REG - Huddled Group PLC - Full Year Results for Year Ended 31 December 2024
06/05/2025 07:00
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RNS Number : 3338H Huddled Group PLC 06 May 2025
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6 May 2025
Huddled Group plc
("Huddled", the "Company" or the "Group")
Full Year Results for the Year Ended 31 December 2024
Significant revenue growth and putting the foundations in place for a dynamic
e-commerce business
Huddled Group plc (AIM:HUD), the circular economy e-commerce business, is
pleased to announce its audited full year results for the year ended 31
December 2024 ("FY2024").
Highlights
● Acquisitions of Nutricircle (formerly Food Circle Supermarket) and
Boop Beauty in the year, further underpinning Huddled's credentials as a
leading player in the circular-economy sector.
● FY2024 Group revenue increased over 490% to £14.2m (FY2023:
£2.4m 1 (#_ftn1) ).
● Q4 FY2024 revenue from the three core businesses of £4.3m, double
that of Q1 2024 (£2.1m 2 (#_ftn2) ).
● Discount Dragon revenue up 112.2% to £10.8m (FY2023: £5.1m(( 3
(#_ftn3) ))).
● Nutricircle revenue £1.6m since its acquisition in April 2024
(FY2023: £1.4m(3)).
● Boop Beauty revenue £0.5m following its relaunch in September
2024.
Value and impact highlights
● 4.8m tonnes of food diverted into homes and away from landfill
● Almost 140,000 households saved money
● Worked with our supply chain partners to deliver over 500,000
items to UK food charities
Martin Higginson, Chief Executive Officer of Huddled Group PLC, commented:
"FY2024 was a year of cash investment into our various brands, growing
Discount Dragon, acquiring both Nutricircle and Boop Beauty, and putting the
foundations in place for a dynamic e-commerce business. Our goal is to be
recognised as the UK's most trusted surplus goods e-commerce retail group,
helping to reduce unnecessary waste. By redistributing perfectly good products
to customers at a fraction of the retail price, we create value for customers,
stakeholders, and have a positive impact economically, socially and
environmentally.
"The list of big brand partners working with us continues to grow across all
three of our brands, all with a common goal of reducing and monetising waste.
We have seen revenue and customers grow rapidly in FY2024, a trend that has
continued into FY2025 with total Group revenue for March 2025 exceeding
£1.7m.
"We know customers like what we do, and we can see there's growing demand from
both customers and supply partners. We still have plenty of challenges, but I
am pleased to report these are operational and solvable, rather than customer
demand led. It's now about evolution and continuous improvement."
Enquiries:
For further information please visit www.huddled.com/investors, or contact:
Huddled Group plc investors@huddled.com
Martin Higginson
Dan Wortley
Paul Simpson
Zeus (Nominated Adviser and Sole Broker) Tel + 44 (0) 203 829 5000
Nick Cowles, James Hornigold, Alex Campbell-Harris (Investment Banking)
Dominic King (Corporate Broking)
Alma Strategic Communications (Financial PR) huddled@almastrategic.com
Rebecca Sanders-Hewett
Sam Modlin
Louisa El-Ahwal
Chairman's Statement
As Martin will explain in his upcoming review, our team has built three
exciting brands-Discount Dragon, Nutricircle, and Boop Beauty-through a
combination of acquisition and organic growth.
Both revenue and customer numbers have exceeded expectations, and as we move
into FY2025, I see this trend continuing.
We have had some logistics challenges, but this is to be expected against a
backdrop of rapid growth.
The businesses are now very much in flow, with FY2025 being a year of
transition from heavy cash investment to operational cash generation.
FY2024 was yet another transformational year for the business. Since I joined
as Chairman seven years ago there has been remarkable evolution of our
organisation. We started on our journey as Immotion, a location-based
immersive entertainment business. During the pandemic, we demonstrated our
agility by creating Let's Explore as a way of monetising our VR content when
the world was locked-down. We then made the bold decision to divest the
Immotion business for over $25m, returning the majority of the proceeds to our
shareholders. And now, bolstered by our recent acquisitions, we have
repositioned the Group to be a leading circular economy e-commerce player.
As we enter this new chapter, I've decided to step down as Chairman at this
year's upcoming AGM. It has been a privilege to guide this exceptional team
whose ability to identify emerging market opportunities and rapidly scale
operations continues to impress me.
Chief Executive's Review
Building a Group focused on surplus stock
FY2024 was a year of putting the foundations in place of a dynamic e-commerce
group focused on surplus and remnant stock. By sourcing and redistributing
surplus goods we are able to deliver quality products at accessibly low
prices, thus benefitting customers and reducing waste in the FMCG supply
chain.
Our business buys surplus stock from manufacturers and retailers, whether it
be mispackaged, rebranded, out of season, short dated, over supply or package
imperfections. Because we stop these goods from going to waste, we are able to
buy them very competitively and this allows us to sell them at a fraction of
their RRP. This helps social inequalities, allowing everyone to sample big
branded goods at prices they can afford. With over 25,000 TrustPilot reviews,
and rated 'Excellent' across all three brands, we're confident our offering
resonates with consumers.
The acquisition of both Nutricircle in April 2024, and Boop Beauty in July
2024, has further strengthened our position as the leading player in the
circular economy space, expanding our offering into both wellness and sports
nutrition as well as beauty and cosmetics. Investment in these two brands has
helped drive growth in revenue and customer numbers.
During FY2024 our three brands; Discount Dragon, Nutricircle and Boop Beauty
worked together to be a force for good. Almost 140,000 households saved money
by shopping with us, 5.7m items were saved from being wasted, over 4.8m tonnes
of food was diverted into homes and away from landfill, and some 12m tonnes of
CO2 emissions were avoided. We also worked with our supply chain partners to
deliver over 500,000 items to UK food charities.
A year of investment into growing revenue
FY2024 was a year of rapid revenue growth, with revenue from our three core
businesses exceeding £12.9m in the full year (£14.2m including revenue from
Let's Explore). In Q4 2024, our core businesses delivered £4.3m of revenue,
more than double that of the £2.1m in the first quarter 4 (#_ftn4) .
Discount Dragon
At Discount Dragon our aim is to make shopping for everyday cupboard
essentials easy and affordable. On the website, customers can find some of the
nation's favourite brands at incredible prices, often saving over 50% compared
to high street prices.
Discount Dragon delivered revenue of £10.8m, up 112.2% compared to FY2023 5
(#_ftn5) . We delivered just shy of 285,000 orders in the period at an average
order value ("AOV") in excess of £37. The business attracted 77.3k new
shoppers in the year.
During the year we tested a number of initiatives as we learn more about our
customers, and their buying behaviour. During the year we removed the minimum
spend threshold allowing customers to order as little or as much as they want.
Orders below £30 would attract a small delivery charge with orders over £30
getting free delivery.
