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REG - THG PLC - Preliminary FY 2025 results

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RNS Number : 1778Y  THG PLC  26 March 2026

26 March 2026

 

 

THG PLC

 

Preliminary FY 2025 results

 

 

Significant and broad-based continuing CCY revenue growth achieved, with a
record H2 performance

 

Adjusted EBITDA ahead of company guidance and consensus 1 

 

Profit after tax of £54.1m (FY 2024: loss (£326.1m)) supported by disposals

 

£162m gross debt 2  reduction alongside £103m cash proceeds from the sale of
Claremont Ingredients

 

Strong start to FY 2026 supporting revenue and Adjusted EBITDA expectations,
with free-cash flow generation anticipated to be in the range of £25m to
£50m

 

Significant positive developments in the HMRC case regarding protein powder
VAT treatment

 

 

THG PLC ("THG" or the "Group"), announces its preliminary results for the
financial year ended 31 December 2025 ("FY 2025").

 

All comparative figures are continuing CCY unless otherwise stated, all
numbers and tables subject to rounding.

 

Key headlines:

 * FTSE 250 consumer-focused group: THG Ingenuity demerger complete, transforming
and simplifying the Group to unlock cash generation potential

 * Full year revenue growth +2.3%: H2 performance c.15% ahead of consensus, a
marked improvement on the H1 result:

 

o  The Group exited the year with +7.2% revenue growth (Q4 2025), with this
momentum continuing into Q1 2026

 

o  THG Beauty: strongest Q4 growth performance since Q4 2021, driven by
Lookfantastic (+16.2%) in the UK and Ireland. A record year for new brand
launches (>80)

 

o  THG Nutrition: growth in all four quarters driven by a return to online
growth and significant retail footprint expansion into over 40,000 doors

 * FY 2025 Adjusted EBITDA of £76.6m (FY 2024: £83.3m): ahead of guidance
(c.£74m) and company consensus

 * Operating profit of £8.1m: significant improvement from the prior year loss
(£147.9m) following the disposal of Claremont Ingredients

 * Balance sheet deleveraged significantly: debt facilities extended to December
2029 with c.£333m of cash and available facilities, prior to any VAT claim
proceeds (comprising c.£60m for protein powders and a further claim for
c.£18m on certain supplements)

 * FY 2026 expectations remain unchanged and in line with the company consensus
range. Net debt is anticipated to reduce to between c.£110m - £130m before
any strategic asset disposals, through a combination of free cash flow
generation and VAT repayments

 

 

Matthew Moulding, CEO of THG, commented:

 

"Today's results reflect the strength of our business models and the
exceptional execution by the team. I am pleased with how we have continued to
transform THG during 2025, returning to consistent growth against a
challenging macro-economic backdrop through disciplined investment in our
brands and an unwavering focus on our customers worldwide.

 

"THG Beauty has been a standout performer, which was especially pleasing after
a slower start to the year. Lookfantastic led the charge in the UK, delivering
outstanding growth and becoming the number one UK beauty retailer on TikTok
Shop. We also celebrated our biggest-ever year for new brand and exclusive
product launches, keeping our proposition fresh through newness and product
discovery.

 

"Myprotein as the world's largest online sports nutrition brand, remains one
of our greatest assets. Even in an unprecedented commodity cost environment,
the brand's momentum is clear as it enters its 5(th) consecutive quarter of
growth. Our expansion into offline retail has seen exceptional results, and
our licencing model is seeing unparalleled momentum, with over 43 million
licensed products sold out in the year. Our diversification beyond whey
protein is taking shape, especially in activewear which delivered rapid growth
in both revenues and margins throughout the year.

 

"The refinancing of the Group's balance sheet in the year was especially
pleasing, resulting in significant deleveraging, ahead of any settlement of
our £78m claim with HMRC. We enter 2026 on the front foot with strong trading
momentum and a focus on material free cash flow delivery."

