REG - Sosandar PLC - Full Year Results and Trading Update
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RNS Number : 0148R Sosandar PLC 15 July 2025
Date: 15 July 2025
On behalf of: Sosandar plc ('Sosandar' or 'the Company')
Embargoed until: 0700hrs
Sosandar plc
Full Year Results and Trading Update
A year of margin growth and improvement in profitability, with a return to
revenue growth in Q1 FY26
Sosandar PLC (AIM: SOS), the women's fashion brand, creating quality,
trend-led products for women of all ages, is pleased to announce its financial
results for the year ended 31 March 2025 ('FY25').
FY25 Financial Highlights
· Revenue of £37.1m (FY24: £46.3m) reflecting a deliberate transition away
from price promotional activity in order to improve gross margin
· Improved gross margin of 62.1%, up from 57.6% in the prior year
· This gross margin delivered an improvement in profitability despite the
reduction in revenue.
· Adjusted profit before tax of £0.2m (£0.3m loss FY24) excluding the one-off
costs associated with a move of warehouse (£0.2m)
· Maintained a robust net cash position of £7.3m despite self-funding the
rollout of our own stores (£8.3m as at 31 March 2024)
Note: The Group is reporting an audited £0.1m loss before tax for FY25. This
differs from the £0.5m profit before tax that the Group anticipated reporting
for FY25 in the trading update released on 16 April 2025, the difference being
due to adjustments arising from the audit including £0.4m associated with a
stock write down and £0.1m of additional one-off costs associated with the
move of warehouse.
FY25 Operational and Strategic Progress
· Successfully transitioned Sosandar.com away from price promotional activity to
drive improved gross margins
· Trading with well-established third-party partners was strong during the
period
· Opened first six stores in FY25 as the Company transitioned to becoming a
full-price multi-channel retailer with market town stores on a quicker
trajectory towards profitability than shopping centre stores
· Licensing agreement signed with NEXT for a Sosandar homeware range. This
followed the continuing success of Sosandar's clothing range sold through NEXT
· Moved to a new third-party warehouse provider in February, well suited to
Sosandar's growth ambitions
Post-period Trading (Q1 FY26)
· Return to revenue growth with net revenue of £9.5m, a 15% increase versus the
prior year (Q1 FY25: £8.2m). This is despite no sales through Marks &
Spencer, our second biggest third-party partner, since mid-April due to their
cyber incident
· Importantly, own website also returned to revenue growth with a 15% increase
versus the prior year, driven by an increase in traffic, conversion and number
of orders from both new and existing customers
· Continued improvement in gross margin to 65.0%
· Q1 FY26 has continued to be cash generative, with the cash position standing
at £8.0m as at 30 June 2025, up from £7.3m at period end
· Continuing to take learnings from initial store openings with focus on getting
the six stores opened so far to profitability and pausing before opening any
further stores
· Following the cyber-incident, the Company is cautiously anticipating lower
revenue through Marks & Spencer for the rest of FY26. This, alongside the
decision to focus on the existing store portfolio, means that the Company is
taking a prudent view and is therefore modifying FY26 guidance. The Company
now expects FY26 revenue to be up 18% to £43.6m, with an expected profit
before tax of £0.4m*.
Ali Hall and Julie Lavington, Co-CEOs commented:
"During the last year we've strengthened the foundations of the business,
which will enable us to deliver our growth and profit ambitions going
forwards. Taking the decision to reduce price promotions has resulted in an
expected reduction in revenue but significantly improved margins and cash
generation which, in turn, has allowed the Group to maintain a robust balance
sheet and self-fund its growth plan.
The opening of our first stores was a milestone for Sosandar, and we are
pleased with how we have brought our brand to life in the physical retail
environment. We have taken clear learnings from the trajectory of our stores
in market towns versus shopping centres and are focused on getting our
existing portfolio to profitability before opening any further stores. This
decision, alongside the continuing impact from the Marks & Spencer cyber
incident on our third-party sales, means we are moderating our expectations
for revenue and profit growth in the current year.
Nonetheless, we believe we are now at an inflection point, with the
foundations laid for profitable, cash generative growth, and we have returned
to revenue growth in Q1 FY26. We will continue to leverage our brand equity
and scale the business through our multiple channels and are excited for what
lies ahead for Sosandar."
*Prior to this announcement, Sosandar believes that market expectations for
the year ending 31 March 2026 were revenues of £46.2 million and adjusted PBT
of £1.5 million.
Presentations
Sosandar is hosting a webinar for retail investors at 09:00 today. If you
would like to attend, please register here:
https://engageinvestor.news/SOS_IP25 (https://engageinvestor.news/SOS_IP25)
This announcement contains inside information for the purposes of the retained
UK version of the EU Market Abuse Regulation (EU) 596/2014 ("UK MAR").
Enquiries
Sosandar plc www.sosandar.com (http://www.sosandar.com)
Julie Lavington / Ali Hall, Joint CEOs c/o Alma PR
Steve Dilks, CFO
Singer Capital Markets +44 (0) 20 7496 3000
Peter Steel / Tom Salvesen / Sara Hale
Alma Strategic Communications +44 (0) 20 3405 0205
Sam Modlin / Rebecca Sanders-Hewett / Kinvara Verdon sosandar@almastrategic.com (mailto:sosandar@almastrategic.com)
About Sosandar plc
Sosandar is a women's fashion brand in the UK targeting style conscious women
who have graduated from lower quality, price-led alternatives. The Company
offers this underserved audience fashion-forward, affordable, quality clothing
to make them feel sexy, feminine, and chic. The business sells predominantly
own-label exclusive product designed and tested in-house.
Sosandar's product range is diverse, providing its customers with an array of
choice for all occasions across all women's fashion categories. The company
sells through Sosandar.com and its own stores, and has a number of high value
brand partnerships including with NEXT and Marks & Spencer.
Sosandar's success has been built on an exceptional product range, seamless
customer experience and impactful, lifestyle marketing, all of which is
underpinned by combining innovation with data analysis. Our growth strategy is
focused on continuing to grow brand awareness and expand our addressable
market and routes to market, reaching customers wherever they wish to shop.
This is achieved both through direct to consumer channels and through chosen
third-party partners.
Sosandar was founded in 2016 and listed on AIM in 2017. More information is
available at www.sosandar-ir.com (http://www.sosandar-ir.com)
CHAIRMAN'S STATEMENT
This has been a pivotal year. A year in which we have changed strategic
direction whereby we stopped using discounting/promotions as a default
marketing tool to drive sales volume (on our own channels) and have focussed
on building our margins and profitability. This change required us to
re-educate our customers not to wait for the next discount but to drive
normalised shopping behaviour. We also opened our first six retail stores.
We have now transitioned to being a true multi-channel retailer, with our
products being sold on our own site, through our own stores and via highly
reputable third-party partners.
Ahead of opening our stores, we set out strict criteria that would influence
our decision making around stores - all the locations were selected for
fitting these criteria, of being affluent, thriving locations where Sosandar
customers over-index. We are pleased with the way we have handled the opening
of our first stores from an operational perspective and the marketing vehicle
they have become. We have learnt that revenue is stronger in market towns and
therefore they are on a better trajectory towards break even when compared to
our stores in shopping centres.
This change in strategic direction was tough to achieve when consumers were
under financial pressure but it was essential to laying the foundations for
sustainable, profitable and cash-generative growth. Margin enhancement and
profitability were prioritised as we continued our transition to becoming a
full-price multi-channel retailer with the material improvement in gross
margin against historical levels now being delivered on a sustained basis.
The strength of the Sosandar brand and our unique product range continues to
drive our success. Our products are reaching more women globally, more
regularly and through more channels than ever before.
At the heart of Sosandar's success is our unique product and our head-to-toe
outfits, which sell at a mid-level price point. They are high quality, long
lasting and cover all occasions. They continue to resonate with our customers,
which sees them returning for their wardrobe needs multiple times per year.
From the initial product designs through to sourcing, logistics, customer
service and all aspects of retailing, it is only possible because of our
excellent team working to create clothing that meets our customers' wants and
needs. Having customers, new and returning, making comments such as "First
class customer service", "have been so impressed with the quality of the
clothing" and "my experience was outstanding" truly illustrates both the
strength of the team and product. We have a brilliant team of people at
Sosandar and I would like to thank them for their hard work and passion for
the brand.
The hard work delivered in FY25 saw us reach an inflection point following the
successful execution of our strategy. Looking ahead, in the current year we
are focused on getting our existing store portfolio towards profitability. We
are also managing the ongoing impact of the Marks & Spencer cyber-attack
on our third-party partner sales. Despite this, we expect a return to sales
growth in FY26 at full margin and are confident that the foundations are now
also in place for sustainable, profitable and cash-generative growth over the
medium to long-term.
Nicholas Mustoe
Chairman
14 July 2025
CO-CEO'S STATEMENT
Strategic focus delivering strong financial performance
The past year has been a pivotal year in Sosandar's development. Seeing the
Sosandar brand on high streets, and the reaction we have received so far,
validates our decision to give our customers more ways to shop with our brand.
As part of our journey to becoming a true multichannel retailer, in the second
half of FY24 we took the decision to reduce price promotional activity outside
the major scheduled sale events and only undertake selective marketing
campaigns, and to focus on driving margin and profitability.
We delivered what we set out to achieve: growth in margin and improvement in
profitability, all whilst opening our first six own stores. Throughout FY25 we
remained steadfast in our approach in building the foundations for
sustainable, profitable and cash-generative growth. The strategy is now
proving successful, with the business reaching an inflection point providing
the platform for us to deliver topline revenue growth in FY26 and beyond.