Nutricircle
With the acquisition of Nutricircle we were able to tap into the wellness and
sports nutrition market, which was an industry where we were aware tonnes of
healthy and nutritious snacks, drinks and powders were destined for waste.
We're now helping stop this and working with some of the biggest wellness
brands in the industry we're able to offer our growing and loyal customers a
solution that not only saves them money, but also helps protect the planet.
Since April 2024 when Nutricircle became part of the Huddled family it
delivered revenue of £1.6m. We have noticed Nutricircle customers are very
loyal and their propensity to return is high, as such we have invested heavily
in attracting new customers to this brand. I am pleased to report this
initiative has been a great success adding almost 20,000 new customers to its
growing band of loyal followers. This investment has really started to pay
dividends, with March 2025 reporting the best month ever, with revenue
exceeding £0.4m.
Whilst AOV from new customers is typically around 30% lower than that of a
returning customer, we can see they come back, thus underpinning our
investment thesis. AOV in the period was over £34, which is impacted by the
percentage of new customers versus existing. (The percentage of new customers
to existing was 41%).
Boop Beauty
Boop Beauty, the latest addition to the Huddled family, has turned excess and
mispackaged inventory into an award-winning business.
With a growing community of savvy shoppers, Boop is growing faster than any of
us expected. It really is becoming their favourite destination for rescuing
beauty products, doing good for the planet and their pockets.
Following the acquisition of Boop Beauty in July 2024 we set about creating a
new and improved website, as well as adding to the stock on offer. The
revamped website launched in September 2024 and the concept of offering
surplus cosmetic products at discount prices has been very well received by
customers, the media and manufacturers alike. We were awarded the Marie Claire
Sustainability Award in recognition of the work we're doing to reduce waste in
the beauty industry.
As with all our brands, we took the time to understand the Boop customer, how
they buy and what brands they like. We have tested free delivery thresholds,
as well as free gift initiatives. Revenue since the relaunch in September was
just shy of £0.5m, with AOV exceeding £37. We can see our investment in this
brand is starting to pay dividends with March 2025 revenue exceeding £0.3m.
Let's Explore
Following Wicked Vision going into Administration in late FY2024 and all stock
being sold in the final quarter and the cash proceeds now received, we have
decided to wind down the Let's Explore business with a view to it being fully
discontinued by the end of H1 2025. The decision was driven by a combination
of lack of management bandwidth as well as the changing world of tariffs into
the USA. We also believe our efforts and focus are better invested in our
growing circular economy e-commerce brands.
Current Trading and Outlook
Trading the in the new financial year has started well.
Looking ahead, FY2025 will see us focus time and effort in moving the
businesses into operational profitability. We are steadily overcoming our
warehouse challenges, which once in flow will allow us to scale the
businesses. We have honed the various brand offerings, as well as tailoring
our stock buying to our customers' needs. Marketing is now delivering
excellent results which, we believe, will allow us to scale the businesses
further allowing us to build trust, grow revenue, and deliver value and impact
to the bottom line.
Whilst there is still much to do, we are confident we now have the foundations
for success in place. The opportunities within the surplus FMCG market, the
continued search for value among consumers, and the demand for e-commerce and
direct delivery services provide us with a significant opportunity to further
drive growth.
Financial review
Income statement
Below is a summary of divisional trading in the year:
Discount Dragon Nutricircle Boop Beauty Let's Explore Head Office Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 10,790 1,644 494 1,294 - 14,222
Gross profit/(loss) (151) 230 (44) 83 - 118
Adjusted EBITDA(( 6 (#_ftn6) )) (1,537) (68) (200) (143) (1,134) (3,082)
Loss before tax (1,997) (162) (203) (324) (1,363) (4,049)
Revenue in the period increased significantly to £14,222,000 (FY2023:
£2,423,000), albeit the composition of the group changed substantially across
the two periods.
The table below shows the strong quarterly growth of revenue and impact of the
acquisitions in the year:
Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY 2024
£'000 £'000 £'000 £'000 £'000
Discount Dragon 2,133 2,770 2,820 3,067 10,790
Nutricircle - 349 568 727 1,644
Boop Beauty - - 30 464 494
Core business total 2,133 3,119 3,418 4,258 12,928
Let's Explore 11 10 151 1,122 1,294
Total revenue 2,144 3,129 3,569 5,380 14,222
Discount Dragon reported revenue of £10,790,000 in the year, up from
£1,631,000 in FY2023, albeit it was only included in the prior year figures
from its acquisition on 16 October 2023.
Nutricircle and Boop Beauty, our two acquisitions in the period, reported
revenue of £1,644,000 and £494,000 respectively - in Boop's case from a
standing start following its relaunch in September 2024.
Discount Dragon made a gross loss in the period of £151,000, though this is
stated after a £99,000 provision against slow-moving stock due to the
purchase of a large range of products in the period which we learned through
experience did not resonate with our customer base. Adjusting for this
provision, the division made a gross profit in H2 2024. The gross loss is
stated after marketing expenses and an allocation of warehouse costs.
Nutricircle delivered a gross profit of £230,000 in the period since its
acquisition which is stated after an allocation of warehouse costs and
£173,000 of marketing costs.
Boop Beauty made a gross loss of £44,000 in the period since its relaunch,
also stated after an allocation of warehouse costs and also incurring
£173,000 of marketing costs.
Despite the challenges we faced with the business in the period, Let's Explore
generated revenue of £1,294,000 in the year and made a modest gross profit of
£83,000, a pleasing result in itself, but more importantly we turned the
stock brought forward from FY2023 into cash, all of which has been received
post period end.
The Group recorded an adjusted EBITDA loss(( 7 (#_ftn7) )) in the period of
£3,082,000 (FY2023: £1,333,000). Discount Dragon's share of the adjusted
EBITDA loss was £1,537,000 after adjusted administrative expenses 8 (#_ftn8)
which reflects the division carrying the lion's share of warehousing costs and
shared services in the period. Nutricircle and Boop Beauty made adjusted
EBITDA losses of £68,000 and £200,000 respectively. Excluding the Let's
Explore business but including head office costs, adjusted administrative
expenses fell to 17% of revenue in Q4 2024 vs 28% of revenue in Q1 2024,
demonstrating the operational gearing at play following the acquisitions and
organic growth of the Group.
The Group reported a loss before tax of £4,049,000 for the year (FY2023:
£2,287,000). This was stated after £418,000 of amortisation (of which
£276,000 related to Discount Dragon and Nutricircle intangible assets
recognised on acquisition) and £99,000 of depreciation. An impairment charge
of £91,000 was recorded against Let's Explore intangible assets due to the
planned closure of this division. One-off costs of £487,000 related mainly to
acquisitions, severance costs and aborted projects.
