cost method
Non-Compete Agreement	3 years	With and Without method

Below is an explanation of each valuation method used:

The Excess Earnings Method

The Excess Earnings Method is a derivation of the discounted cash flow method that is an income-based valuation approach which estimates the value of an asset based on the present value of its expected future cashflows.

Royalty Savings (Relief from Royalty) Method

Under the relief from royalty method, it is assumed that a company, without similar assets, would license the right to use specific assets, such as a brand name, production method, or a technology, from a third party. This method involves analysing royalties paid as a percentage of annual revenue by companies in similar industries to license similar assets. The methodology calculates the present value of benefits the company receives from not having to pay a license to a third party as a result of being the owner of the relevant intangible asset.

With and Without Method

The With and Without Method is a specific application of the Income Approach used to value intangible assets when the cash flows of a business can be estimated with and without the asset being in place. The premise associated with this technique is that the fair value of an asset is represented by the difference in present value of the after-tax cash flows of the business assuming the intangible asset is in place, and the present value of the after-tax cash flows of the business assuming the absence of the intangible asset.

Replacement Cost Method

The Replacement Cost Method attempts to capture the effort required to develop a similar technology-based asset as at the Valuation Date.

11. Goodwill

Goodwill represents the amount by which the fair value of the cost of a business combination exceeds the fair value of the net assets acquired. Goodwill is not amortised and is stated as cost less any accumulated impairment losses.

Goodwill itself does not have a standalone recoverable amount; it is allocated to CGUs/groups of CGUs for impairment testing. The recoverable amount of goodwill is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognised immediately in the income statement.

12. Cash and cash equivalents

Cash and cash equivalents are financial assets and include cash at bank and in hand and short term highly liquid deposits which are subject to an insignificant risk of changes in value.

13. Leases

The Group as lessee

Short-term leases or leases of low value are subject to elective exemptions and therefore can be recognised as an expense on a straight-line basis over the term of the lease.

The Group recognises right-of-use assets under lease agreements in which it is the lessee. The underlying assets mainly comprise property and are used in the normal course of business.  The right-of-use assets comprise the initial measurement of the corresponding lease liability payments made at or before the commencement day as well as any initial direct costs and an estimate of costs to be incurred in dismantling the asset.  Lease incentives are deducted from the cost of the right-of-use asset.  The corresponding lease liability is included in the consolidated statement of financial position as a lease liability.

The right-of-use asset is depreciated over the lease-term and if necessary impaired in accordance with applicable standards. The lease liability is initially measured at the present value of the lease payments that are not paid at that date, discounted using the rate implicit in the lease. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (application of the effective interest method) and by reducing the carrying amount to reflect the lease payments made. No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges.

14. Financial assets

All financial assets are recognised in the statement of financial position when the Company becomes a party to the contractual provision of the instrument.

Financial assets measured at amortised cost

The Company’s financial assets measured at amortised cost comprise trade and other receivables, and cash and cash equivalents.

The Company assesses on a forward-looking basis the expected credit losses associated with its receivables carried at amortised cost. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses.

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand.

15. Financial liabilities

All financial liabilities are recognised in the statement of financial position when the Company becomes a party to the contractual provision of the instrument.

Financial liabilities measured at amortised cost

The Company’s financial liabilities measured at amortised cost comprise trade and other payables, and related party borrowings.

These financial liabilities are initially measured at fair value net of any transaction costs directly attributable to the issue of the instrument and are subsequently measured at amortised cost using the effective interest rate method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability to the amortised cost of a financial liability.

16. Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in stated capital as a deduction from the proceeds.

17. Share-based payments

The Group has a long-term incentive plan actioned through the issue of Growth Shares.

Equity-settled share-based payments to employees are measured at the fair value of the equity instrument at the grant date. The fair value determined at grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions.

The impact of the revision of the original estimates, if any, is recognised in the profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. Long term incentive options that have been issued by the Group have been valued under the Monte Carlo model to evaluate any provision that may be required to set against the reserves of the Group. The share-based payment expense has been calculated and detailed per the notes to the condensed consolidated financial statements.

3. Critical accounting estimates and judgements

In the application of the accounting policies, which are described in note 2, the directors of the Company are required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience, expectations of future events and other factors that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the revision is made.

Identifiable assets acquired and liabilities assumed

As required by IFRS 3, the Group measures the identifiable assets acquired and liabilities assumed on the acquisition in the period at their fair value on acquisition.

The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of the business, the acquisition of branding, customer relationships, and intellectual property, whether arising from separate purchases or from the acquisition as part of the business combination, and development expenditure, which is expected to generate future economic benefits, are based, to a considerable extent, on management’s estimations. Independent specialists were engaged to review the assessment.