Throughout the latter part of FY25 we began to see the results of our
disciplined approach coming through in performance. This has continued into
the new financial year with Q1 revenue being ahead of last year by 15%.
As a result of our strategic focus, we have delivered revenue of £37.1m
(FY24: £46.3m) reflecting the reduction in price promotional activity on our
own website. Our focus on gross margin has enabled us to deliver an increase
for the period to 62.1%, up from 57.6% in the prior year. The material
improvement in gross margin is now being delivered on a sustained basis and
provides the foundation from which to drive sustainable and profitable
cash-generative growth over the long-term, towards our strategic objective of
£10m profit before tax.
Demonstrating the impact of improved gross margin, we delivered a reduced loss
before tax of £0.1m (FY24: £0.3m loss) and an adjusted profit before tax of
£0.2m excluding one-off costs associated with the move of warehouse, a
positive swing compared with FY24. We have maintained a robust net cash
position despite self-funding the rollout of our own stores with a net cash
position of £7.3m, down from £8.3m at 31 March 2024.
Our vision and purpose
Our vision is to be one of the largest womenswear brands in the UK and have a
significant presence internationally. A one-stop destination for
fashion-forward women who want stylish clothing that suits everyday life.
Our mission to empower women of all ages and sizes to feel good in what they
wear by creating a diverse range of products that make them feel sexy, chic
and expressive whilst feeling comfortable and able to go about their everyday
lives. We design products that women will wear and love for years, given their
timeless style and high quality. This ethos is reflected in our pricing, our
design philosophy, and our enduring relationship with our customers.
Our purpose is to lead the shift away from out-dated fashion norms, as we
recognise that women of all ages deserve and desire to wear clothes that
celebrates individuality and makes them feel good with confidence.
Our unique brand
The strength of our brand and product range, and our use of lifestyle imagery,
are the key drivers of our success and keep our customers returning to us for
their wardrobe needs.
The Sosandar brand has become synonymous for denim, dresses, knitwear and
partywear which are the core of our range.
As Sosandar continues to grow, we are committed to developing our product
range to offer our customers an ever-growing variety of on-trend, affordable,
long lasting, lifestyle appropriate clothes. The success of our range has been
consistently strong across all our different routes to market.
Through the success of our own website, our own stores, and third-party
partnerships with some of the largest retailers in the UK and now
internationally, the Sosandar brand is now widely recognised as on-trend,
affordable and high quality, providing us with opportunities to further
leverage our strong brand in the future.
Our routes to market
1. Our own channels
Own site
Sosandar.com is the cornerstone of our brand, serving as the digital hub for
engaging with Sosandar. The platform provides customers with access to our
full product offering, while also showcasing the essence of the Sosandar
lifestyle through our unique imagery.
The website is regularly updated with new collections and curated content to
reflect evolving trends and customer preferences. Our investment in technology
and user experience to ensure a seamless, intuitive, and high-quality shopping
journey across all digital channels means that we have the right foundations
and structure to scale efficiently.
Own stores
One of the key milestones of the year was opening our first stores. We now
have stores in Marlow, Chelmsford, Gateshead, Cardiff and in February we
opened in Bath and Harrogate.
We have strict criteria around location for our stores and these locations
were carefully selected for being affluent, thriving locations where Sosandar
customers over-index.
We are very much at the beginning of our journey with stores, having only
opened our first one less than a year ago, and we are delighted with how we
have brought our brand to life in the physical retail environment. We knew
stores would be a great marketing tool, and that is proving to be the case, as
60% of customers in store are brand new to Sosandar. Additionally, we also
believed we would see an increase in traffic and revenue in the areas in which
stores are located, and that has happened. We have also opened our stores and
handled all the logistics of running them, reflecting the wealth of store
expertise across our team.
We have found that footfall across market towns (Marlow, Chelmsford, Bath and
Harrogate) and shopping centres (Gateshead and Cardiff) where our stores are
located is similar, but what differs is the conversion. At this point,
conversion and therefore revenue in our market town stores is higher than in
shopping centres. We believe that the demographic of our typical customer in
market towns is more concentrated, and they more regularly shop in the area.
This combination is driving higher conversion.
The stores we opened in the first two market towns (Marlow and Chelmsford)
have the highest revenue and the highest conversion rate and are near to break
even profitability within their first year of opening. The second two market
town stores (Bath and Harrogate) only opened in February this year and are
following a similar trajectory. For the reasons stated above, the shopping
centre stores opened in Autumn 2024 are further behind on their path to
profitability.
Overall, the opening of stores has impacted the brand positively. The
opportunity to interact with our customers on a personal basis through our
stores has been highly beneficial and it has brought the entire company even
closer to our customers.
As a reminder, we believe that having our own stores will:
· Deliver multiple benefits both to our total addressable market, profitability
and to the brand as a whole;
· Bring increased brand awareness;
· Drive higher margins, both at the gross and operating level;
· Result in more efficient marketing; and
· Deliver overall lower returns rates
2. Third-party channel
Third-party partnerships, both domestically and internationally, remain a key
facet of our higher margin multi-channel model and play an important role in
growing and strengthening our loyal customer base.
We now have ten partners across the UK and internationally with the largest
being NEXT and Marks & Spencer. Trading with our well-established
third-party partners was strong in the period, with the success of our product
resulting in Sosandar being one of the top selling brands across all
third-party partners.
3. Licensing
We see licensing as a fantastic opportunity to leverage our brand equity and
extend the success Sosandar has had through third-party partnerships with
little risk and no capital expenditure.
In November we were delighted to announce that we had signed an agreement with
NEXT for a Sosandar homeware range. This followed the success of Sosandar's
clothing range sold through NEXT, and the licensing deal will combine NEXT's
sourcing and quality expertise with Sosandar's design inspiration. The range
will include a full set of living room furniture and accessories, including
sofas, accent chairs, rugs and lighting. It will be sold online exclusively at
NEXT.co.uk and is expected to launch in Autumn 2025.
Current trading and outlook
FY25 was a year of significant strategic progress. We built the foundations to
return to sustainable, profitable and cash-generative growth over the medium
term.
Trading in FY26 has been strong, with revenue for Q1 up by 15% compared to the
previous year, despite there being no sales through Marks & Spencer since
mid-April following their cyber incident. This return to growth is also at
strong gross margin which is up by 160bps year on year to 65.0%.
We are continuing to take our learnings from our store openings and are
focused on getting the six stores opened so far to profitability. This is our
priority in the period before opening any further stores.
With the timing of restocking and the new seasons range, we expect the impact
from the Marks & Spencer cyber-attack on our third-party partner sales to
continue through to at least August. This, alongside the decision to focus on
the existing store portfolio and pausing on opening more stores for now, means
that we are taking a prudent view of our full year outturn. We continue to
expect to grow revenue and profit in FY26, however, we are moderating our
expectations for FY26 revenue growth to +18%, with a consequential impact on
profit.
Looking ahead, we believe we have reached an inflection point with the margin
we are now consistently delivering and our customers accustomed to paying full
price. We have clear priorities set and are committed to driving growth
through our own distribution channels, maintaining our approach to price
promotional activity in order to maximise any investment payback and maintain
our gross margin.
We remain incredibly excited for what lies ahead for Sosandar as we take
advantage of the multiple opportunities available to us as we take the
Sosandar brand to more customers across the UK and increasingly worldwide in
our journey to become one of the largest womenswear brands globally.
Ali Hall & Julie Lavington
Co-CEO's
14 July 2025
FINANCIAL REVIEW
KPI's
Year ended 31 March 2025 Year ended 31 March 2024 Change
£'000
£'000
Revenue 37,132 46,277 -20%
Gross Profit 23,065 26,650 -13%
Gross Margin 62.1% 57.6% 453bps
Administrative Expenses 22,884 26,984 -15%
Loss before tax (67) (332) 80%
Adjusted Profit before tax * 156 (332) N/A
EBITDA ** 760 (18) N/A
* Excludes warehouse transition costs of £223,000
** EBITDA is calculated as profit before tax less interest, depreciation and
amortisation
Sosandar.com KPI's
Year ended 31 March 2025 Year ended 31 March 2024 Change
Sessions 13,584,784 15,090,432 -10%
Conversion rate 2.42% 3.43% -101bps
Number of orders 328,574 518,108 -37%
AOV** £114.09 £102.25 12%
Active customers *** 177,201 253,566 -30%
Average Order Frequency **** 1.85 2.08 -11%
** Average Order Value is calculated on own site sales only, inclusive of
shipping charges and VAT
*** Active customers is the number of individual customers who purchased from
Sosandar.com in the last 12 months
**** Average Order Frequency is the total number of orders in the last 12
months divided by the number of active customers
The Group has delivered a robust financial performance in the year which has
been a period of significant strategic change. The strategic focus is on
cementing the foundations to deliver sustained growth in profitability through
higher gross margins. Specifically, there has been a substantial reduction in
price promotional activity on own channels which has had the impact of reduced
revenue in the year. However, despite the lower revenue, gross margins are
significantly ahead of the previous year and loss before tax has also improved
to a loss of £0.1m (loss of £0.3m in FY24). The loss in the year includes
the one-off costs associated with the move of warehouse. Excluding these, FY25
delivered a profit before tax of £0.2m. During the year, the revenue delta
against the previous year has reduced as each month passed, with March 2025
being the first month to be in growth. This improving trend has continued post
year end with April, May and June being substantially ahead of the previous
year, which validates the approach being taken, with the improved revenue in
FY26 to date. In addition, FY25 was a milestone year, with the opening of the
first Sosandar physical retail store in Chelmsford. Five additional stores
followed, resulting in a total of six stores open by the end of the financial
year. The investment required to open the stores has been funded from existing
resources, excluding this, the Group has been cash generative in the period,
ending with a cash balance of £7.3m as at 31(st) March 2025 (2024: £8.3m).