 

 

FY 2025 Group trading performance

 

 £m                          FY       FY       YoY         Continuing CCY Change 4 

                             2025     2024     Growth 3 
 THG Beauty                  1,107.9  1,171.1  -5.4%       +0.2%
 THG Nutrition               609.1    580.3    +5.0%       +6.4%
 Total revenue               1,717.0  1,751.4  -2.0%       +2.3%

 THG Beauty                  435.6    468.9    -7.1%
 THG Nutrition               263.3    258.6    +1.8%
 Gross profit                698.9    727.5    -3.9%
 Gross profit %              40.7%    41.5%    -80bps

 THG Beauty                  65.8     71.2     -7.6%
 THG Nutrition               28.8     34.4     -16.5%
 Adjusted EBITDA             76.6     83.3     -8.1%
 Adjusted EBITDA %           4.5%     4.8%     -30bps
 Adjusted items Ð cash       14.3     24.6     +42.3%
 Adjusted items Ð non-cash   15.9     99.9     +83.5%
 Operating profit/(loss)     8.1      (147.9)  +105.5%
 Net debt 5                  (233.0)  (304.3)

 

FY 2024 has been restated to reflect the demerger of THG Ingenuity.

 

FY 2026 outlook and guidance

 

 * Group FY 2026 revenue and Adjusted EBITDA expectations remain unchanged and in
line with company consensus.

 

o  THG Beauty enters 2026 with strong underlying revenue growth ahead of H2
2025, with a significant improvement in US performance YoY.

o  Mid-to-high single digit revenue growth is expected to continue in THG
Nutrition, driven by further expansions to Myprotein's offline and licensing
footprint and multi-category new product launches.

 * Net debt is anticipated to reduce to between c.£110m - £130m before any
strategic asset disposals, through a combination of free cash flow generation
(anticipated to be in the range of £25m to £50m) and VAT repayments.

 * Key assumptions:

 

o  Guidance assumes no material or prolonged escalation in geopolitical
disruption affecting supply chain or consumer demand.

o  Revenue exposure to affected Middle East regions represented less than
1.5% in FY 2025.

o  Adjusted EBITDA growth is underpinned by revenue growth, margin expansion
in THG Nutrition, and business-specific efficiency initiatives.

 

 

FY 2025 segmental summary

 

 £m                      THG      THG Nutrition  Central  Total

                         Beauty
 Total revenue           1,107.9  609.1          -        1,717.0
 Adjusted EBITDA         65.8     28.8           (18.0)   76.6
 Adjusted EBITDA margin  5.9%     4.7%           -        4.5%

 

 

FY 2024 segmental summary 6 

 

 £m                      THG      THG Nutrition  Central  Total

                         Beauty
 Total revenue           1,171.1  580.3          -        1,751.4
 Adjusted EBITDA         71.2     34.4           (22.2)   83.4
 Adjusted EBITDA margin  6.1%     5.9%           -        4.8%

 

 

FY 2025 financial highlights

 

 * The Group delivered adjusted revenue of £1,717.0m (+2.3% continuing CCY).
This performance was driven by revenue growth in both businesses, with a
marked acceleration in THG Beauty, exiting the year with robust momentum in
the UK and US markets and THG Nutrition's offline and licensing channels
expanding.

 

 * THG Beauty

 

o  THG Beauty recorded full year revenue growth of +0.2%, reflecting a
recovery in H2 (+5.4% H2 vs -5.9% H1). The decline in reported full-year
statutory revenue was a direct and planned result of the strategic decision to
exit non-core, loss-making operations. This, combined with FX and other
non-recurring items, created a c.560bps drag on revenue, masking the strength
of the core business.

 

o  Lookfantastic UK delivered exceptional growth outpacing the beauty
e-commerce market 7 , following a strategic review to focus on higher margin
sales. In the US, Dermstore built consistent momentum through the second half
of the year, improving its average order values and returning customer
revenue.