The fair value of these assets is determined by discounting estimated future net cash flows the asset is expected to generate where no active market for the asset exists. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets.

Valuation of Incentive Scheme

The Company has issued Growth Shares as part of the creation of a long-term incentive scheme which is valued using a Monte Carlo model. This model requires estimation and judgement surrounding the inputs of exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Growth Shares.

Allocation of initial public offering (“IPO”) transaction costs

Judgement has been applied in determining the allocation of IPO related costs between equity and the statement of comprehensive income in accordance with IAS 32. Where costs were not directly able to be attributable solely to the issuance of new shares or to listing activities, management allocated such jointly attributable costs using a ratio based on the proportion of new shares issued as part of the IPO relative to total shares in issue following admission. This approach reflects the relative significance of the capital raise compared to the overall transaction and is considered to provide a rational and consistent basis for allocation in the year.

Assessment of contingent liabilities

Management has exercised judgement in evaluating the Company’s contractual obligations under the Chrystal Capital Partners LLP engagement letter, including specifically the interpretation of commission triggers and the applicability of such terms to the IPO and future fundraises. This assessment incorporates external legal advice and consideration of ongoing legal proceedings. Based on this analysis, management has concluded that no commission is payable and that the probability of outflow is remote, therefore, no provision has been recognised.

4. Loss per share

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. The Growth Shares will be potentially dilutive once vested and exercisable, however as the entity is currently loss making, these are anti-dilutive and should not be considered. For the comparative period, the weighted average number of shares has been based on the number of shares in issue immediately prior to AIM admission, as the Group did not exist in its current form. This approach has been adopted to provide a meaningful and consistent basis for presentation of loss per share.

	Six months ended 30 June 2026		Six months ended 30 June 2025
Loss for the period (£)	(4,203,407)		(79,892)
Weighted average number of shares	20,727,778		775,000
Basic and diluted loss per share (£)	(0.2028)		(0.1031)

5. Reconciliation of adjusted EBITDA to loss for the period

Management has presented the performance measure adjusted EBITDA because it monitors performance at a consolidated level and believes that this measure is relevant to an understanding of the Group’s financial performance. Adjusted EBITDA represents profit before interest, tax, depreciation and amortisation, adjusted for exceptional, non-recurring items that management considers not to be indicative of the underlying operational performance of the business.

Adjusted EBITDA is not a defined performance measure in IFRS Accounting Standards. The Group’s definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

	Six months ended 30 June 2026		Six months ended 30 June 2025
Loss for the period	(4,203,407)		(79,892)
Income tax expense	137,329		-
Loss before tax	(4,066,078)		(79,892)
Adjustments for:
Finance income	(44,205)		-
Finance costs	25,469		-
Depreciation	49,198		-
Amortisation	649,121		-
Exceptional costs	2,773,887		-
Adjusted EBITDA	(612,608)		(79,892)

The Group incurred exceptional costs of £2,773,887 in the period relating to the acquisition and integration of CloudRx, Webmed, and Hyperdrug, including legal and accounting DD fees, advisory fees and stamp duty. Amortisation of £649,121 primarily relates to intangible assets associated with the three acquisitions.

6.  Intangible assets

	Goodwill		Customer Relationships		Trademark		Computer Software not available for use		Non-Compete agreement		Total
	£		£		£		£		£		£
Cost
At 1 January 2026	-		-		-		-		-		-
Additions – acquired through business combinations	27,161,721		13,200,000		170,000		1,380,000		2,540,000		44,451,721
Additions	-		-		109,996		305,532		-		415,528
Disposals	-		-		-		-		-		-
At 30 June 2026	27,161,721		13,200,000		279,996		1,685,532		2,540,000		44,867,249
Amortisation
At 1 January 2026	-		-		-		-		-		-
Charge for the period	-		(334,935)		(9,595)		(65,669)		(238,922)		(649,121)
Disposals	-		-		-		-		-		-
At 30 June 2026	-		(334,935)		(9,595)		(65,669)		(238,922)		(649,121)
Carrying amount
At 30 June 2026	27,161,721		12,865,065		270,401		1,619,863		2,301,078		44,218,128

7.  Trade and other receivables

	As at		As at
	30 June		31 December
	2026		2025
Amounts falling due within one year:	£		£
Trade receivables	1,129,290		-
Prepayments	947,814		224,843
Other debtors	569,618		-
VAT receivable	1,341,424		268,107
	3,988,146		492,950