The non-financial KPIs for Sosandar.com that are shown above reflect the
strategic change away from revenue growth as the overriding priority and
therefore show a reduction.
The performance in the year was also delivered against a backdrop of ongoing
challenges presented by the macro environment which has continued to include
wars, high cost of living and international trade uncertainty. The agility and
ongoing approach to managing risk in all aspects of how the business is led,
continues to enable us to deliver such a robust performance once more.
The cash balance is particularly strong and we continue to expect to fund the
store opening programme entirely from existing cash resources.
Revenue down -20% to £37.1m
The reduction in revenue reflects the focus on improving gross margins,
specifically through the reduction in price promotional activity through own
distribution channels. Within the year, the opening of the first Sosandar
physical stores was a milestone, although the overall revenue is relatively
small in the year. The four stores in market towns are performing well, in
particular the two that opened first which are moving towards break even. The
two shopping centre stores have been slower in terms of revenue which is one
of the key learnings to date.
The performance improved through the year in terms of variance against FY24,
with H1 being 27% down and H2 being 13% down, with March 2025 being ahead.
Whilst price promotional activity was reduced in every month, it is not until
post year end (April 2025 onwards) that the first true like-for-like
comparison has been possible. It is therefore pleasing to see revenue return
to growth post year end, despite the impact of the lost revenue as a result of
the cyber-attack at Marks & Spencer.
Gross Margin +453bps to 62.1%
The strategic focus on improving gross margin through the reduction of price
promotional activity has resulted in a substantial rise to 62.1% for FY25.
This represents a 453bps improvement compared to FY24. Whilst revenue has been
impacted in the year, delivering gross margins at 60% plus has been the number
one priority for the year.
Generating less revenue in the year has meant that we purchased less stock
from suppliers compared with the previous year. Therefore, delivering such an
improvement in gross margin is also testament to the internal buying teams as
the strong relationships that they have with suppliers has enabled us to
maintain the product cost despite purchasing less volume overall. As we return
to growth in FY26 and beyond, there is opportunity to further improve gross
margins as a result of improved cost prices resulting from growing scale.
Administrative Expenses -15% to £22.9m
Total administrative expenses reduced by 15% to £22.9m (FY24: £27.0m)
compared to a 20% reduction in revenue.
Administrative expenses as a percentage of revenue increased to 62%
(FY24:58%), which is primarily a reflection of the lower revenue in the year.
In addition, opening the first physical Sosandar stores has added a greater
element of fixed cost into the business.
Spend on marketing reduced significantly in the year, to £1.1m (FY24: £4.0m)
as the focus has been on re-base lining the natural customer demand selling at
full price. Historically, the core marketing activities of brochure and TV
have included a price discount in order to ensure return on investment. In
FY25, spend has been on digital, specifically meta and google. Towards the end
of FY25, we started to increase the spend per day, to provide insight into the
incremental benefit on new customer acquisition and repeat customer behaviour.
The results of this trial will be informing spend decisions for FY26 where our
intention is to spend more again, however not to the levels of previous years
and maintaining discipline over this area.
The cost of fulfilment which includes warehousing and customer order delivery
costs reduced by 31% to £3.8m (FY24: £5.5m). This reduction reflects the
lower throughput as the revenue was lower, which has resulted in the operation
being much more efficient. As a percent of revenue, costs are lower as less
stock is being shipped and returned. In February 2025, we moved warehouse from
GXO to Torque Logistics. The move was smooth with no customer impact. The
costs associated with the move (£0.2m) are reported as one-off due to the
unique nature of the project. Torque has multiple apparel and footwear brands
as clients and therefore we have moved, in part, to benefit from their
experience in supporting multi-channel retailers. From a cost perspective,
there is some benefit, delivered through the efficiencies of Torque's
processes, coupled with added value services being already embedded in their
operation.
The transition costs incurred include labour costs to pick and pack all stock
at GXO, receive and put away at Torque as part of the transfer, transport
costs to move the stock and redundancy costs where GXO employees did not
transfer to Torque. This cost, whilst not directly incurred by the Group was a
contractual obligation in the agreement with GXO.
During the year, we continue to work with Royal Mail and Evri for direct to
consumer deliveries, offering choice to the customer.
The cost of physical retail stores including fit out depreciation was £1.5m
in FY25 (FY24: Nil). This includes £0.3m of pre-opening spend which includes
rent, rates and staffing before day one of trading.
Other administrative costs were flat in the year. Specifically on people the
cost was flat at £5.6m excluding retail store employee cost. Inclusive of
retail store staff, the total cost of people increased to £6.0m (FY24:
£5.7m). This is inclusive of share based payments of £0.3m (FY24: £0.3m).
Average Head Office headcount in the year was 90 (FY24: 97) reflecting pro
rata effect of efficiencies made during FY24.
Statement of Financial Position
The statement of financial position is robust. As at 31 March 2025, the Group
had net assets of £17.9m (FY24: £18.2m) and a net current asset position of
£14.5m (FY24: £16.7m).
The cash balance at 31 March 2025 is £7.3m (FY24: £8.3m) and there remains
no bank indebtedness. The Group generated positive cash in the year of £1.1m
excluding the investment in fixed and intangible assets which totalled £2.1m.
The cost associated with the roll out of the six Sosandar stores has been made
from existing resources.
Inventory has marginally increased in the year, from £10.9m in FY24 to
£11.1m in FY25. The reported inventory balances include stock on hand at the
main warehouse, at our stores and at third-party concession partners, stock in
transit and the right to return asset which covers post year end returns. The
increase in inventory largely reflects the timing of when stock has landed
into the warehouse for the Spring 2025 season. The opening of Sosandar stores
means that stock will generally land into the warehouse earlier in order to
ensure a full range of new stock is available to commence the new selling
season.
Within inventory, the right to return stock, covering the post year end
returns, was maintained at £0.6m (FY24: £0.6m) which reflects the trading
performance in March 2025 which was similar to the previous year.
Trade and other payables increased to £7.1m (FY24: £5.1m). Trade creditors
have increased to £2.9m (FY24: £2.1m) reflecting the timing of stock
purchases being earlier coupled with average payment terms now being 70 days
compared with 60 one year ago.
Contract liabilities increased to £1.7m (FY24: £1.4m) which reflects the
higher provision required for post year end refunds following a stronger
trading performance in March compared with the previous year. Liability for
VAT increased to £0.8m (FY24: £0.5m) due to improved sales towards the end
of the financial year.
Trade and other receivables increased to £3.8m (FY24: £2.8m) which includes
amounts owing from concession and wholesale customers. The increase reflects
the timing of payments from concession partners being just after year end,
rather than just before. No change to payment terms were made during the year
and the vast majority of payments continue to be received on time and in full.
Non-current assets increased to £6.8m (FY24: £1.9m), which includes the
right of use asset (FY25: £4.1m vs FY24: £0.6m) as a result of opening six
retail stores.
Investment in fixed assets and intangibles is focused on the two main projects
within the year. Firstly, the opening of the stores totalled £1.7m which is
inclusive of all elements of the store project including design, installation
and physical fixtures. Secondly, the first stage of the ERP project went live
in March 2025 at a total cost of £0.6m. Stage 1 covers all stock and sales
elements including integrations between the main system (Microsoft Business
Central), warehouse management system, web platform and retail store
system.
The implementation has gone well with the second stage expected to go live
mid-2025 which is finance. The system is already resulting in process
efficiencies, with more to follow when stage two is complete.
Cashflow
The Group had a net cash position as at 31 March 2025 of £7.3m (FY24:
£8.3m). As highlighted already, the Group's cash position improved during the
year, exclusive of the investment in fixed and intangible assets.