Cash flow
The cash outflows in FY2024 were anticipated as we increased operational
expenditure on marketing initiatives and warehouse expansion, built up
inventory levels, and provided capital expenditure to support the growth of
the business.
Net cash flows in the period are summarised as follows:
FY2024 £'000
Operating cash outflow (3,228)
Investing cash inflow 510
Financing cash inflow 89
Net cash outflow (2,629)
Operating cash flows benefited from a net working capital inflow of £339,000,
despite additional investment in inventories.
Investing cash flows included the receipt of £1,047,000 proceeds from the
sale of the Immotion business which completed in 2023. Intangible asset
additions £244,000 (mainly software development) and property, plant and
equipment additions were £196,000 (primarily of works and equipment at the
warehouse in Leigh). There was a net cash outflow of £97,000 relating to
subsidiaries acquired in the period.
Net financing cash inflows of £89,000 were comprised of £131,000 finance
income, offset by loan and lease repayments of £39,000 and finance costs of
£3,000.
Balance sheet
Inventories increased to £1,124,000 from £724,000 in the previous period.
Let's Explore stock comprised £28,000 and £236,000 of these amounts
respectively, therefore the increase in stock holding across our core
divisions was £608,000.
Trade and other receivables reduced to £817,000 from £1,819,000 in the prior
period. A significant contributor to this reduction was the receipt of the
$1,325,000 loan note (inclusive of interest) in February 2024 from the buyer
of the Immotion business.
Contract assets of £612,000 (FY2023: £95,000) relate reseller sales made by
the Let's Explore business. The provision of £162,000 (FY2023: £53,000)
relates to the same.
Trade and other payables increased to £1,956,000 (FY2023: £580,000), a
natural increase coinciding with the expansion of the Group.
HUDDLED GROUP
PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Year Ended Year Ended
31 December 31 December
2024 2023
£'000 £'000
Note
Revenue 14,222 2,423
Cost of sales (14,104) (2,468)
--------------- ---------------
Gross profit/(loss) 118 (45)
Administrative expenses (4,307) (2,813)
Other operating income 12 244
--------------- ---------------
Loss from operations (4,177) (2,614)
Memorandum:
Adjusted EBITDA (3,082) (1,333)
Depreciation 8 (99) (28)
Amortisation 9 (418) (241)
Impairment 9 (91) -
Share based payments - (337)
One-off costs 5 (487) (675)
--------------- ---------------
Loss from operations (4,177) (2,614)
Finance costs (3) (2)
Finance income 131 337
_______ _______
Loss before taxation from continuing operations (4,049) (2,279)
Taxation 117 (8)
_______ _______
Loss after taxation from continuing operations (3,932) (2,287)
Profit after tax from discontinued operations - 15,268
_____ ______
Profit/(Loss) after taxation from all operations (3,932) 12,981
======= ========
Attributable to:
Equity holders of the company (3,851) 12,981
Non-controlling interests (81) -
_____ ______
(3,932) 12,981
======= ========
Year Ended Year Ended
31 December 31 December
2024 2023
£'000 £'000
Other comprehensive income/(expense)
Profit/(loss) after taxation from all operations (3,932) 12,981
Profit/(loss) on translation of subsidiary 1 (282)
Cumulative translation differences transferred to the income statement on - 155
disposal of subsidiaries
______ ______
(Loss)/Profit after taxation and attributable to equity (3,931) 12,854
holders of the parent and total comprehensive
income for the period
======== ========
Attributable to:
Equity holders of the company (3,850) 12,981
Non-controlling interests (81) -
_____ ______
(3,931) 12,981
======= ========
Year ended Year ended
31 December 2024 31 December
2023
£0.01 £0.01
Earnings/(loss) per share
Continuing operations
Basic 6 (1.20) (0.71)
Diluted 6 (1.20) (0.71)
------------ ------------
Discontinued operations
Basic 6 - 4.75
Diluted 6 - 4.75
------------ ------------
Continuing and discontinued operations
Basic 6 (1.20) 4.04
Diluted 6 (1.20) 4.04
------------ ------------
HUDDLED GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital Share premium Foreign exchange reserve Merger reserve Capital redemption reserve Equity reserve Non-controlling interest Retained earnings/ Total equity
(deficit)
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 166 20,556 93 - - - - (15,494) 5,321
Profit after tax - - - - - - - 12,981 12,981
Equity settled share-based payments - - - - - - - 337 337
Currency translation differences - - 155 - - - - - 155
transferred to income statement on disposal of subsidiaries
Currency translation of overseas subsidiary - - (282) - - - - - (282)
Exercise of share options 19 1,159 - - - - - - 1,178
Acquisition of subsidiaries 52 - - 2,823 - 417 - - 3,292
Reduction in share premium - (20,572) - - - - - 20,572 -
Buyback and cancellation of shares (110) - - - 110 - - (12,680) (12,680)
------------ -------------- ------------ ------------ ------------ ------------ ------------ ---------------- ------------
Balance at 31 December 2023 127 1,143 (34) 2,823 110 417 - 5,716 10,302
------------ -------------- ------------ ------------ ------------ ------------ ------------ ---------------- ------------
Loss after tax - - - - - - (81) (3,851) (3,932)
Currency translation of overseas subsidiary - - 1 - - - - - 1
Acquisition of subsidiaries 1 - - 54 - 54 2 - 111
Acquisition of non-controlling interest - - - - - 96 48 (144) -
Issued of deferred consideration shares 1 - - 19 - (20) - - -
Partial disposal of Let's Explore Limited - - - - - - 28 (28) -
------------ -------------- ------------ ------------ ------------ ------------ ------------ ---------------- ------------
Balance at 31 December 2024 129 1,143 (33) 2,896 110 547 (3) 1,693 6,482
------------ -------------- ------------ ------------ ------------ ------------ ------------ ---------------- ------------
HUDDLED GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024 31 December 2023
ASSETS Note £'000 £'000
Non-current assets
Property, plant and equipment 8 351 209
Intangible fixed assets 9 4,132 3,935
Deferred tax asset 6 -
------------ ------------
Total non-current assets 4,489 4,144
Current assets
Inventories 1,124 724
Trade and other receivables 817 1,819
Contract assets 612 95
Cash and cash equivalents 1,639 4,268
------------ ------------
Total current assets 4,192 6,906
------------ ------------
Total assets 8,681 11,050
====== ======
LIABILITIES
Current liabilities
Trade and other payables (1,956) (580)
Contract liabilities (18) -
Provisions (162) (53)
Lease liabilities (25) -
Loans and borrowings (20) (10)
------------ --------------
Total current liabilities (2,181) (643)
Non-current liabilities
Loans and borrowings (18) (18)
Deferred tax liability - (87)
------------ ------------
Total non-current liabilities (18) (105)
------------ ------------
Total liabilities (2,199) (748)
------------ ------------
Net assets 6,482 10,302
====== ======
Capital and reserves attributable to owners
of the parent
Share capital 10 129 127
Share premium 11 1,143 1,143
Foreign exchange reserve 11 (33) (34)
Merger reserve 11 2,896 2,823
Capital redemption reserve 11 110 110
Equity reserve 11 547 417
Non-controlling interest 11 (3) -
Retained earnings 11 1,693 5,716
--------------- ------------
Total equity 6,482 10,302
======= ======
The financial statements were approved by the Board and authorised for issue
on 2 May 2025
Martin
Higginson
Daniel Wortley
Chief Executive Officer
Finance Director