8.  Trade and other payables

	As at		As at
	30 June		31 December
	2026		2025
Amounts falling due within one year:	£		£
Trade payables	3,919,130		142,497
Accruals	834,976		196,381
Other taxation and social security	120,644		26,051
	4,874,750		364,929

9. Ordinary share capital and share premium

Authorised, called up and fully paid	As at 30 June 2026		As at 30 June 2026		As at 31 December 2025		As at 31 December 2025
	No.		£		No.		£
Authorised, called up and fully paid
Ordinary shares of £0.1 each	27,275,000		2,727,500		6,775,000		677,500
	27,275,000		2,727,500		6,775,000		677,500

	Shares		Share capital
	No.		£
As at 1 January 2026	6,775,000		677,500
Ordinary shares issued	20,500,000		2,050,000
As at 30 June 2026	27,275,000		2,727,500

The Interim Financial Statements have been prepared applying merger accounting principles, under which the share capital is presented as if the Group structure had always been in place. Accordingly, the current period share capital is not directly comparable to the prior period.

During the six months ended 30 June 2026, 20,500,000 ordinary shares of a nominal value of £0.10 were issued for £2.00 to a total value of £41,000,000, consisting of £40,000,000 gross cash proceeds and £1,000,000 shares issued as consideration. Issue costs directly attributable to the issue were £2,297,554. As these costs are deemed incremental to the issue of these shares, this cost has been recognised as a deduction in equity.

Share for share exchange

On 21 August 2025, following a share purchase agreement, Vulcan Two Group Plc acquired the entire issued share capital of Vulcan Two Ltd (9,750,400 £0.01 ordinary shares) from the shareholders.

In consideration, Vulcan Two Group Plc issued 275,000 £0.10 ordinary shares to the shareholders, pro-rated to their shareholding in the Vulcan Two Ltd.

As a result, the share capital of Vulcan Two Group Plc increased to £77,500 (775,000 £0.10 ordinary shares) with Michael Kraftman owning 465,000 £0.10 ordinary shares (60%), and Brendan O’Brien owning 310,000 £0.10 ordinary shares (40%).

10. Reserves

Merger reserve

The difference between the nominal value of shares acquired by the Company in the share for share exchange with Vulcan Two Ltd and the nominal value of shares issued to acquire them on 21 August 2025.

Accumulated losses

Cumulative losses recognised in the condensed consolidated statement of comprehensive income.

Share based payment reserve

The share-based payment reserve is the cumulative amount recognised in relation to the equity-settled share-based payment scheme as further described in note 11.

11. Share-based payments and share schemes

Holdings

Michael Kraftman, Brendan O’Brien and Simon Carter were issued Growth Shares on 2 September 2025. The following shares were in issue at 30 June 2026.

Issue date	Name	Issue price per Growth share £’s	Number of Growth Shares	IFRS 2 Fair value at grant date £’s
2 September 25	M Kraftman	0.0001	540	490,951
2 September 25	B O’Brien	0.0001	360	327,301
2 September 25	S Carter	95.00	100	90,917
Total			1,000	909,169

The Growth Shares are subject to the Company's shareholders achieving a Growth Hurdle of 10% per annum on a compounded basis on the capital they have invested between the fourth and sixth anniversary of the date of issue (with dividends and subsequent issues of capital being treated as a reduction in the amount invested at the relevant time) (the "Growth Hurdle"), outside of this time the Holder is entitled to the lower of Share price on the sixth anniversary and the share price on the day of redemption.  

Subject to a number of provisions detailed below, if the Growth Hurdle is achieved, the holders of the Incentive Shares can give notice to redeem their Growth Shares for ordinary shares in the Company for an aggregate value equivalent last 20 days Volume-Weighted Average Price (“VWAP”) times the exercise mechanic. The exercise mechanic is outlined as follows:

Shares to be issued= 0.15 x (5 Days VWAP x Shares in Issue at redemption) + Dividends - Proceeds from admission - Subscription proceeds since admission. 

Growth Shares hold no voting rights, rights to attend meetings or any dividend rights.

Valuation

A Monte Carlo model has been used to ascertain the fair value at grant date. Details of the valuation methodology and estimates and judgements used in determining the fair value are noted herewith and were in accordance with IFRS 2 at grant date. 

There are significant estimates and assumptions used in the valuation of the Growth Shares. Management considered at the grant date, and the potential range of values for the Growth Shares, based on the circumstances on the grant date.

The fair value of the Growth Shares granted under the scheme was calculated using a Monte Carlo model with the following inputs:

Issue date	Volatility	Risk-free rate	Expected term* (years)
2 September 2025	69.71%	4.26%	6.0

The Growth Shares are subject to the Growth Hurdle being achieved, which is a market performance condition, and as such has been taken into consideration in determining their fair value.