The cash balance is healthy, with the forecast for FY26 to be cash generative,
reflecting a return to revenue growth and increase in EBITDA.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
Year ended 31 March Year ended 31 March
2025 2024
Notes £'000 £'000
Revenue 3 37,132 46,277
Cost of sales (14,067) (19,627)
Gross profit 23,065 26,650
Administrative expenses (22,884) (26,984)
Warehouse transition - one -off costs (223) -
Operating loss (42) (334)
Finance income 109 38
Finance costs 5 (134) (36)
Loss before taxation (67) (332)
Income tax credit/ (expense) 7 (477) (91)
Loss for the year (544) (423)
Other comprehensive income - -
Total comprehensive profit/(loss) for the year (544) (423)
Earnings/(loss) per share:
Earnings/(loss) per share - basic, attributable to ordinary equity holders of 8 (0.22) (0.17)
the parent (pence)
Earnings/(loss) per share - diluted, attributable to ordinary equity holders (0.22) (0.17)
of the parent (pence)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 MARCH 2025
As at 31 March As at 31 March
2025 2024
Notes £'000 £'000
Assets
Non-current assets
Intangible assets 9 747 391
Property, plant and equipment 10 5,876 909
Deferred income tax asset 1,7 128 605
Total non-current assets 6,751 1,905
Current assets
Inventories 12 11,090 10,920
Trade and other receivables 14 3,835 2,768
Cash and cash equivalents 15 7,284 8,313
Total current assets 22,209 22,001
Total assets 28,960 23,906
Equity and liabilities
Equity
Share capital 16 248 248
Share premium 16 52,619 52,619
Capital Reserves 4,648 4,648
Other reserves 1,753 1,485
Reverse acquisition reserve (19,596) (19,596)
Retained earnings (21,740) (21,196)
Total equity 17,932 18,208
Current liabilities
Trade and other payables 18 7,096 5,076
Lease liability 19 571 194
Total current liabilities 7,667 5,270
Non current liabilities
Lease liability 19 3,361 428
Total non current liabilities 3,361 428
Total liabilities 11,028 5,698
Total equity and liabilities 28,960 23,906
The financial statements were approved and authorised for issue by the Board
of Directors on 14 July 2025 and were signed on its behalf by:
Steve Dilks
Director
Company Number: 05379931
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Year ended 31 March Year ended 31 March
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Group loss before tax (67) (332)
Adjustments for:
Share based payments 17 268 262
Depreciation and amortisation 9, 10 802 316
Finance costs 134 36
Finance income (109) (38)
Disposal of intangibles 3 80
Disposal of tangibles 7 -
Working capital adjustments:
Change in inventories (170) 1,441
Change in trade and other receivables (1,067) (38)
Change in trade and other payables 2,020 (3,279)
Net cash flow from operating activities 1,821 (1,552)
Cash flow from investing activities
Purchase of property, plant and equipment 10 (1,717) (81)
Purchase of intangibles 9 (424) (458)
Initial direct costs on right of use asset (463) -
Bank interest paid 5 (1) -
Net cash flow from investing activities (2,605) (539)
Cash flow from financing activities
Finance income 109 38
Lease payment 19 (354) (210)
Net cash flow from financing activities (245) (172)
Net change in cash and cash equivalents (1,029) (2,263)
Cash and cash equivalents at beginning of year 15 8,313 10,576
Cash and cash equivalents at end of year 15 7,284 8,313
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Share capital Share premium Reverse acquisition reserve Capital redemption reserve Retained earnings Other reserves Total
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 March 2023 248 52,619 (19,596) 4,648 (20,773) 1,223 18,369
Loss for the year - - - - (423) - (423)
Share-based payments 17 - - - - - 262 262
Balance at 31 March 2024 248 52,619 (19,596) 4,648 (21,196) 1,485 18,208
Loss for the year - - - - (544) - (544)
Share-based payments 17 - - - - - 268 268
Balance at 31 March 2025 248 52,619 (19,596) 4,648 (21,740) 1,753 17,932
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital
over the nominal value of those shares net of share issue expenses.
Reverse acquisition reserve relates to the effect on equity of the reverse
acquisition of Thread 35 Limited.
Capital redemption reserve represents the aggregate nominal value of all the
deferred shares repurchased and cancelled by the Company. The reserve is
non-distributable.
Retained earnings represent the cumulative loss of the Group attributable to
equity shareholders.
Other reserve relates to the charge for share-based payments in accordance
with International Financial Reporting Standard 2.
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 MARCH 2025
As at 31 March As at 31 March
2025 2024
Notes £'000 £'000
Assets
Non-current assets
Investments 11 15,911 7,694
Loans to subsidiaries 13 87 -
Total non-current assets 15,998 7,694
Current assets
Trade and other receivables 14 557 8
Cash and cash equivalents 15 4,472 4,534
Total current assets 5,029 4,542
Total assets 21,027 12,236
Equity and liabilities
Equity
Share capital 16 248 248
Share premium 16 52,619 52,619
Other reserves 1,753 1,485
Capital redemption reserve 4,648 4,648
Retained earnings (39,280) (46,825)
Total equity 19,988 12,175
Current liabilities
Trade and other payables 18 121 61
Total current liabilities 121 61
Non-current liabilities
Loans to subsidiaries 13 918 -
Total non-current liabilities 918 -
Total liabilities 1,039 61
Total equity and liabilities 21,027 12,236
In accordance with the provisions of the Companies Act 2006, the Company has
not presented a statement of profit or loss and other comprehensive income.
The Company's profit for the year was £7,545k (2024: £605k loss).
The financial statements were approved and authorised for issue by the Board
of Directors on 14 July 2025 and were signed on its behalf by:
Steve
Dilks
Director
Company Number: 05379931
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Year ended 31 March Year ended 31 March
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Profit/(loss) before tax 7,545 (605)
Adjustments for:
Impairment of investment 19,771 -
Intercompany loan (reinstatement)/provision (26,672) 201
Finance income (1,128) (12)
Working capital adjustments:
Change in trade and other receivables (549) 15
Change in trade and other payables 60 5
Net cash flow from operating activities (973) (396)
Cash flow from investing activities
Loans to subsidiaries (217) (201)
Net cash flow from investing activities (217) (201)
Cash flow from financing activities
Finance income 1,128 12
Net cash flow from financing activities 1,128 12
Net change in cash and cash equivalents (62) (585)
Cash and cash equivalents at beginning of year 15 4,534 5,119
Cash and cash equivalents at end of year 15 4,472 4,534
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Share capital Share premium Other reserves Capital redemption reserve Retained earnings Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Restated Balance at 31 March 2023 248 52,619 1,223 4,648 (46,220) 12,518
Loss for the year - - - - (605) (605)
Share-based payments 17 - - 262 - - 262
Balance at 31 March 2024 248 52,619 1,485 4,648 (46,825) 12,175
Profit for the year - - - - 7,545 7,545
Share-based payments 17 - - 268 - - 268
Balance at 31 March 2025 248 52,619 1,753 4,648 (39,280) 19,988
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital
over the nominal value of those shares net of share issue expenses.
Other reserves relate to the charge for share-based payments in accordance
with International Financial Reporting Standard 2. The cumulative share-based
payment expense recognised in the consolidated statement of comprehensive
income is £268k. The cumulative share payment expense recognised in the
parent company statement of comprehensive income is nil (2024: nil).
Retained earnings represent the cumulative loss of the Company attributable to
the equity shareholders.
Capital redemption reserve represents the aggregate nominal value of all the
deferred shares repurchased and cancelled by the Company. The reserve is
non-distributable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 General information
Sosandar Plc (the 'Company') is a public company limited by shares
incorporated in England and Wales. Details of the registered office, the
officers and advisers to the Company are presented on the Company Information
page at the end of this report. The Company is listed on the AIM market of the
London Stock Exchange (ticker: SOS).
The principal activity of the Group in the year under review was that of a
clothing manufacturer and distributer via internet and mail order as well as
retail stores.
The principal activity of the company is that of a holding company.
2 Significant accounting policies
Basis of preparation
The consolidated financial statements consolidate those of the Company and its
subsidiary (together the 'Group' or 'Sosandar'). The consolidated financial
statements of the Group and the individual financial statements of the Company
are prepared in accordance with applicable UK law and UK adopted international
accounting standards (IFRSs) and as applied in accordance with the provisions
of the Companies Act 2006. The Directors consider that the financial
information presented in these Financial Statements represents fairly the
financial position, operations and cash flows for the year, in conformity with
IFRS.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in Chairman's
Statement on pages 2-3. The financial position of the Group, its cash flows
and liquidity position are described in the financial statements and
associated notes. In addition, note 21 to the financial statements includes
the Group's objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments;
and its exposures to credit risk and liquidity risk.
In order to assess the going concern of the Group, the directors have reviewed
the Group's bank balances, cash flows, the annual budgets and forecasts,
including assumptions concerning revenue growth, marketing spend, expenditure
commitments and capital requirements with regards to their impact on cash
flow. These cash flow and profit and loss forecasts show the Group expect an
increase in revenue based on the assumptions set out in note 11 of the
financial statements. This results in their being sufficient surplus headroom
to deliver the forecasts. Management continue to monitor costs and manage
cashflows against these forecasts including when sensitising for a drop in
revenue.
At 31 March 2025, the Group had a cash balance of £7.3m and is therefore in a
strong position, with sufficient working capital to take advantage of
opportunities in FY26 and beyond. This substantiates the view that the Group
is a going concern.
The directors continue to monitor the Group's going concern basis against the
backdrop of both internal and external events. Spending on Own Channels has
reduced in the year, as a result of the strategic change to reduce price
promotional activity, resulting in lower revenue however gross margin has
increased significantly. The increase in gross margin, couple of with careful
cost control has enabled the Group to weather this change, delivering a small
improvement in the loss before tax and a robust cash balance as at 31 March
2025. External events are constantly monitored, which over the last twelve
months has included relatively high inflation and pressure on household
budgets. Whilst at a macro level, this has impacted consumer spending, the
Group has not experienced a material downturn in activity with the internal
changes being much more significant. Prioritising cash during the year has
been a key priority, with the balance remaining strong and therefore the
directors confirm that they have a reasonable expectation that the Group will
be able to continue in operation and meet its liabilities as they fall due for
the foreseeable future.
Should the underlying assumptions of the working capital model prove invalid,
and the Group be unable to continue as a going concern it may be required to
realise its assets and discharge its liabilities other than in the normal
course of business and at amounts different to those stated in the financial
statements. The financial statements do not include any adjustments relating
to the recoverability and classifications of recorded asset amounts or
liabilities that may be necessary should the Group and Company be unable to
continue as a going concern.
After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.
Consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiary undertakings; all subsidiaries have a reporting
date of 31 March.
Subsidiaries are all entities which fall within the definition of control
under IFRS 10; an investor controls an investee when the investor is exposed,
or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group
controls another entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Company. They are de-consolidated from the
date that control ceases.
In November 2017, Sosandar Plc ('Company') acquired the entire issued share
capital of Thread 35 Ltd ('legal subsidiary') for a consideration of
£6,281,618, satisfied by the issue of shares of £1,603,422 and cash of
£4,678,196.