 

o  Lookfantastic was named the #1 multi-brand beauty retailer on TikTok Shop,
a key element of a social commerce strategy designed to capture a new
generation of consumers 8 . This approach successfully converted social
engagement into sales, with sales through this channel surging by 112% YoY
during the peak November cyber sales period, alongside record AOVs.

 

o  Gross margin and Adjusted EBITDA were in-line with medium-term guidance
(39.3% vs 40.0% FY 2024 and 5.9% vs 6.1% FY 2024). The YoY change is
attributed to additional marketing spend to build on the cyber period success,
and lifecycle investment in the own-brands portfolio for margin accretive
growth, both of which have strengthened the position of the business.

 

 * THG Nutrition

 

o  Revenue growth performance (+6.4%) was driven by a successful pivot to an
omnichannel strategy and growing awareness for Myprotein following the global
rebrand. Growth in gross margin accretive categories including creatine and
activewear also reduced dependency on whey-based products.

 

o  Performance was materially stronger excluding Asia (+13.3%), where the
combination of elevated whey prices and adverse currency movements prompted a
strategic transition from D2C first to a partnership-led distribution model.

 

o  Commodity price pressure impacted gross margins through the year (43.2% vs
44.6% FY 2024). Price increases have been balanced alongside customer
retention, with an ongoing product and category mix shift. Participation of
B2B retail and licensing channels have also increased through the year,
helping to alleviate these pressures. Adjusted EBITDA margin decreased to 4.7%
(FY 2024: 5.9%) principally due to the lower gross margin.

 

o  THG Nutrition made significant progress in expanding its B2B, retail and
licensing channels during the year. Myprotein products are now available in
over 40,000 retail doors globally, reflecting continued offline expansion as
part of the omnichannel strategy. New licensing partnerships signed with
global confectionary brand Mars, and Greencore, a leading producer of
convenience foods further demonstrates the growing commercial recognition of
the Myprotein brand, with licensed product sell-in expected to exceed 60m
units (FY 2025: 43m) during 2026.

 

o  Myprotein's activewear category continues to deliver strong growth
representing c.12% of D2C sales. Focused investment in core products, stronger
brand perception and an expanding influencer and ambassador programme has
broadened the customer base beyond its core sports nutrition audience. The
category is further underpinned by a new collaboration with Champion,
positioning both brands to reach in the fast-growing athleisure and training
markets. The Group sees a clear multi-year pathway to building activewear into
a £100m revenue business.

 

 * Adjusted distribution costs as a percentage of revenue improved by 80 basis
points to 12.3%. This decrease was primarily driven by a strategic territory
mix with higher participation from the UK and a growing contribution from
margin-accretive channels.

 

 * Adjusted administrative costs as a percentage of revenue remained broadly
stable year-on-year. This reflects cost-saving initiatives through reduced
headcount, which successfully delivered 100bps in the savings and offset
strategic investments in marketing made during the period.

 

 * Group Adjusted EBITDA was lower YoY (-8.1%) reflecting strategic investments.
In marketing, brand development and growth initiatives (such as THG Nutrition
B2B retail) and the impact of well documented external headwinds. These
pressures which were proactively managed through efficiency initiatives and
cost mitigating activities.

 

 * The Group reported an operating profit of £8.1m, a significant improvement
from the prior year's loss (FY 2024: £147.9m loss). This improvement of over
£150m is directly attributable to a significant reduction in adjusting items,
combined with the profit generated on disposal of Claremont Ingredients.

 

 * A temporary working capital position arose to support a growth in stock build
across THG Beauty in Q4, following a very successful cyber trading period.
This position will naturally unwind into FY 2026. Adjusting items continue to
reduce following demerger and payroll restructuring.

 

 * The Group maintains a strong liquidity position with £333m in cash and
available facilities, before any repayment of the VAT claims. The balance
sheet was significantly strengthened during the year, with total borrowings
reduced by £174m and debt facilities successfully extended to 2029, providing
long-term financial stability.