Expense relating to Growth Shares

An expense of £74,972 (30 June 2025: £Nil) has been recognised in the condensed consolidated statement of comprehensive income in respect of the Incentive Shares in issue during the six months ended 30 June 2026. There is a service condition associated with the shares issued to Michael Kraftman, Brendan O’Brien and Simon Carter which requires the fair value charge associated with these shares to be allocated over the minimum vesting period. These vesting periods are estimated to be 6.0 years respectively from the date of grant.

12. Financial instruments

Financial assets

	As at 30 June 2026		As at 31 December 2025
	£		£
Cash and cash equivalents	5,693,545		9,548,003
Trade and other receivables	1,129,290		-
Other debtors	569,618		-
Prepayments	947,814		224,843
	8,340,267		9,772,846

Financial liabilities 

	As at 30 June 2026		As at 31 December 2025
	£		£
Trade payables	3,919,130		142,497
Accruals	834,976		196,381
Lease liability	1,510,714		-
Deferred consideration	533,723		-
	6,798,543		338,878

Fair value of financial assets and liabilities approximates to their carrying value.

Financial risk management

The Company is exposed through its operation to the following financial risks: credit risk and liquidity risk. The directors have overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company finances its operations through a mixture of debt finance, cash and liquid resources and various items such as trade debtors and trade payables which arise directly from the Company’s operations.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, of which the risk is assessed and managed in accordance with IFRS 9. Credit risk arises principally from the Company’s cash balances held at banks.

The Company mitigates credit risk arising on cash balances held at banks by using only reputable financial institutions with a high credit rating, in line with IFRS 9 requirements. The maximum exposure to credit risk is the carrying value of its cash and cash equivalents, which it currently holds at institutions with a minimum Moody’s rating of A.

Liquidity risk

The Company seeks to maintain sufficient cash balances. Management reviews cash flow forecasts on a regular basis to determine whether the Company has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

A maturity analysis of the Company’s undiscounted cash flows arising from financial liabilities is shown below:

	As at 30 June 2026		As at 31 December 2025
	£		£
Less than one year:
Trade payables	3,919,130		142,497
Lease liability	120,979		-
Accruals	834,976		196,381
Deferred consideration	189,564		-
	5,064,649		338,878
More than one year:
Lease liability	1,389,735		-
Deferred consideration	344,159		-
	1,733,894		-

Capital management

The board of directors’ policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. Capital includes share capital, share premium, and all other equity reserves attributable to the equity holders of the Company and totals £44.2m as at 30 June 2026 (31 December 2025: £9.7m). There has been no change to the Directors capital management during the period ended 30 June 2026.

13. Business combinations

On 19 March 2026, the Company completed the acquisition of 100% of the issued share capital of CloudRx Holdings Limited (and its subsidiary CloudRx Ltd), Webmed Pharmacy Limited, and Hyperdrug Pharmaceutical Limited, forming a complementary ePharmacy platform operating across both B2B and B2C channels.

Total consideration for the acquisitions consisted of £40.25 million, comprising £36.36 million in cash, £2.36 million non-cash, £1.0 million in rollover loan notes and up to £0.53 million of deferred consideration payable subject to future performance conditions.

The acquisitions are accounted for as business combinations under IFRS 3 in the Interim Financial Statements for the six months ended 30 June 2026.

All pro-forma amounts for revenue and profit have been calculated using the Subsidiary’s results and adjusting them for:

-           Differences in the accounting policies between the Group and the Subsidiary; and

-           The additional depreciation and amortisation that would have been charged on the assumption that the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 January 2026, together with the consequential tax effects.

CloudRx

The following table summarises the fair value of assets acquired, and liabilities assumed at the date of the acquisition for CloudRx including purchase consideration:

Purchase consideration	£
Cash	29,737,316
Non-cash consideration	2,255,857
Rollover loan notes	1,000,000
Deferred consideration	-
Total consideration	32,993,173
Fair value of net liabilities acquired	(805,532)
Excess purchase price	33,798,705

The following table summarises the intangible assets acquired in the transaction:

	Fair value
	£
Customer relationships	11,500,000
Non-compete agreement	2,540,000
Technology platform	1,380,000
Total fair value	15,420,000
Deferred tax liability	3,855,000
Goodwill	22,233,705
Total intangible assets and goodwill	33,798,705

The acquired business contributed revenues of £7,369,522 and net profit of £758,897 to the Group for the period from 19 March 2026 to 30 June 2026.