As the legal subsidiary is reversed into the Company (the legal parent), which
originally was a publicly listed cash shell company, this transaction cannot
be considered a business combination, as the Company, the accounting acquiree,
does not meet the definition of a business under IFRS 3 'Business
Combinations'. However, the accounting for such capital transaction should be
treated as a share-based payment transaction and therefore accounted for under
IFRS 2 'Share-based payment'.
Any difference in the fair value of the shares deemed to have been issued by
the Thread 35 Ltd (accounting acquirer) and the fair value of Sosandar Plc's
(the accounting acquiree) identifiable net assets represents a service
received by the accounting acquirer.
Although the consolidated financial information has been issued in the name of
Sosandar Plc, the legal parent, it represents in substance continuation of the
financial information of the legal subsidiary.
The assets and liabilities of the legal subsidiary are recognised and measured
in the Group financial statements at the pre-combination carrying amounts and
not restated at fair value.
The retained earnings and other reserves balances recognised in the Group
financial statements reflect the retained earnings and other reserves balances
of the legal subsidiary immediately before the business combination and the
results of the period from 1 April 2017 to the date of the business
combination are those of the legal subsidiary only.
The equity structure (share capital and share premium) appearing in the Group
financial statements reflects the equity structure of Sosandar Plc, the legal
parent. This includes the shares issued in order to affect the business
combination.
Functional and presentation currency
Items included in the financial statements of the Group are measured using the
currency of the primary economic environment in which the entity operates (the
functional currency). The financial statements are presented in pounds
sterling (£), which is the Group's presentation currency and the Company's
functional currency.
Foreign currency transactions are translated into the functional currency
using exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.
The results and financial position of all Group entities (none of which has
the currency of a hyper-inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
· monetary assets and liabilities for each statement of financial
position presented are translated at the closing rate at the date of that
statement of financial position;
· income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the rate on the dates of the
transactions); and
· all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency
instruments designated as hedges of such investments, are taken to
shareholders' equity. When a foreign operation is partially disposed of or
sold, exchange differences that were recorded in equity are recognised in the
income statement as part of the gain or loss on sale.
Changes in accounting policies and disclosures
The accounting policies adopted are consistent throughout the financial
period. Standards and amendments to UK adopted international accounting
standards (IFRSs) effective as of 1 April 2023 have been applied by the Group.
Adoption of new and revised standards
During the financial year, the Group has adopted the following new IFRSs
(including amendments thereto) and IFRIC interpretations, that became
effective for the first time.
Standard Effective date, annual period beginning on or after
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) 1 January 2024
Classification of Liabilities as Current or Non-Current, Non-current 1 January 2024
Liabilities with Covenants: amendments to IAS 1
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) 1 January 2024
Their adoption has not had any material impact on the disclosures or amounts
reported in the financial statements.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the following
standards and interpretations relevant to the Group and which have not been
applied in these financial statements, were in issue but were not yet
effective.
Standard Effective date, annual period beginning on or after
Lack of Exchangeability (Amendments to IAS 21) 1 January 2025
Annual Improvements to IFRS Accounting Standards - Volume 11 1 January 2025
The members are evaluating the impact that these standards have on the
financial statements of the Sosandar PLC.
At the date of authorisation of these financial statements, the following
standards and interpretations relevant to the Sosandar PLC and which have not
been applied in these financial statements, have not been endorsed for use in
the UK and will not be adopted until such time as endorsement is confirmed.
Standard Effective date, annual period beginning on or after
Classification and Measurement of Financial Instruments (Amendments 1 January 2026
to IFRS 7 and IFRS 9)
IFRS 18 - Presentation and Disclosure in Financial Statements 1 January 2027
The members are evaluating the impact that these standards will have on the
financial statements of the Sosandar PLC.
The Directors have taken advantage of the exemption available under Section
408 of the Companies Act 2006 and not presented an income statement nor a
statement of comprehensive income for the Company alone.
Calculation of share-based payment charges
The charge related to equity-settled transactions with employees is measured
by reference to the fair value of the equity instruments at the date they are
granted, using an appropriate valuation model selected according to the terms
and conditions of the grant. Judgement is applied in determining the most
appropriate valuation model and in determining the inputs to the model.
Judgements are also applied in relation to estimations of the number of
options which are expected to vest, by reference to historic leaver rates and
expected outcomes under relevant performance conditions. Please see note 17.
Depreciation of property, plant and equipment and amortisation of other
intangible assets
Depreciation and amortisation are provided to write down assets to their
residual values over their estimated useful lives. The determination of these
residual values and estimated lives, and any change to the residual values or
estimated lives, requires the exercise of management judgement. Please see
notes 9 and 10.
Revenue recognition
Revenue is recognised at the point where legal title in the goods passes from
the Group to the customer. This includes the price paid for the goods as
well as any delivery charge where applicable. Typically, legal title is passed
when the goods are despatched from the warehouse and as the invoice is
created. It is impractical to recognise on delivery, and the difference due to
this timing is immaterial. The point of recognition and the point of return is
the same for both direct and third-party sales.
Revenue is reported after making deduction for actual and anticipated returns,
relevant vouchers and sales taxes.
Revenue is generated on Sosandar's own website, through its own stores and
through third-party partners.
Intangible assets
Identifiable development expenditure is capitalised to the extent that the
technical, commercial and financial feasibility can be demonstrated. Costs are
capitalised where the expenditure will bring future economic benefit to the
company. Intangible assets have finite useful lives.
Amortisation is recognised within administrative expenses in the Statement of
Comprehensive Income so as to write off the cost of assets less their residual
values over their useful economic lives.
The following annual rates are used:
Website 20% Straight line
Trademark 20% Straight line
Software 33% Straight line
Assets Under Construction will be depreciated when the assets are in use.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent
accumulated depreciation and accumulated impairment losses, if any. Historical
cost includes expenditure that is directly attributable to the acquisition of
the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the company and the
cost of the item can be measured reliably. All other repairs and maintenance
are charged to profit or loss during the financial period in which they are
incurred.
Depreciation on property, plant and equipment is calculated using the
straight-line and reducing balance methods to write off their cost over their
estimated useful lives at the following annual rates:
Plant and Machinery 15% Straight line
Computer Equipment 33.33% Straight line
Fixture and Fittings 15% Reducing balance
Office Equipment 25% Reducing balance
Leasehold Improvements 20% Straight line
Right of Use Asset 20% Straight line
Equity
Equity instruments issued by the Group are recorded at the value of the
proceeds received, net of direct issue costs, allocated between share capital
and share premium.
Inventories
Inventories are valued at the lower of cost and net realisable value, on a
weighted average cost basis. Net realisable value is the estimated selling
price in the ordinary course of the business less applicable variable selling
expenses. Provisions are made for obsolescence, mark-downs and shrinkage.
Cost of purchase comprises the purchase price including import duties and
other taxes, transport and handling costs and other attributable costs, less
trade discounts.
Taxation
Income tax
Income tax expense represents the sum of the tax currently payable and
deferred tax. The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported in the same income
statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group and Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the
statement of financial position date.
Pension costs
The Group contributes to a defined contribution scheme for employees. The
costs of these contributions are charged to the statement of comprehensive
income on an accruals basis as they become payable under the scheme rules.
Investments
Investments in subsidiary companies are stated at cost less any provision for
impairment. Investments are accounted for at cost unless there is evidence of
a permanent diminution in value, in which case they are written down to their
estimated realisable value. Any such provision, together with any realised
gains and losses, is included in the statement of comprehensive income.
Impairment of investments
The impairment of the carrying value of the investment in subsidiaries is
calculated using forward-looking assumptions of profit growth rates, discount
rates and timeframe which require management judgement and estimates that
cannot be certain. Note 11 contains the assumptions made by management.
Provisions
Provisions are recognised when the Group and Company has a present obligation
as a result of a past event, and it is probable that the Group and Company
will be required to settle that obligation. Provisions are measured at the
Directors' best estimate of the expenditure required to settle the obligation
at the statement of financial position date and are discounted to present
value where the effect is material.
Financial instruments
Non-derivative financial instruments comprise investments in equity and debt
securities, trade and other receivables, cash and cash equivalents, loans and
borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value
plus, for instruments not at fair value through profit or loss, any directly
attributable transactions costs, except as described below. Subsequent to
initial recognition non-derivative financial instruments are measured as
described below.
A financial instrument is recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised if
the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial assets to another party without
retaining control or substantially all risks and rewards of the asset. Regular
purchases and sales of financial assets are accounted for at trade date, i.e.
the date that the Group commits itself to purchase or sell the asset.
Financial liabilities are derecognised if the Group's obligations specified in
the contract expire or are discharged or cancelled.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and
cash equivalents, receivables and payables of the Group and Company at the
statement of financial position date approximated their fair values, due to
the relatively short-term nature of these financial instruments.
Trade payables and other non-derivative financial liabilities
Trade payables and other creditors are non-interest bearing and are measured
at amortised cost.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the statement of financial position.
Trade and other receivables
Trade and other receivables are recognised initially at transaction price and
subsequently measured at their cost when the contractual right to receive cash
or other financial assets from another entity is established.
Trade receivables are considered past due when they have passed their
contracted due date. Trade receivables are assessed for impairment based upon
the expected credit losses model. The Group applies the IFRS 9 Simplified
Approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables. To measure, expected credit losses on a
collective basis are grouped based on similar credit risk and aging.
Financial assets and liabilities
The Group classifies its financial assets at inception as measured at
amortised cost. The Group classifies its financial liabilities, other than
financial guarantees and loan commitments, as measured at amortised cost.
Management determines the classification of its investments at initial
recognition.