 

THG Nutrition VAT Update

 * The group notes the First Tier Tribunal ruling that 'Sunwarrior' (Global By
Nature Ltd) protein powders qualify for 0% UK VAT.

 

 * THG has consistently applied prudence by paying UK VAT against its powdered
protein and collagen products and certain supplements in line with HMRC
guidance, while a number of competitors instead took a different
interpretation and chose to zero rate some products for VAT purposes.
Consequently, retrospective claims have been submitted to HMRC, who have
stated they will provide a substantive update in relation to protein powders
by the end of Spring 2026.

 

 * A successful claim would result in a cash payment of c.£78m, comprising
c.£60m on protein powders and the further c.£18m on certain supplements.

 

Analyst and investor conference call

 

THG will today host a conference call and webcast for analysts and investors
at 9.00am (UK time) via the following links:

 

To register for the webcast, please use the below link:

 

https://stream.brrmedia.co.uk/broadcast/69b959eb82d9870013648c3d
(https://stream.brrmedia.co.uk/broadcast/69b959eb82d9870013648c3d)

 

To ask questions, you must dial in via conference line using the below
details:

 * UK-Wide: +44 (0) 33 0551 0200

 * UK Toll Free: 0808 109 0700

 * USA Local: +1 786 697 3501

 * USA Toll Free: 866 580 3963

 * Password: THG Preliminary Results

 

Enquiries to:

 Investor enquiries - THG PLC

 Kate Grimoldby, Director of Investor Relations and Strategic Projects  Investor.Relations@thg.com (mailto:Investor.Relations@thg.com)

 Media enquiries:
 Sodali & Co - Financial PR adviser                                     Tel: +44 (0) 20 7250 1446
 Russ Lynch / Sam Austrums / Louisa Henry                               thg@sodali.com (mailto:thg@powerscourt-group.com)

 THG PLC                                                                media-enquiries@thg.com

 

 

Notes to editors

 

THG PLC is a global e-commerce group and brand owner headquartered in
Manchester, UK, which operates through two leading consumer businesses: THG
Beauty and THG Nutrition.

 

THG Beauty operates prominent online platforms including Lookfantastic,
Dermstore and Cult Beauty, offering a valued route to market for over 1,000
third-party brands, alongside a specialist portfolio of owned brands.

 

THG Nutrition, led by Myprotein, the world's largest online sports nutrition
brand, spans multiple health and wellness categories, delivering its products
both directly to consumers and through strategic offline partnerships
worldwide.

 

 

Cautionary Statement

 

Certain statements included within this announcement may constitute
"forward-looking statements" in respect of the group's operations,
performance, prospects and/or financial condition. Forward-looking statements
are sometimes, but not always, identified by their use of a date in the future
or such words and words of similar meaning as "anticipates", "aims", "due",
"could", "may", "will", "should", "expects", "believes", "intends", "plans",
"potential", "targets", "goal" or "estimates". By their nature,
forward-looking statements involve a number of risks, uncertainties and
assumptions and actual results or events may differ materially from those
expressed or implied by those statements. Accordingly, no assurance can be
given that any particular expectation will be met and reliance should not be
placed on any forward-looking statement. Additionally, forward-looking
statements regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. No
responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast. This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase any shares or
other securities in THG, nor shall it or any part of it or the fact of its
distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other securities of THG.
Past performance cannot be relied upon as a guide to future performance and
persons needing advice should consult an independent financial adviser.
Statements in this announcement reflect the knowledge and information
available at the time of its preparation.