HUDDLED GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Cash flows from operating activities
Loss before tax from continuing operations (4,049) (2,279)
Profit before tax from discontinued operations - 15,276
Adjustments for:
Share based payments - 337
Depreciation of property plant and equipment 99 201
Loss on disposal of fixed assets - 3
Amortisation of intangible assets 418 280
Impairment of intangible assets 91 -
Gain on disposal of subsidiary undertakings - (15,206)
Costs relating to the disposal of subsidiaries - (437)
Finance costs 3 6
Finance income (131) (337)
Foreign exchange profit/(loss) 1 (282)
Foreign corporate tax received/(paid) 1 (16)
_____ _____
Cash outflow from operating activities before changes in working capital (3,567) (2,454)
Increase in inventories (320) (41)
(Increase)/decrease in trade and other receivables (654) 195
Increase/(decrease) in trade & other payables 1,313 (901)
_____ _____
Cash used in operations (3,228) (3,201)
Investing activities
Purchase of intangible assets (244) (157)
Purchase of property, plant and equipment (196) (278)
Acquisition of subsidiaries (109) -
Proceeds from the sale of subsidiary undertakings 1,047 19,818
Cash disposed on disposal of subsidiaries - (354)
Cash acquired with subsidiaries 12 45
_____ _____
Net cash from investing activities 510 19,074
Financing activities
Finance costs (3) (6)
Finance income 131 337
Loan and finance lease repayments (39) (763)
Issue of new share capital - 1,178
Share buybacks - (12,680)
_____ _____
Net cash from/(used in) financing activities 89 (11,934)
Year ended Year ended
31 December 2024 31 December
2023
£'000 £'000
Net (decrease)/increase in cash and cash equivalents (2,629) 3,939
Cash and cash equivalents at beginning of the period 4,268 329
_____ _____
Cash and cash equivalents at end of the period 1,639 4,268
====== ======
Year ended Year ended
31 December 2024 31 December 2023
£'000 £'000
Reconciliation of net cashflow to movement in net debt
Net (decrease)/increase in cash and cash equivalents (2,629) 3,939
Loans and finance leases acquired with subsidiaries (74) (695)
Repayment of loans and finance leases 39 763
Loans and finance leases disposed on sale of subsidiaries - 309
_____ _____
Movement in net funds in the year (2,664) 4,316
Net funds/(debt) at beginning of year 4,240 (76)
_____ _____
Net funds at end of year 1,576 4,240
====== ======
Breakdown of net funds
Cash and cash equivalents 1,639 4,268
Loans and finance leases (63) (28)
_____ _____
Net funds at end of year 1,576 4,240
====== ======
HUDDLED GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1 GENERAL INFORMATION
Huddled Group plc is a public limited company incorporated and domiciled in
the United Kingdom. The address of the registered office is Cumberland Court,
80 Mount Street, Nottingham, England, NG1 6HH. The Group is listed on AIM.
During the year, the principal activities of the Group were: (i) the sale of
primarily surplus stock via the Group's Discount Dragon, Nutricircle and Boop
Beauty websites; and (ii) the sale of the Group's Let's Explore and Vodiac
consumer products.
These financial statements are presented in pounds sterling because that is
the currency of the primary economic environment in which the Group operates.
2 ACCOUNTING POLICIES
Principal accounting policies
The Company is a public company incorporated and domiciled in the United
Kingdom. The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and
those parts of the Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs. The financial statements are presented to
the nearest round thousand (£'000) except when otherwise indicated.
Basis of Consolidation
The Group comprises a holding company and a number of subsidiaries all of
which have been included in the consolidated financial statements in
accordance with the principles of acquisition accounting as laid out by IFRS 3
Business Combinations.
Going concern
At the time of approving the financial statements, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. The going
concern basis of accounting has therefore been adopted in preparing the
financial statements.
In reaching this conclusion, the Directors considered the financial position
of the Group, acknowledging the need for the Group to reach operational
profitability and become net cash generative. If this takes too long to
achieve, there may be a strain on the Group's working capital which may
require mitigation strategies such as reducing inventory cover, accessing
sources of debt or equity available to the Group and/or allocating resources
away from one or more of the Group's divisions in favour of another/others.
The Directors also considered forecasts and projections for 12 months from the
date of the approval of the financial statements, taking into account
reasonably possible changes in trading performance and capital expenditure
requirements as well as considering scenarios where the business is unable to
achieve growth from current levels and where the mitigation strategies
described above are deployed. None of the scenarios considered indicated there
to be a material uncertainty related to the Group's ability to continue as a
going concern.
The financial statements do not include any adjustments that would result from
the going concern basis of preparation being inappropriate.
Business combinations and goodwill
Acquisitions of subsidiaries are accounted for using the acquisition method.
The assets and liabilities and contingent liabilities of the subsidiaries are
measured at their fair value at the date of acquisition. Any excess of
acquisition over fair values of the identifiable net assets acquired is
recognised as goodwill. Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment twice-annually. Any impairment is recognised
immediately in profit or loss accounts and is not subsequently reversed.
Acquisition related costs are recognised in the income statement as incurred.
Non-controlling interests
Non-controlling interests (NCIs) are accounted for in accordance with IFRS 10
and IFRS 3. NCIs represent equity in subsidiaries not attributable to the
parent and are initially measured at the proportionate fair value of
identifiable net assets. Subsequent acquisitions of NCIs are accounted for as
equity transactions with any gain or loss recognised directly in retained
earnings.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
Revenue is measured as the fair value of the consideration received or
receivable, excluding discounts, rebates, value added tax and other sales
taxes.
Discount Dragon
For sales to consumers via Discount Dragon's website, revenue is recognised on
sales in the period in which the corresponding order is placed, at which point
products purchased are allocated to that customer. There is typically no more
than one week between the point when an order is placed and when the goods are
received by the customer and the difference between the two in financial terms
is not material. For wholesale sales, revenue is recognised in the period in
which delivery to the wholesaler takes place.
Nutricircle
For sales to consumers via Nutricircle's website, revenue is recognised on
sales in the period in which the corresponding order is placed, at which point
products purchased are allocated to that customer. There is typically no more
than one week between the point when an order is placed and when the goods are
received by the customer and the difference between the two in financial terms
is not material.