A financial asset or financial liability is measured initially at fair value.
At inception transaction costs that are directly attributable to its
acquisition or issue, for an item not at fair value through profit or loss,
are added to the fair value of the financial asset and deducted from the fair
value of the financial liability.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount
at which the financial asset or liability is measured at initial recognition,
minus principal payments, plus or minus the cumulative amortisation using the
effective interest method of any difference between the initial amount
recognised and maturity amount, minus any reduction for impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability
settled, between knowledgeable, willing parties in an arm's length transaction
on the measurement date. The fair value of assets and liabilities in active
markets are based on current bid and offer prices respectively. If the market
is not active the group establishes fair value by using appropriate valuation
techniques. These include the use of recent arm's length transactions,
reference to other instruments that are substantially the same for which
market observable prices exist, net present value and discounted cash flow
analysis.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or where the group has transferred
substantially all of the risks and rewards of ownership.
In a transaction in which the group neither retains nor transfers
substantially all the risks and rewards of ownership of a financial asset and
it retains control over the asset, the group continues to recognise the asset
to the extent of its continuing involvement, determined by the extent to which
it is exposed to changes in the value of the transferred asset. There have not
been any instances where assets have only been partly derecognised. The group
derecognises financial liability when its contractual obligations are
discharged, cancelled or expire.
Impairment losses from contracts with customers
The Group assesses at each financial position date whether there is objective
evidence that a financial asset or group of financial assets is impaired, in
line with IFRS 9. All financial instruments are initially measured at fair
value plus or minus, in the case of a financial asset or financial liability
not at fair value through profit or loss, transaction costs. Any measurement
of expected credit losses under IFRS 9 reflects an unbiased and
probability-weighted amount that is determined by evaluating the range of
possible outcomes as well as incorporating the time value of money.
Impairment losses from contracts with customers
The Group considers reasonable and supportable information about past events,
current conditions and reasonable and supportable forecasts of future economic
conditions when measuring expected credit losses. The amount of loss is
recognised in the Statement of Comprehensive Income.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange
contracts, are not basic financial instruments. Derivatives are initially
recognised at fair value on the date a derivative contract is entered into and
are subsequently re-measured at their fair value. Changes in the fair value of
derivatives are recognised in the statement of comprehensive income in finance
costs or finance income as appropriate, unless hedge accounting is applied and
the hedge is a cash flow hedge.
Debt instruments may be designated being measured at fair value through the
statement of comprehensive income to eliminate or reduce an accounting
mismatch or if the instruments are measured and their performance evaluated on
a fair value basis in accordance with a documented risk management or
investment strategy.
Leases
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
· fixed payments (including in-substance fixed payments), less any
lease incentives receivable
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be determined, the lessee's incremental borrowing
rate is used, being the rate that the lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
· the amount of the initial measurement of lease liability
· any lease payments made at or before the commencement date less
any lease incentives received
· any initial direct costs, and
· restoration costs.
Payments associated with short-term leases and leases of low-value assets are
recognised on a straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of 12 months or less. Low-value
assets comprise IT-equipment and small items of office furniture less than
£5k.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with IFRS requires
management to make estimates and judgements that affect the reported amounts
of assets and liabilities as well as the disclosure of contingent assets and
liabilities at the year end and the reported amounts of revenues and expenses
during the reporting period. Estimates and judgements are continually
evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. The key areas identified by the Group are as follows:
Contract liabilities - refund accruals
Accruals for sales returns are estimated on the basis of historical returns
and are recorded so as to allocate them to the same period in which the
original revenue is recorded. These accruals are reviewed regularly and
updated to reflect management's latest best estimates, although actual returns
could vary from these estimates. The accrual for refunds totalled £1,654k
(2024: £1,365k) and a right to returned goods asset recognised of £629k
(2024: £555k). A performance obligation is deemed for returns and refunds. A
14 day return policy is noted for a full refund through Sosandar.com and up to
30 days on third-party retailer websites.
Whilst not a key source of estimation uncertainty, the directors believe it is
relevant to disclose the impact of changes to the estimate. A difference of
1%pt in the sales returns rate have an impact of +/- £110k (2024: +/- £124k)
on the refund provision, and +/- £41k (2024: +/- £53k) on the right to
returned goods asset.
A provision is made to write down any slow-moving or obsolete inventory to net
realisable value. The provision is £407k at 31 March 2025 (2024: £541k).
Whilst not a key source of estimation uncertainty, the directors believe it is
relevant to disclose the impact of changes to the estimate. A difference of
1%pt in the provision as a percentage of gross inventory would give rise to a
difference of +/- £107k in gross profit (2024: +/- £104k).
Investments
In order to assess the impairment of the investment in the subsidiary, the
Directors use a value in use calculation. The value in use is calculated based
on five-year cashflow projections. The key assumptions used for the value in
use calculation for the year ended 31 March 2025 are the sales growth rates,
gross margin rates, changes in the operating costs base, long-term growth
rates and the risk-adjusted pre-tax discount. The pre-tax discount rate is
derived from the Group's weighted average cost of capital using the capital
asset pricing model, the inputs of which include a risk-free rate, equity risk
premium, and a risk adjustment (beta) rate. The weighted average cost of
capital and growth rates used were as follows:
2025 2024
% %
WACC (Weighted Average Cost Of Capital) 19.3 6.4
Compound annual revenue growth rate 6 10
The Directors assessment of the estimates on future revenues and EBITDA growth
in future years is a key source of estimation uncertainty. The estimations are
based on the budgeted investment and expansion of our clothing and footwear
ranges, increased stocking levels and continued investment in marketing
channels to acquire new customers.
The Directors have performed a sensitivity analysis to assess the impact of
downside risk of the key assumptions underpinning the projected results of the
Group. The projections and associated headroom used for the Group is sensitive
to the EBITDA growth assumptions that have been applied.
Impairment of non-financial assets
At each statement of financial position date, the Group reviews the carrying
amounts of its investments to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than it's carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised as an expense immediately, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in prior years.
A reversal of an impairment loss is recognised as income immediately, unless
the relevant asset is carried at a revalued amount, in which case the reversal
of the impairment loss is treated as a revaluation increase.
Share-based compensation
The Group has issued equity-settled share-based payments to employees. The
fair value of the employee and suppliers' services received in exchange for
the grant of the options is recognised as an expense. The total amount to be
expensed over the vesting year is determined by reference to the fair value of
the options granted, excluding the impact of any non-market vesting conditions
(for example, profitability and sales growth targets). Non-market vesting
conditions are included in assumptions about the number of options that are
expected to vest.
At each statement of financial position date, the entity revises its estimates
of the number of options that are expected to
vest. It recognises the impact of the revision to original estimates, if any,
in the income statement, with a corresponding adjustment to other reserves
within equity.
The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options
are exercised.
The fair value of share-based payments recognised in the income statement
taking into account conditions attached to the vesting and exercise of the
equity instruments.
Share-based compensation
The expected life used in the model is adjusted; based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future share
price behaviour and is selected based on past experience, future expectations
and benchmarked against peer companies in the industry.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
statement of financial position liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be
utilised.
Such assets and liabilities are not recognised if the temporary difference
arises from goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax is reviewed at each statement of financial
position date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity. Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the
same taxation authority and the Group and Company intends to settle its
current tax assets and liabilities on a net basis.
3 Revenue
The directors have considered the requirement of IFRS 15 with regards to
disaggregation of revenue and do not consider this to be required as the group
only has one operating segment which is retail sales.
The income recognition for delivery receipts, commissions on partner-fulfilled
sales and wholesale revenue are in line with that of retail sales and linked
to dispatch/delivery to customers.
Due to the nature of its activities, the group is not reliant on any
individual major customers.
During the year, the Group expanded into international markets. The major
geographical market remains the UK.
Year ended Year ended
31-Mar 31-Mar
2025 2024
£'000 £'000
UK 36,633 46,177
Rest of World 499 100
Total 37,132 46,277
Disaggregation of revenue based on distribution channels is as follows:
Year ended Year ended
31-Mar 31-Mar
2025 2024
£'000 £'000
Own Channels * 16,430 23,118
Third-Party Channels ** 20,702 23,159
Total 37,132 46,277
* Own Channels includes Sosandar.com and own stores
** Third-Party Channels includes concession and wholesale
4 Operating loss
31 March 2025 31 March 2024
£'000 £'000
Operating loss is stated after charging/(crediting):
Operating lease rentals 44 69
Auditors' remuneration:
Audit fee - group and parent company 124 64
Legal and other fees 206 242
Foreign currency loss 33 13
Share based payment 268 262
Finance cost
31 March 31 March
2025 2024
£'000 £'000
Interest on the lease 133 36
Other interest 1 -
Total 134 36
6 Employees
31 March 31 March
2025 2024
£'000 £'000
Aggregate Directors' emoluments including consulting fees 801 819
Wages and salaries 3,989 3,621
Social security costs 464 433
Pension costs 224 221
Share-based payments 268 262
Total 5,746 5,356
31 March 31 March
2025 2024
Nos. Nos.
Directors 7 8
Senior Management 11 8
Retail 22 -
Head Office 72 81
Total 112 97
Directors' remuneration
Details of emoluments received by Directors of the Group for the year ended 31
March 2025 are shown in the table below.
Details of the share options held by each Director can be found in the Group
Directors' Report on page 31.
The share-based payment charge related to directors was £239k (2024: £240k).