 

 

Appendix

 

Quarterly continuing constant currency revenue growth rate

 

                Q1      Q2     Q3      Q4     FY       Q1     Q2     Q3      Q4     H1     H2     FY

                2024    2024   2024    2024    2024    2025   2025   2025    2025   2025   2025   2025
 THG Beauty     +13.6%  +3.5%  +3.2%   +0.8%  +4.6%    -9.8%  -2.1%  +4.2%   +6.3%  -5.9%  +5.4%  +0.2%
 THG Nutrition  -5.7%   -9.4%  -10.5%  -9.4%  -8.7%    +0.3%  +6.2%  +10.0%  +9.5%  +3.2%  +9.7%  +6.4%
 Total revenue  +5.5%   -1.5%  -2.0%   -2.5%  -0.4%    -6.1%  +0.9%  +6.3%   +7.2%  -2.5%  +6.8%  +2.3%

 

Quarterly reported growth rate

 

                Q1      Q2      Q3      Q4      FY      Q1      Q2     Q3     Q4     H1      H2     FY

                2024    2024    2024    2024    2024    2025    2025   2025   2025   2025    2025   2025
 THG Beauty     +3.9%   -2.5%   -3.1%   -8.0%   -3.1%   -15.3%  -9.6%  -1.2%  +2.1%  -12.4%  +0.7%  -5.4%
 THG Nutrition  -12.2%  -15.0%  -14.0%  -13.1%  -13.6%  -2.3%   +4.5%  +9.3%  +9.0%  +1.1%   +9.2%  +5.0%
 Total revenue  -2.6%   -7.3%   -7.1%   -9.5%   -6.8%   -10.6%  -4.7%  +2.4%  +4.1%  -7.6%   +3.3%  -2.0%

 

Quarterly reported revenue

 

  £m            Q1     Q2     Q3     Q4     FY       Q1     Q2     Q3     Q4     H1     H2     FY

                2024   2024   2024   2024   2024     2025   2025   2025   2025   2025   2025   2025
 THG Beauty     268.9  278.8  261.3  362.2  1,171.1  227.8  252.0  258.2  369.8  479.9  628.0  1,107.9
 THG Nutrition  151.3  149.1  134.5  145.4  580.3    147.8  155.8  147.0  158.6  303.6  305.6  609.1
 Total revenue  420.2  427.8  395.7  507.6  1,751.4  375.6  407.8  405.2  528.3  783.4  933.6  1,717.0

 

Chief Executive Officer's Statement

 

Our 21st year in business has been a 'coming of age' moment: A year of
accelerating momentum, marked by a return to continuing CCY revenue growth,
decisive strategic actions, and a clear validation of our long-term vision. We
have simplified our structure, sharpened our focus on our key territories and
brands, and strengthened our financial foundations.

 * We delivered our first full year of Group continuing CCY revenue growth since
2021, supported by an encouraging second half and clear exit momentum. This
reflects the impact of strategic changes across the business, the resilience
of our brands and the work of our dedicated teams.

 * We significantly simplified the Group. Following the demerger of THG Ingenuity
at the start of the year, we completed the disposal of Claremont Ingredients,
delivering a strong return on our investment and accelerating progress towards
a net cash balance sheet.

 * THG Beauty delivered a robust second-half recovery, reflecting our focus on
prioritising higher-margin territories and categories. Concentrating resources
where we have a distinct advantage has delivered impressive UK market share
gains and returned the business to revenue growth.

 * It was a landmark year for THG Nutrition, where our strategy to build an
omnichannel presence is delivering phenomenal results. I am particularly
pleased with our offline expansion, which is putting increasing numbers of
Myprotein products on shelves and reaching millions of new customers.

 * Licensing agreements with category leaders including Müller, Iceland and
Jimmy's Coffee drove sales of over 43 million Myprotein units into retail
during 2025, extending the brand into new categories and reinforcing our
reputation for quality and innovation.

 * We secured our long-term capital structure by refinancing our debt facilities,
materially reducing gross debt while retaining the liquidity to continue
investing in the exciting growth potential of our Beauty and Nutrition
businesses.