Nutricircle's customers are awarded loyalty points when they place orders. An
element of revenue from orders placed on Nutricircle's website is allocated to
the loyalty points earned based on their perceived value in relation to the
selling price of goods purchased. The perceived value of the loyalty points is
estimated with reference to the redemption value of the loyalty points and the
likelihood of redemption. Revenue allocated to loyalty points is recorded as a
contract liability until such time that the loyalty points are redeemed.
Boop Beauty
For sales to consumers via Boop Beauty's website, revenue is recognised on
sales in the period in which the corresponding order is placed, at which point
products purchased are allocated to that customer. There is typically no more
than one week between the point when an order is placed and when the goods are
received by the customer and the difference between the two in financial terms
is not material.
Let's Explore
For sales to consumers, revenue is recognised on sales of the Let's Explore
and Vodiac products in the period in which the corresponding order is placed,
at which point products purchased are allocated to that customer. There is
typically no more than one week between the point when an order is placed and
when the goods are received by the customer and the difference between the two
in financial terms is not material. For sales to resellers, revenue is
recognised in the period in which delivery to the reseller takes place.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated
depreciation and provision for impairment. Depreciation is provided on all
property plant and equipment, at rates calculated to write off the cost less
estimated residual value, of each asset on a straight-line basis over its
expected useful life.
The residual value is the estimated amount that would currently be obtained
from disposal of the asset if the asset were already of the age and in the
condition expected at the end of its useful economic life.
The method of depreciation for each class of depreciable asset is:
Leasehold
property
- Over term of lease on a straight-line basis
Fixtures, fittings and equipment - 3 years
on a straight-line basis
Motor
vehicles
- Between 3 and 7 years on a straight-line basis
IFRS 16 right of use assets
- Over term of lease on a straight-line basis
Intangible assets
Intangible assets include goodwill arising on the acquisition of subsidiaries
and represents the difference between the fair value of the consideration
payable and the fair value of the net assets that have been acquired. The
residual element of goodwill is not being amortised but is subject to
twice-annual impairment review. The expected useable lives of the classes of
intangible assets held by the Group are shown in note 9.
Internally-generated intangible assets
An internally-generated intangible asset arising from the Group's development
activities is capitalised and held as an intangible asset in the statement of
financial position when the costs relate to a clearly defined project; the
costs are separately identifiable; the outcome of such a project has been
assessed with reasonable certainty as to its technical feasibility and its
ultimate commercial viability; the aggregate of the defined costs plus all
future expected costs in bringing the product to market is exceeded by the
future expected sales revenue; and adequate resources are expected to exist to
enable the project to be completed. Internally generated intangible assets are
amortised over their estimated useful lives, being 3 years from completion of
development. Other development expenditure is recognised as an expense in the
income statement in the period in which it is incurred.
Impairment of assets
Impairment tests on goodwill are undertaken twice-annually. The recoverable
value of goodwill is estimated on the basis of value in use, defined as the
present value of the cash generating units with which the goodwill is
associated. When value in use is less than the book value, an impairment is
recorded and is irreversible.
Other non-financial assets are subject to impairment tests whenever
circumstances indicate that their carrying amount may not be recoverable.
Where the carrying value of an asset exceeds its estimated recoverable value
(i.e. the higher of value in use and fair value less costs to sell), the asset
is written down accordingly. Where it is not possible to estimate the
recoverable value of an individual asset, the impairment test is carried out
on the asset's cash-generating unit. The carrying value of property, plant and
equipment is assessed in order to determine if there is an indication of
impairment. Any impairment is charged to the statement of comprehensive
income. Impairment charges are included under administrative expenses within
the consolidated statement of comprehensive income.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs
comprise direct materials and, where applicable, direct labour costs and
overheads that have been incurred in bringing the inventories to their present
location and condition. Net realisable value represents the estimated selling
price less all estimated costs of completion and costs to be incurred in
marketing, selling and distribution.
Contract assets
Contract assets are recognised when the Group has satisfied a performance
obligation but cannot recognise a receivable.
Contract liabilities
Contract liabilities comprise payments in advance of revenue recognition and
revenue deferred due to contract performance obligations not being completed.
They are classified as current liabilities if the contract performance
obligations are due to be completed within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as
non-current liabilities. Contract liabilities are recognised initially at fair
value and subsequently at amortised cost.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value,
and subsequently measured at amortised cost using the effective interest
method. A provision is established when there is objective evidence that the
Group will not be able to collect all amounts due. The amount of any provision
is recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents are recognised as financial assets. They comprise
cash held by the Group and short-term bank deposits with an original maturity
date of three months or less.
Trade payables
Trade payables are initially recognised as financial liabilities measured at
fair value, and subsequent to initial recognition are measured at amortised
cost.
Bank borrowings
Interest bearing bank loans, overdrafts and other loans are recognised as
financial liabilities and recorded at fair value, net of direct issue costs.
Finance costs are accounted for on an amortised cost basis in the income
statement using the effective interest rate.
Provisions
Provisions are recognised where it is probable that an outflow of resources
will be required to settle a liability of an uncertain amount or timing but
where a reliable estimate can be made of the amount of the liability.
Provisions are expensed to the income statement and included within
liabilities on the statement of financial position.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deduction of all its liabilities. Equity instruments
issued by the Company are recorded at the proceeds received net of direct
issue costs.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the executive directors, who are responsible for
allocating resources and assessing performance of the operating segments.
A business segment is a group of assets and operations, engaged in providing
products or services that are subject to risks and returns that are different
from those of other operating segments.
A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are
different from those of segments operating in other economic environments. The
executive directors assess the performance of the operating segments based on
the measures of revenue, adjusted EBITDA, profit before taxation and profit
after taxation. Central overheads are not allocated to business segments.
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When applying the Group's accounting policies, which are described in note 2,
the Directors are required to make judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on
experience and other factors considered to be relevant. Actual results may
differ from these estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The following are the critical judgements and estimations that the Directors
have made in the process of applying the Group's accounting policies and that
have the most significant effect on the amounts recognised in the financial
statements. The critical accounting judgements also incorporate estimations.
Critical accounting judgements
Identification and valuation of intangible assets arising on acquisition at
fair value
Separately identifiable intangible assets arising on acquisition have been
recognised at fair value as assessed at the acquisition date. This
identification and recognition of these intangibles requires the application
of judgement and is subject to significant estimation uncertainty given
assumptions made about future performance of these identified assets. Details
of the separately identifiable intangible assets recognised on acquisition can
be found in note 7.
Revenue recognition
For sales to consumers, revenue is recognised when the order is placed. There
is typically no more than one week between customers placing and receiving
their order. If revenue relating to undelivered orders is material at the end
of an accounting period, an adjustment would be required to defer the revenue
into the subsequent accounting period when delivery takes place and judgement
is required to establish whether this is the case or not.