2025 2025 2025 2025 2024
Base Salary Pension Other Benefits Total Total
£ £ £ £ £
Alison Hall 250,000 30,000 11,232 291,232 272,561
Julie Lavington 250,000 30,000 12,621 292,621 271,102
Steve Dilks 182,000 14,560 10,005 206,565 192,331
Nicholas Mustoe 45,000 - - 45,000 45,000
Adam Reynolds 30,000 - - 30,000 30,000
Andrew Booth 30,000 - - 30,000 30,000
Jonathan Wragg * - - - - 28,654
Lesley Watt 30,000 - - 30,000 30,000
Total 817,000 74,560 33,858 925,418 899,648
Key management personnel excluding directors, received emoluments for the year
of £980k (2024: £792k). This includes payments in lieu of note equalling
£67k (2024: £Nil).
7 Income tax
a) Analysis of charge in the period
31 March 31 March
2025 2024
£'000 £'000
Deferred tax
Origination and reversal of timing differences 477 91
Total deferred tax charge/(credit) 477 91
b) Factors affecting the tax charge for the period
31 March 31 March
2025 2024
£'000 £'000
Loss on ordinary activities before taxation (67) (332)
Tax at the UK corporation tax rate of 25% (2024: 25%) (17) (83)
Expenses not deductible for tax purposes 70 66
Adjustments in respect of prior years (2) -
Fixed asset differences 4 (13)
Remeasurement of deferred tax for changes in tax rates - (4)
Movement in deferred tax not recognised 422 125
Tax on loss on ordinary activities 477 91
The deferred tax asset recognised in the accounts has been calculated using
the current year tax rate of 25% (2024: 25%). The unrecognised deferred tax
asset amounts to £4,042,346 (2024: £3,425,906) and has been recognised at
the tax rate of 25%. The deferred tax asset has been recognised due to the
expectation that it will be reversed in future years.
8 Earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number of ordinary
shares in issue during the year:
31 March 31 March
2025 2024
Loss after tax attributable to equity holders of the parent (£'000) (544) (423)
Weighted average number of ordinary shares in issue 248,226,513 248,226,513
Fully diluted average number of ordinary shares in issue 248,226,513 248,226,513
Basic earnings/(loss) per share (pence) (0.22) (0.17)
Diluted earnings/(loss) per share (pence) (0.22) (0.17)
Where a loss is incurred the effect of outstanding share options and warrants
is considered anti-dilutive and is ignored for the purpose of the loss per
share calculation. The calculations of basic and diluted earnings per share is
based on the weighted average number of ordinary shares only and excludes the
effect of outstanding share options.
9 Intangible Assets
Website Trademark Software Assets under Construction Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 April 2023 228 2 - - 230
Additions - 8 191 259 458
Transfers - - - 52 52
Disposals - - (50) (30) (80)
At 31 March 2024 228 10 141 281 660
Amortisation
At 1 April 2023 228 2 - - 230
Charge for the year - - 39 - 39
At 31 March 2024 228 2 39 - 269
Carrying value 31 March 2024 - 8 102 281 391
Cost
At 1 April 2024 228 10 141 281 660
Additions - 7 362 55 424
Disposals (185) - - (3) (188)
Transfers - - 267 (267) -
At 31 March 2025 43 17 770 66 896
Amortisation
At 1 April 2024 228 2 39 - 269
Charge for the year - 4 61 - 65
Disposals (185) - - - (185)
At 31 March 2025 43 6 100 - 149
Carrying value 31 March 2025 - 11 670 66 747
Assets under construction are costs relating to the ERP implementation project
and thus were transferred into intangible assets from property, plant and
equipment. Refer to note 10.
10 Property, plant and equipment - Group
Computer Equipment Fixtures and fittings equipment Total
Right of use asset Assets under Construction
£'000 £'000 £'000 £'000 £'000
Cost
At 1 April 2023 191 592 936 52 1,771
Additions 50 31 166 - 247
Transfers - - - (52) (52)
At 31 March 2024 241 623 1,102 - 1,966
Accumulated depreciation
At 1 April 2023 119 309 352 - 780
Charge for year 45 61 171 - 277
At 31 March 2024 164 370 523 - 1,057
Carrying value 31 March 2024 77 253 579 - 909
Cost
At 1 April 2024 241 623 1,102 - 1,966
Additions 13 1,704 3,994 - 5,711
Disposals - (7) - - (7)
Transfers - - - - -
At 31 March 2025 254 2,320 5,096 - 7,670
Accumulated depreciation
At 1 April 2024 164 370 523 - 1,057
Charge for year 49 198 490 - 737
On disposals - - - - -
At 31 March 2025 213 568 1,013 - 1,794
Carrying value 31 March 2025 41 1,752 4,083 - 5,876
Assets under construction are costs relating to the ERP implementation project
and thus were transferred into intangible assets from property, plant and
equipment. Refer to note 9.
11 Non-current assets
Investments in subsidiaries:
Company
2025 2024
£'000 £'000
Cost at 1 April 7,694 7,432
Additions during the year 27,988 262
Cost at 31 March 35,682 7,694
Impairment at 1 April - -
Impairment (19,771) -
Impairment at 31 March (19,771) -
Carrying value as at 31 March 15,911 7,694
The additions during the year are in respect of the share-based payment
expense of £268k which was issued in the Parent Company on behalf of its
subsidiary, Thread 35 Limited and therefore represents a capital contribution
during the year. More information can be found in note 17. Further additions
in the year are the reinstatement of the intercompany loan with Thread 35
Limited and its subsequent impairment in the year.
The subsidiaries of Sosandar Plc are as follows:
Incorporation % Holding % Holding 2024
2025
Subsidiary companies Holding
Type of share held
UK
Thread 35 Ltd Direct Ordinary shares 100 100
Sosandar (Europe) Limited Ireland Direct Ordinary shares 100 100
The registered office of Thread 35 Limited is 40 Water Lane, Wilmslow, SK9 5AP
and the registered office of Sosandar (Europe) Limited is 5(th) Floor, 40
Mespil Road, Dublin 4, Ireland, D04 C2N4.
There were no other investments held by the Group.
Impairment testing
The Groups investments in its subsidiaries are tested for impairment at the
balance sheet date, where indicators of impairment exist. Indicators were
identified including the reduction in profit in the subsidiary of Thread 35
Ltd and the write off of the intercompany loan balance with the subsidiary.
The recoverable amount of the investment in Thread 35 Ltd as at 31 March 2025
was assessed on the basis of value in use. As a result of this calculation an
impairment was made of £19,771k.
The key assumptions in the calculation to assess value in use are the future
revenues and the ability to generate future cash flows. The most recent
financial results and forecast approved by management for the next 5 years are
assessed including capital expenditure requirements. Growth assumptions are
then applied for year 6 onwards. The projected results were discounted at a
rate which is a prudent evaluation of the pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the
cash-generating unit.
The key assumptions used for the value in use calculation for the year ended
31 March 2025 are disclosed in note 2, Critical accounting judgements and key
sources of estimation uncertainty on page 65.
12 Inventories - Group
31 March 31 March
2025 2024
£'000 £'000
Stock - finished goods 10,461 10,365
Right to returned stock 629 555
Total 11,090 10,920
The cost of inventories charged in the year as an expense equated to £14,067k
(2024: £19,627). Right to returned stock relates to the cost of products sold
in the financial year but expected to be returned after the financial period.
13 Loans to and from subsidiaries
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Non-current assets - - 87 -
Non-current liabilities - - 918 -
Net Liability - - 831 -
14 Trade and other receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 2,793 2,160 - -
VAT recoverable 437 8 437 8
Other receivables 101 100 - -
Prepayments 504 500 120 -
Trade and other receivables 3,835 2,768 557 8
The Directors consider that the carrying amount of trade and other receivables
approximates their fair value.
Trade receivables are considered past due when they have passed their
contracted due date. Trade receivables are assessed for impairment based upon
the expected credit losses model. The Group applies the IFRS 9 Simplified
Approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables. To measure, expected credit losses on a
collective basis are grouped based on similar credit risk and aging. The Group
does not have any non-current receivables.
At 31 March 2025 there were 3 customers who owed in excess of 80% of the total
trade debtor balance. These customers were operating within their credit terms
and the directors do not foresee an increased credit risk associated with
these customers.
None of the trade receivables have been subject to a significant increase in
credit risks since initial recognition and as such no impairment provision has
been recognised on trade receivables.
Current <1mth 1mth 2mth 3mth Older Total
As at 31 March 2025 £000's £000's £000's £000's £000's £000's £000's
Expected loss rate 0% 0% 0% 0% 0% 0% 0%
Gross carrying amount 1,829 819 63 - 64 18 2,793
Expected credit loss provision - - - - - - -
1,829 819 63 - 64 18 2,793
Current <1mth 1mth 2mth 3mth Older Total
As at 31 March 2024 £000's £000's £000's £000's £000's £000's £000's
Expected loss rate 0% 0% 0% 0% 0% 0% 0%
Gross carrying amount 2,088 72 10 - (10) - 2,160
Expected credit loss provision - - - - - - -
2,088 72 10 - (10) - 2,160
No expected credit losses have been recognised in the parent company, as the
loan to the subsidiary of £27,720 was reversed in the prior year and has been
capitalised in the current year. See note 11 for further details.
15 Cash and cash equivalents
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash at bank 7,284 8,313 4,472 4,534
As at reporting date there is a multilateral guarantee given by Sosandar PLC
and Thread 35 Ltd to HSBC UK Bank plc dated 18 April 2024.