 

On remuneration, I am pleased to confirm that, consistent with each of the
past five years since becoming a public company, the Executive Directors
refused to accept any salary increases during the 2025 financial year. This
approach has continued into 2026, with no increases applied to either my role
or that of the Group's CFO.

 

As has been my practice since IPO, I again waived the maximum amount of my
annual salary permissible by law, resulting in me receiving only the UK's
annual minimum wage. Over the past five years, the cumulative value of salary
waived now totals £3.63m, before taking into account bonus and share-based
awards that have also been waived during this period.

 

During 2025, the Group again made a charitable donation equivalent to the
value of the salary I sacrificed in the year. The donation supported the
development of accommodation for people experiencing homelessness across
Manchester.

 

For the fifth consecutive year, the Executive Directors also waived any
participation in the 2025 annual bonus plan.

 

THG Beauty: Brand curation and market leadership

Beauty retail has demonstrated both discipline and agility. A clear focus on
profitable sales and core UK and US markets drove a strong return to growth in
the second half of the year, culminating in our strongest Q4 revenue
performance since Q4 2021. This result reflects our commercial discipline and
commitment to progressing customer value.

 

The UK, our largest territory, was a standout performer, with Lookfantastic
delivering exceptional growth and market share gains, supported by our
record-breaking Advent season and the successful launch of over 70 new brands.
This underscores our position as the prestige beauty destination of choice for
a growing and increasingly loyal customer base.

 

Alongside driving our retail platforms, we undertook a significant life cycle
investment across our own brand portfolio.

 

This was a deliberate programme to refine formulations, enhance product appeal
and strengthen long-term brand positioning. While this project constrained
growth in parts of the portfolio during the first half of the year, the clear
benefits were evident as the year progressed. The successful relaunch of the
Ameliorate range and the improved second‑half performance at Perricone MD
demonstrate the value of this work. We also expanded the reach of our luxury
spa brand, ESPA, by launching in over 100 M&S stores, building greater
brand visibility with a new audience.

 

THG Nutrition: Accelerating momentum through omnichannel strategy

A fourth consecutive quarter of revenue growth was delivered following the
transitional prior year and rebrand. While the year presented challenges and
margin pressure with record whey commodity prices, we made the strategic
decision in the second half to absorb some of these costs. This was a
deliberate choice to support our customers, protect our market-leading
position, and invest in long-term loyalty and market share growth.

 

Our move into offline channels is transforming the scale and awareness of
Myprotein. From a standing start only a few years ago, we now have a presence
in over 40,000 doors globally.

 

A cornerstone of this success is our '6-aisle strategy,' designed to integrate
Myprotein into every part of our customers' daily lives and shopping habits.
This has been brought to life through exciting collaborations with
category‑leading partners. Our partnership with global confectionery giant
Mars allows customers to enjoy iconic flavours in their favourite protein
products. In the freezer aisle, our long-term partner Iceland expanded its
exclusive range to 25 innovative Myprotein products, including high-protein
ice creams and even breakfast omelettes. Our collaboration with Müller
created the UK's No.1 protein dessert, and looking ahead, our recently
announced agreement with Greencore, a European leader in convenience, will see
Myprotein branded food-to-go launch across major supermarkets.

 

These partnerships take the Myprotein brand far beyond its core D2C offering,
placing us in the hands of millions more consumers.

 

Strategic simplification while overcoming challenges

The key decisions taken to demerge THG Ingenuity, refinance and de-gear, and
subsequently divest Claremont Ingredients have been transformative. These
actions represent a deliberate strategy to simplify the Group, enhance our
operational focus on the high-growth markets within our Beauty and Nutrition
businesses, and create greater transparency and value for our Shareholders.

 

The significant cash proceeds from the Claremont sale have strengthened our
balance sheet and highlight the substantial value embedded across the Group's
portfolio.

 

We have proven our ability to build, scale and monetise valuable assets while
protecting our core operational capabilities through long-term supply
agreements.