The Group recognises a contract liability for loyalty points accrued by its
customers based on the expected redemption rate of the loyalty points.
Judgement is required to calculate the redemption rate, which is informed by
the historical redemption rate observed.
For Let's Explore and Vodiac products sold via resellers, a provision is made
for returns/refunds to be made for orders received and paid for, prior to the
accounting date. This provision is estimated based on past experience of the
level of refund applications received.
Recoverability criteria for capitalisation of development expenditure
The Group recognises costs incurred on development projects as an intangible
asset which satisfies the requirements of IAS 38. The calculation of the costs
incurred includes the percentage of time spent by certain employees and
contractors on development projects. The decision whether to capitalise and
how to determine the period of economic benefit of a development project
requires an assessment of the commercial viability of the project and the
prospect of selling the project to new or existing customers. An assessment is
made as to the future economic benefits of the project and whether an
impairment is needed.
Impairment of intangible assets
The carrying value of goodwill and other intangible assets relating to the
acquisition of subsidiaries are considered twice-annually for indicators of
impairment to ensure that the assets are not overstated within the financial
statements. The twice-annual impairment assessment in respect of goodwill and
other intangible assets requires estimates of the value in use (or fair value
less costs to sell) of subsidiaries to which those assets have been allocated.
As a result, estimates of future cash flows are required, together with an
appropriate discount factor for the purpose of determining the present value
of those cash flows. Further details of the considerations made when
conducting the impairment review can be found in note 9.
Valuation of inventories
The carrying value of inventories of finished products held by the Group are
assessed for impairment at the end of each period. Judgement is required to
assess whether the net realisable value (NRV) of inventories held is less than
carrying value with reference to the expected price the inventory is likely to
achieve if sold. Where items of inventory are identified as having a NRV of
less than their carrying value, a provision for impairment is recognised.
Critical accounting estimates
Amortisation of intangible assets
The periods of amortisation adopted to write down capitalised intangible
assets and capitalised staff costs requires judgements to be made in respect
of estimating the useful lives of the intangible assets to determine an
appropriate amortisation rate. Variances between actual and estimated useful
economic lives could impact on the operating results both positively and
negatively.
Depreciation
The useful economic lives of tangible fixed assets are based on management's
judgement and experience. When management identifies that actual useful
economic lives differ materially from the estimates used to calculate
deprecation, that charge is added retrospectively. Variances between actual
and estimated useful economic lives could impact on the operating results both
positively and negatively.
4 SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure for the year ended 31 December
2024 is below.
DiscountDragon Nutricircle Boop Beauty Let's Explore Head Office Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 10,790 1,644 494 1,294 - 14,222
Cost of sales (10,941) (1,414) (538) (1,211) - (14,104)
Gross profit/(loss) (151) 230 (44) 83 - 118
Adjusted administrative expenses* (1,386) (298) (156) (226) (1,146) (3,212)
Other operating income - - - - 12 12
Adjusted EBITDA** (1,537) (68) (200) (143) (1,134) (3,082)
Depreciation (48) (24) - (2) (25) (99)
Amortisation (293) (27) (3) (88) (7) (418)
Impairment - - - (91) - (91)
One-off costs (note 5) (119) (41) - - (327) (487)
Finance costs - (2) - - (1) (3)
Finance income - - - - 131 131
Taxation 104 6 - 7 - 117
----------- ----------- ------------- ---------- ------------ ------------
Loss for the year (1,893) (156) (203) (317) (1,363) (3,932)
====== ====== ====== ====== ====== ======
A segmental analysis of revenue and expenditure for the year ended 31 December
2023 is below.
DiscountDragon Let's Explore Head Office Total Continuing Operations Dis-continued Operations Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 1,631 792 - 2,423 1,626 4,049
Cost of sales (1,541) (927) - (2,468) (924) (3,392)
Gross profit/(loss) 90 (135) - (45) 702 657
Adjusted Administrative expenses* (220) (202) (1,110) (1,532) (390) (1,922)
Other operating income - - 244 244 - 244
Adjusted EBITDA** (130) (337) (866) (1,333) 312 (1,021)
(866) ()
Depreciation (6) (1) (21) (28) (173) (201)
Amortisation (61) (175) (5) (241) (39) (280)
Loss on disposal of assets - - - - (3) (3)
Profit on disposal of subsidiaries - - - - 15,206 15,206
One-off costs (note 5) (13) - (662) (675) (23) (698)
Share based payments - - (337) (337) - (337)
Finance costs - - (2) (2) (4) (6)
Finance income - - 337 337 - 337
Taxation - (8) - (8) (8) (16)
----------- ----------- ------------- ---------- ------------ ------------
(Loss) / profit for the year (210) (521) (1,556) (2,287) 15,268 12,981
====== ====== ====== ====== ====== ======
*Adjusted administrative expenses exclude depreciation, amortisation,
impairment and one-off costs.
**Adjusted EBITDA is a non-GAAP metric.
5 ONE-OFF COSTS
2024 2023
£'000 £'000
One-off costs (non-GAAP measure)*
Redundancy/severance costs 311 25
Acquisitions and similar transactions 68 244
Aborted projects 80 -
Capital reduction and share buybacks - 225
Bonuses awarded in relation to the Immotion business sale - 181
Other 28 -
------------- ------------
487 675
====== ======
*One-off costs are included within administrative expenses but have been added
back for the purposes of calculating adjusted EBITDA which is a non-GAAP
alternative performance measure.
6 EARNINGS PER SHARE
2024 2023
£'000 £'000
Profit/(loss) attributable to ordinary equity holders of the parent
Continuing operations (3,851) (2,287)
Discontinued operations - 15,268
-------------- -------------
Profit/(loss) after taxation from all operations (3,851) 12,981
Basic weighted average number of shares 319,974,896 321,686,426
Diluted weighted average number of shares 346,328,630 355,153,905
============ ============
Continuing and discontinued operations £0.01 £0.01
Basic earnings/(loss) per share (1.20) 4.04
Diluted earnings/(loss) per share (1.20) 4.04
======== ========
Continuing operations £0.01 £0.01
Basic loss per share (1.20) (0.71)
Diluted loss per share (1.20) (0.71)
======== ========
Discontinued operations £0.01 £0.01
Basic earnings per share - 4.75
Diluted earnings per share - 4.75
======== ========
Earnings/(loss) per ordinary share has been calculated using the weighted
average number of shares outstanding during the relevant financial periods.
In accordance with IAS 33, diluted EPS must be presented when a company could
be required to issue shares that would decrease earnings per share or increase
the loss per share. However, IAS 33 stipulates that diluted EPS cannot show an
improvement compared to basic EPS. In this case, as the inclusion of potential
ordinary shares would result in an improvement, they have been disregarded in
the calculation of diluted EPS.