16 Share capital and reserves
Details of ordinary shares issued are in the table below:
Ordinary Shares (£0.01)
Number of shares issued and fully paid Issue Price £ Total Share Capital Total Share Premium
£'000 £'000
At 31 Mar 2024 248,226,513 0.001 248 52,619
At 31 Mar 2025 248,226,513 0.001 248 52,619
17 Share based payments
Share option plans
The Group has a share ownership compensation scheme for Directors and senior
employees of the Group. On 2(nd) November 2017 share options over ordinary
shares of 15.1p were issued with a further issue over ordinary shares of 29.1p
issued on 25(th) February 2019. On 21 June 2021 the Group announced the
establishment of a new Long Term Incentive Plan in which it granted new nil
cost options totalling 21,431,942 ordinary shares of 0.1 pence each to its
executive directors and members of the senior management team. Some of the
existing options granted, totalling 13,888,742 ordinary shares, were modified
as part of these arrangements. There was no incremental fair value because of
this modification.
The options are settled in equity once exercised. If the options remain
unexercised for a period after ten years from the date of grant, the options
expire.
Details of the number of share options and the weighted average exercise price
("WAEP") outstanding during the period are as follows:
31 March 2025 31 March 2024
Number ('000) WAEP £ Number ('000) WAEP £
Outstanding at 31 March 2024 27,761 0.035 27,761 0.035
Modifications in the year - 0.000 - -
Issuances in the year 0 0.000 135 -
Cancellations in the year 0 0.000 (135) 0
Outstanding at 31 March 2025 27,761 0.035 27,761 0.035
Exercisable at 31 March 2025 18,118 0.054 18,118 0.054
The options outstanding at 31 March 2025 had a weighted average exercise price
of £0.054 and a weighted average remaining contractual life of 5.59 years.
The fair values of options granted prior to 2021 were calculated using the
Black Scholes pricing model. The fair values of the options granted in June
2021 and May 2023 were calculated using the Monte Carlo model. The Group used
historical data to estimate expected period to exercise, within the valuation
model. Expected volatilities of options outstanding granted prior to the
Company's admission to AIM were based on implied volatilities of a sample of
listed companies based in similar sectors. The risk-free rate for the expected
period to exercise of the option was based on the UK gilt yield curve at the
time of the grant.
The Group recognised a charge of £268k (2024: £262k) related to
equity-settled share-based payment transactions during the year. Of this, the
charge recognised in the subsidiary, Thread 35 Ltd, was £268k (2024: £262k).
The assumptions used in the valuation of the options at the grant date are as
follows. There were no new share issues in the year.
Share options FY24 Share options FY22 Share options FY19 Share options FY18
Exercise price 0.0p 0.0p 29.2p 15.1p
Share price at date of grant 27.00p 23.75p 29.2p 15.1p
Risk-free rate 0.25% 0.25% 0.25% 0.25%
Volatility 70% 42% 25% 25%
Expected Life 3 years 5 years 10 years 10 years
Fair Value 0.20 0.13 0.07 0.05
For options exercisable at year end, the exercise price ranged from 0.0p to
29.2p.
18 Trade and other payables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 2,850 2,111 21 -
Accruals 1,056 692 100 61
Other payables 555 323 - -
VAT payable 842 535 - -
Contract liabilities 1,681 1,365 - -
Deferred income 112 50
Trade and other payables 7,096 5,076 121 61
19 Leases
The Group have property lease contracts which are used in its day-to-day
operations.
31 March 31 March
2025 2024
£'000 £'000
Lease liability brought forward 622 630
Additions 3,994 166
Indirect costs (463) -
Finance cost 133 36
Lease payments (354) (210)
Lease liability recognised in statement of financial position 3,932 622
31 March 31 March
2025 2024
£'000 £'000
Of which
Current lease liabilities 571 194
Non-current lease liabilities 3,361 428
Lease liability recognised in statement of financial position 3,932 622
On 1 April 2022, the Group entered into a second property lease in Wilmslow,
England in order to expand its office space. Both property leases have a term
of five years with a break clause after three years. In the financial year,
the Group entered into a further six property leases, of stores, in England.
Two properties have terms of five years with a break clause after three years,
the remaining four properties have terms of ten years with a break clause
after five years.
20 Related party transactions
The intercompany loan balance between the Company and its subsidiary, Thread
35 Ltd, was capitalised in the year. Please see note 11 for further details.
21 Financial instruments - risk management
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. The Group's activities expose it to a
range of financial risks: market risk (including foreign currency risk and
interest rate risk), credit risk and liquidity risk. This note describes the
Group's objectives, policies and processes for managing those risks and the
methods used to measure them.
These methods include sensitivity analysis in the case of foreign exchange and
other price risks, and ageing analysis for credit risk. Further quantitative
information in respect of these risks is presented throughout these financial
statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining responsibility for
them it has delegated the authority for designing and operating processes that
ensure the effective implementation of the objectives and policies to the
Group's finance function. The Board receives regular updates from the
management team through which it reviews the effectiveness of the processes
put in place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. The Group's operations expose it to some financial risks arising
from its use of financial instruments, the most significant ones being cash
flow interest rate risk, foreign exchange risk, liquidity risk and capital
risk. Further details regarding these policies are set out below:
Credit risk
The Group faces low credit risk as own site customers pay for their orders in
full on order of the goods. There are credit terms with third-party concession
and wholesale customers.
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost, less provision for impairment. A provision for
impairment of trade receivables is recognised on trade receivables if the
Group deem there to be expected credit losses. The amount of expected credit
losses is calculated using the simplified approach under IFRS 9 and is updated
at each reporting date to reflect changes in credit risk since initial
recognition of the financial asset.
Losses arising from impairment are recognised in the statement of
comprehensive income in administrative expenses. The Group will write off,
either partially or in full, the gross carrying amount of a financial asset
when there is no realistic prospect of recovery. This is usually the case when
it is determined that the debtor does not have the assets or sources of income
that could generate sufficient cash flows to repay the amounts subject to the
write off. However, the Group may still choose to pursue enforcement in order
to recover the amounts due.
The types of customers that the Group trades with have strong credit ratings
and a robust payment history with the Group with no aged balances and as such
the Group have not identified any expected credit losses from trade
receivables during the period. The Group does not deem credit risk a material
risk to the business.
Cash flow interest rate risk
The Group is exposed to cash flow interest rate risk from its deposits of cash
and cash equivalents with banks. The cash balances maintained by the Group are
proactively managed in order to ensure that attractive rates of interest are
received for the available funds but without affecting the working capital
flexibility the Group requires.
The Group is not at present exposed to cash flow interest rate risk on
borrowings as it has no debt. No subsidiary company of the Group is permitted
to enter into any borrowing facility or lease agreement without the prior
consent of the Company.
Foreign exchange risk
Foreign exchange risk may arise because the Group purchases stock in
currencies other than the functional currency.
The Group monitors whether there is a requirement for foreign currency on a
monthly basis. The Group considers this policy minimises any unnecessary
foreign exchange exposure.
Liquidity risk
Liquidity risk arises from the Group's management of working capital; it is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The principal obligations of the Group arise in
respect of committed expenditure in respect of its stock purchases and design.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its obligations when they become due.
To achieve this aim, it seeks to maintain readily available cash balances (or
agreed facilities) to meet expected requirements and to raise new equity
finance if required for future development or expansion.
The Board receives regular information on cash balances and estimates for the
year ahead. The Board will not commit to material expenditure in respect of
its ongoing commitments prior to being satisfied that sufficient funding is
available to the Group to finance the planned programmes.
For cash and cash equivalents, the Group only uses recognised banks with
medium to high credit ratings.
The maturity of borrowings and other financial liabilities (representing
undiscounted contractual cash-flows) is as follows:
Group Company
Within 1 year 1-2 years Within 1 year 1-2 years
As at 31 March 2025 £'000 £'000 £'000 £'000
Trade and other payables 18 7,096 - 121 -
Lease liabilities 19 571 3,361 - -
Total 7,667 3,361 121 -
Group Company
Within 1 year 1-2 years Within 1 year 1-2 years
As at 31 March 2024 £'000 £'000 £'000 £'000
Trade and other payables 18 5,076 - 61 -
Lease liabilities 19 194 428 - -
Total 5,270 428 61 -
Financial assets
At the reporting date, the Group held the following financial assets, all of
which were classified as financial assets at amortised cost:
Amortised cost Amortised cost
Group Company
31 March 31 March 31 March 31 March
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash and cash equivalents 15 7,284 8,313 4,472 4,534
Trade & other receivables* 14 3,331 2,270 557 8
Total 10,615 10,583 5,029 4,542
*excluding prepayments
Financial liabilities
At the reporting dates, the Group held the following financial liabilities,
all of which were classified as other financial liabilities at amortised cost:
Amortised cost Amortised cost
Group Company
31 March 31 March 31 March 31 March
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 2,850 2,111 21 -
Accruals 1,056 692 100 61
Other payables* 555 323 - -
Contract liabilities 1,681 1,365 - -
Lease liabilities 3,932 622 - -
Trade and other payables 10,074 5,113 121 61
*excluding VAT
Capital risk
The Group's objectives when managing capital are to safeguard the ability to
continue as a going concern in order to provide returns for shareholders and
benefits to other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
22 Net cash
The below table shows the Group's cash position less lease liabilities.
At 1 April 2024 Cash flow Additions Accrued interest charges At 31 March 2025
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 8,313 (1,029) - - 7,284
Lease liabilities (622) 354 (3,531) (133) (3,932)
Net cash (excluding lease liabilities) 7,691 (675) (3,531) (133) 3,352
23 Post balance sheet events
There are no post balance sheet events.
24 Contingent liabilities
The Company and Group has no contingent liabilities.
25 Ultimate controlling party
There is no ultimate controlling party of the Company.
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