If the acquisition had occurred on 1 January 2026, the consolidated pro-forma revenue and profit for the period ended 30 June 2026 would have been £14,515,897 and £99,391 respectively.

Webmed

The following table summarises the fair value of assets acquired, and liabilities assumed at the date of the acquisition for Webmed including purchase consideration:

Purchase consideration	£
Cash	2,943,338
Non-cash consideration	99,987
Deferred consideration	-
Total consideration	3,043,325
Fair value of net assets acquired	809,321
Excess purchase price	2,234,004

No deferred consideration is payable.

The following table summarises the intangible assets acquired in the transaction:

	Fair value
	£
Customer relationships	450,000
Trademarks	70,000
Total fair value	520,000
Deferred tax liability	130,000
Goodwill	1,844,004
Total intangible assets and goodwill	2,234,004

The acquired business contributed revenues of £500,117 and net profit of £9,098 to the Group for the period from 19 March 2026 to 30 June 2026.

If the acquisition had occurred on 1 January 2026, the consolidated pro-forma revenue and profit for the period ended 30 June 2026 would have been £959,745 and £40,786 respectively.

Hyperdrug

The following table summarises the fair value of assets acquired, and liabilities assumed at the date of the acquisition for Hyperdrug including purchase consideration:

Purchase consideration	£
Cash	3,679,651
Deferred consideration	533,723
Total consideration	4,213,374
Fair value of net assets acquired	116,506
Excess purchase price	4,096,868

Contingent consideration is payable up to maximum value of £533,723, payable in cash, within 36 months of the acquisition date, based on set performance criteria, including specific client transfer targets. The deferred consideration has been discounted to present value and adjusted based on management’s expectation of the probability of reaching targets.

The following table summarises the intangible assets acquired in the transaction:

	Fair value
	£
Customer relationships	1,250,000
Trademarks	100,000
Total fair value	1,350,000
Deferred tax liability	337,144
Goodwill	3,084,012
Total intangible assets and goodwill	4,096,868

The acquired business contributed revenues of £2,163,697 and net loss of £111,430 to the Group for the period from 19 March 2026 to 30 June 2026.

If the acquisition had occurred on 1 January 2026, the consolidated pro-forma revenue and profit for the period ended 30 June 2026 would have been £4,448,928 and £112,643 respectively.

14. Subsidiaries

Vulcan Two Group plc is the parent company of the Group, the Group comprises the following subsidiaries at 30 June 2026:

Company name	Nature of business	Country of incorporation	Ordinary Shares held
Vulcan Two Limited	Holding company	England	100%
CloudRx Holdings Limited	Holding company	England	100%
CloudRx Limited	Dispensing chemist	England	100%
Webmed Pharmacy Limited	Human health activities	England	100%
Hyperdrug Pharmaceutical Limited	Manufacturer of pharmaceuticals, dispensing chemist and veterinary activities	England	100%

15. Commitments and contingencies

On 28 February 2025, Vulcan Two Ltd entered into an engagement letter with Chrystal Capital Partners LLP (“CC”) in relation to the introduction of potential investors in Vulcan Two Plc (“CC Agreement”). The CC Agreement terminated on 28 August 2025. The terms of the CC Agreement, which is governed by English law, provided for a retainer fee of £10,000 per calendar month and a percentage commission if funds are raised by the Company from certain investors, each payable in certain circumstances within a period of 24 months following such termination date, being 28 August 2027.

Between August and December 2025, the Company received correspondence from CC’s legal representatives asserting that commission fees may be payable to CC in relation to the IPO and associated placing. The Company has obtained legal advice in relation to its obligations to CC under the CC Agreement. The Company considers that no commission fees are payable to CC in connection with the IPO and the associated placing and the Placing (the “Placing”); and would be payable to CC in respect of future fundraises unless investors in those fundraises had been introduced by CC to the Group before 28 August 2025. In relation to the CC Agreement, the Company received a draft particulars of claim in December 2025.

Further correspondence from CC was provided post year end, whereby on 5 May 2026 CC issued legal proceedings against both the Company and Vulcan Two Ltd in respect of the above. The Claim is in the amount of approximately £600,000. The Company considers the substance of the Claim to be baseless and without merit and will seek to have it dismissed at the earliest possible opportunity. It is not expected that the defence of the claim will involve a material commitment of time by the Directors, nor create a distraction from the execution of the Company's strategy. The Company has not provided against the legal claim as they believe that the chance of success is remote. Retainer fees payable to CC have been accrued as at 30 June 2026.

16. Events after the reporting period

The Company intends to change its name from Vulcan Two Group Plc to Molecule Group plc on 29 September 2026.

 

END