Diluted EPS is calculated based on continuing operations. Although the
discontinued operations in the comparative period generated positive earnings
per share, the loss per share from continuing operations means that the
dilutive effect of the potential ordinary shares is ignored.
7 BUSINESS COMBINATIONS
Nutricircle Limited (formerly Food Circle Supermarket Limited)
On 11 April 2024, the Company acquired 100% of the ordinary shares
in Nutricircle Limited (formerly Food Circle Supermarket Limited) for
consideration of up to £308,000. This investment is also included in the
Parent Company's statement of financial position at the fair value of the
consideration at the date of acquisition.
The assets and liabilities of the acquired company were as follows:
Book Fair Value Adjustment Fair Value
Value to Group
£'000 £'000 £'000
Property, plant and equipment 45 - 45
Intangible assets: customer database - 66 66
Cash and cash equivalents 9 - 9
Inventories 65 - 65
Trade and other receivables 7 - 7
Trade and other payables (170) - (170)
Contract liabilities (16) - (16)
Loans (27) - (27)
IFRS 16 lease (47) - (47)
Deferred tax - (17) (17)
------------- ------------- -------------
Net assets on acquisition (134) 49 (85)
Goodwill on acquisition 393
-------------
Total consideration 308
======
Consideration discharged by:
Initial cash consideration 100
Shares in the Company issued in the year 54
Shares in the Company yet to be issued 54
Contingent cash consideration 100
-------------
308
======
On 11 April 2024, the Company paid £100,000 in satisfaction of the initial
cash consideration and issued 2,096,436 new ordinary shares at a fair value of
2.6p each in satisfaction of the £54,000 initial equity consideration.
Subject to any adjustments to the purchase price in the event of warranty
claims against the vendors, the Company will issue a further 2,096,436 new
ordinary shares in satisfaction of the deferred consideration on the first
anniversary of the acquisition. The deferred consideration shares have been
valued at completion date fair value of 2.6p each.
An additional £100,000 in cash will be payable if Nutricircle meets certain
targets during its first 12 months post-acquisition.
A net deferred tax liability of £17,000 has been recognised in relation to
fair value adjustments arising on the business combination.
The goodwill on consolidation of £393,000 includes assets acquired which did
not meet the criteria for separate recognition such as supplier relationships
and employees' 'know-how'.
Costs of £40,000 relating to the acquisition are included within
administrative expenses in the period.
The revenue and loss after tax recorded by Nutricircle Limited in the period
were £1,644,000 and £156,000 respectively. Had the acquisition of
Nutricircle Limited completed on 1 January 2024, the combined revenue and loss
before tax for the Group would have been £14,475,000 and £3,999,000
respectively.
Boop Beauty Limited
Acquisition of 75% of Boop Beauty Limited
On 5 July 2024, the Company acquired 75% of the ordinary shares in
Boop Beauty Limited for cash consideration of £9,000. The investment is
included in the Parent Company's statement of financial position at the fair
value of the consideration at the date of acquisition.
The assets and liabilities of the acquired company were as follows:
Book Fair Value Adjustment Fair Value
Value to Group
£'000 £'000 £'000
Cash and cash equivalents 3 - 3
Inventories 14 - 14
Trade and other receivables 2 - 2
Trade and other payables (11) - (11)
------------- ------------- -------------
Net assets on acquisition 8 - 8
Non-controlling interest (2)
Goodwill on acquisition 3
-------------
Total consideration 9
======
Consideration discharged by:
Initial cash consideration 9
======
On 5 July 2024, the Company paid £9,000 in satisfaction of the initial cash
consideration.
The goodwill on consolidation of £3,000 includes assets acquired which did
not meet the criteria for separate recognition such as supplier relationships
and employees' 'know-how'.
Acquisition of additional 25% interest in Boop Beauty Limited
On 27 December 2024 the Company acquired the remaining 25% of the ordinary
shares in Boop Beauty Limited for equity consideration of £96,000. The
investment is included in the Parent Company's statement of financial position
at the fair value of the consideration at the date of acquisition.
The Company will issue 3,248,863 new ordinary shares in satisfaction of the
deferred consideration no later than 27 May 2025. The deferred consideration
shares have been valued at completion date fair value of 2.95p each.
On 27 December 2024, the carrying value of the net deficit of Boop Beauty
Limited, adjusting for the goodwill on the initial 75% acquisition, was
£192,000. The additional interest acquired has been recognised as follows:
£'000
Consideration paid to non-controlling shareholder 96
Carrying value of non-controlling interest (25% of £192,000 net deficit) 48
-------------
Difference recognised in retained earnings 144
======
Costs of £8,000 relating to the acquisition are included within
administrative expenses in the period.
The revenue and loss after tax recorded by Boop Beauty Limited in the period
were £494,000 and £203,000 respectively. Had the acquisition of Boop
Beauty Limited completed on 1 January 2024, the combined revenue and loss
before tax for the Group would have been £14,252,000 and £3,928,000
respectively.
Let's Explore Limited
On 10 May 2024, the Company completed a transaction diluting its ownership in
Let's Explore Limited from 100% to 75% via the issue of new ordinary shares in
Let's Explore Limited to an external investor, Wicked Vision Limited for
nominal value. No consideration was received by the Company.
As at 10 May 2024, the net assets of the Let's Explore sub-group (comprising
Let's Explore Limited and Let's Explore, Inc.), net of a £401,000 loan
payable to the Company, was £112,000. The transaction therefore created a
non-controlling interest of £28,000, with the opposite entry being recognised
directly in equity (retained earnings).
8 PROPERTY, PLANT AND EQUIPMENT
Fixtures, Right-of-Use
Fittings Motor Vehicles Asset
& Equipment Total
Cost £'000 £'000 £'000 £'000
At 1 January 2023 3 - - 3
Acquired with subsidiary 74 6 - 80
Additions 17 156 - 173
------------ ------------ -------------- ------------
At 31 December 2023 94 162 - 256
------------ ------------ -------------- ------------
At 1 January 2024 94 162 - 256
Acquired with subsidiary 10 - 132 142
Additions 196 - - 196
-------------- -------------- -------------- ------------
At 31 December 2024 300 162 132 594
--------------- -------------- -------------- ------------
Accumulated depreciation
At 1 January 2023 - - - -
Acquired with subsidiary 18 1 - 19
Depreciation of owned assets 7 21 - 28
--------------- --------------- -------------- ------------
At 31 December 2023 25 22 - 47
--------------- --------------- --------------- ------------
At 1 January 2024 25 22 - 47
Acquired with subsidiary 8 - 89 97
Depreciation of owned assets 53 24 - 77
Depreciation of leased assets - - 22 22
-------------- -------------- -------------- ------------
At 31 December 2024 86 46 111 243
-------------- -------------- -------------- ------------
Net Book Value
At 31 December 2024 214 116 21 351
======= ======= ======= ========
At 31 December 2023 69 140 - 209
======= ======= ======= ========
At 31 December 2022 3 - - 3
======= ======= ======= ======
The net book value of assets held under finance leases or hire purchase
contracts, included above, is £21,000 (2023: £Nil).
9 INTANGIBLE ASSETS
Development Goodwill on Consolidation Other Intangible Assets Total
Costs
£'000 £'000 £'000 £'000
Cost
At 1 January 2023 454 - 29 483
Acquired with subsidiary 30 1,635 2,226 3,891
Additions 86 - 9 95
Transfers - - 7 7
Disposals - - (20) (20)
------------- ------------- ------------ ---------------
At 31 December 2023 570 1,635 2,251 4,456
------------- ------------- ------------ ---------------
At 1 January 2024 570 1,635 2,251 4,456
Acquired with subsidiary - 396 66 462
Additions 215 - 29 244
Disposals - - (9) (9)
------------- ------------- ------------ ---------------
At 31 December 2024 785 2,031 2,337 5,153
------------- ------------- ------------ ---------------
Accumulated amortisation
At 1 January 2023 255 - 14 269
Acquired with subsidiary 5 - 13 18
Amortisation 166 - 75 241
Transfers - - 5 5
Disposals - - (12) (12)
------------- ------------- ------------- ---------------
At 31 December 2023 426 - 95 521
------------- ------------- ------------- ---------------
At 1 January 2024 426 - 95 521
Amortisation 110 - 308 418
Impairment 91 - - 91
Disposals - - (9) (9)
------------- ------------- ------------- ---------------
At 31 December 2024 627 - 394 1,021
------------- ------------- ------------- ---------------
Net Book Value
At 31 December 2024 158 2,031 1,943 4,132
====== ======= ====== =======
At 31 December 2023 144 1,635 2,156 3,935
====== ======= ====== =======
At 31 December 2022 199 - 15 214
====== ======= ====== =======
Other intangible assets comprise the Discount Dragon brand, Discount Dragon
and Nutricircle customer databases, trademarks and other intellectual
property.
As at 31 December 2024, the Discount Dragon brand had a carrying value of
£1,844,000. Amortisation is charged on the Discount Dragon brand at 10% on a
straight-line basis and it has an estimated remaining useful life of between
eight and nine years.
Amortisation is charged on all other intangible assets over periods ranging
between two and three years on a straight-line basis and they have between one
and three years' remaining average useful lives.
Impairment reviews
Goodwill
The Group tests goodwill twice-annually for impairment, or more frequently if
there are indications of impairment. In order to perform this test, management
is required to compare the carrying value of the relevant cash generating unit
("CGU") with its recoverable amount. The recoverable amount of the CGU is
determined from a value in use calculation. It is considered that any
reasonably possible changes in the key assumptions would not result in an
impairment of the present carrying value of the goodwill. Goodwill on
consolidation is split between CGUs as follows:
2024 2023
£'000 £'000
Discount Dragon 1,635 1,635
Nutricircle 393 -
Boop Beauty 3 -
------------ -------------
2,031 1,635
====== =======
The recoverable amount of the three CGUs have been assessed in isolation based
on a review of current and anticipated performance. In preparing these
projections, a discount rate of 19.71% has been applied to forecast earnings
for 2025 and 2026 followed by a terminal value calculation based on 5% annual
growth and subjected to sensitivity analysis. Reducing forecasted revenue by
10.2% throughout the forecast period would result in a material impairment to
the carrying value of the CGU's intangible assets, all other things being
equal. The discount rate is based on the Company's estimated weighted average
cost of capital plus 3%.
Other intangible assets
The Group tests other intangible assets twice-annually for impairment, or more
frequently if there are indications of impairment. In order to perform this
test, management is required to compare the carrying value of the relevant
intangible asset with its recoverable amount. The recoverable amount of the
intangible is determined from a value in use calculation.
In the year ended 31 December 2024, the group impaired development costs of
£91,000 relating to the Let's Explore business due to uncertainty around
their recoverability.
10 SHARE CAPITAL
2024 2024 2023 2023
Called up share capital Shares of 0.040108663 pence each £'000 Shares of 0.040108663 pence each £'000
Allotted, called up and fully paid
At beginning of period 318,305,143 127 415,538,083 166
Share options exercised - - 47,125,978 19
Share buybacks and cancellations - - (275,040,736) (110)
Acquisition of subsidiaries 3,011,840 2 130,681,818 52
At end of period 321,316,983 129 318,305,143 127
11 RESERVES
Full details of movements in reserves are set out in the consolidated
statement of changes in equity. The following describes the nature and purpose
of each reserve within owners' equity:
Share premium: Amount subscribed for share capital in excess of nominal value.
Foreign exchange reserve: Reserve arising on translation of the Group's
overseas subsidiaries.
Merger reserve: Premium above the nominal value of shares issued for equity
consideration.
Capital redemption reserve: Nominal value of the Company's own shares
purchased and cancelled.
Equity reserve: Deferred equity consideration in relation to the Huddled
Holdings Limited (formerly Huddled Group Limited), Nutricircle Limited
(formerly Food Circle Supermarket Limited) and Boop Beauty Limited
acquisitions.
Non-controlling interest: the value of subsidiaries' equity not owned by the
parent company.
Retained earnings: Cumulative net gains and losses recognised in the
consolidated statement of comprehensive income.
12 POST BALANCE SHEET EVENTS
On 22 April 2025, the Company issued 2,096,436 new ordinary shares at a price
of 2.385 pence, set at the time of the acquisition on 11 April 2024, in
satisfaction of the £50,000 deferred share consideration for Nutricircle
Limited (formerly Food Circle Supermarket Limited).
The Directors have decided to wind down the Let's Explore division with the
intent of ceasing operations completely in 2025. The results of the Let's
Explore division are included with continuing operations in 2024 as the
division did not meet the criteria to be classified as an asset held for sale
as at 31 December 2024 in accordance with IFRS 5.
1 (#_ftnref1) FY2023 included Discount Dragon from 17 October 2023 and Let's
Explore for the full year
2 (#_ftnref2) Q1 2024 included Discount Dragon and Let's Explore
(( 3 (#_ftnref3) )) Including pre-acquisition trading
4 (#_ftnref4) Q1 2024 included Discount Dragon and Let's Explore
5 (#_ftnref5) Includes pre-acquisition trading
(( 6 (#_ftnref6) )) Adjusted EBITDA is a non-GAAP metric and is stated before
depreciation, amortisation, impairment and one-off costs.
(( 7 (#_ftnref7) )) Adjusted EBITDA is a non-GAAP metric and is stated before
depreciation, amortisation, impairment and one-off costs.
8 (#_ftnref8) Adjusted administrative expenses exclude depreciation,
amortisation, impairment and one-off costs.
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