 

While the year was defined by revenue growth in our key markets, we also faced
headwinds. The record whey prices in Nutrition and the strategic pivot in
Beauty required disciplined execution. Our team's ability to navigate these
challenges, while balancing customer support with our long‑term financial
health, has been instrumental in the robust performance we delivered in the
second half of the year.

 

Looking ahead

We enter 2026 with powerful trading momentum and a clear focus to deliver
sustainable, profitable growth and increase free cash generation.

 

We will continue to build on the incredible success of Myprotein's global
offline and licensing strategy and leverage our digital leadership in Beauty
to deepen customer relationships through innovation and personalisation.

 

In closing, I would like to express my profound gratitude to our employees.
Their passion, dedication and resilience have been central to our success in a
year of significant change and progress.

 

Chief Financial Officer's Review

 

For THG, 2025 was a transformational year. The successful demerger of THG
Ingenuity at the start of the period has reshaped the Group, creating a more
focused and agile consumer brands business poised for future cash generation.
Our refinancing materially strengthened the balance sheet by reducing external
borrowings. With £333m of liquidity and strong momentum across THG Beauty and
THG Nutrition, we enter 2026 well positioned to deliver sustainable profitable
growth.

 

Overview of FY 2025 result

 

Key highlights include:

 

 * THG Beauty delivered improving momentum throughout the year, culminating in a
record final quarter of revenue. While statutory revenue decreased to
£1,107.9m, this is largely reflective of the annualisation of the exit of
non-core brands and territories. The business enters 2026 supported by the
strong underlying growth momentum built in Q4 2025, particularly in the UK and
US and delivered an Adjusted EBITDA margin of 5.9%, in line with our
medium-term guidance.

 * THG Nutrition demonstrated remarkable resilience, returning to revenue growth
of +5.0%, (Continuing CCY +6.4%) despite facing exceptionally elevated whey
commodity prices and unprecedented weakness in the Japanese yen that has
resulted in a decision to change the economic model in this territory. This
performance was driven by the successful global expansion of our offline
retail and licensing channels, alongside strong growth in adjacent categories
such as activewear and creatine.

 * The Group focused on driving sustainable growth in its core UK and US markets
in 2025, while reshaping its approach in Asia and Europe to prioritise higher
margin sales and improved operating models. The UK delivered strong double
digit growth and market share gains across both divisions, while the US
remained a key strategic market despite softer first half consumer sentiment
and currency headwinds.

 * The Group ended the year in a highly liquid position, with c.£333m of cash
and available facilities, providing substantial financial flexibility and a
solid foundation for the future.

 

The strategic transformation was supported by a well-executed refinancing,
which has extended our debt facilities to 2029 and significantly reduced our
external borrowings. Our focus on optimising the Group's portfolio delivered a
powerful proof point for the underlying value of our assets, demonstrated by
the disposal of Claremont Ingredients for £103m-more than double our initial
investment. The proceeds have been used to accelerate our deleveraging plans.

 

Throughout the year, we maintained rigorous financial discipline and cost
control, delivering savings through a combination of automation, procurement
efficiencies, and the removal of approximately 500 roles. These actions have
created a leaner operating model and helped mitigate significant external
headwinds, positioning the Group for sustainable, profitable growth.

 

Total Group overview 9 

 2025                   THG      THG                 Total

                        Beauty   Nutrition           2025
 £m                              Central
 Adjusted revenue       1,107.9  609.1       -       1,717.0
 Adjusted gross profit  435.6    263.3       -       698.9
 Margin                 39.3%    43.2%       -       40.7%
 Adjusted EBITDA        65.8     28.8        (18.0)  76.6
 Margin                 5.9%     4.7%        -       4.5%

 

 2024 (Restated) 10     THG      THG                 Total

                        Beauty   Nutrition           2024
 £m                              Central
 Revenue                1,171.1  580.3       -       1,751.4
 Adjusted gross profit  468.9    258.6       -       727.5
 Margin                 40.0%    44.6%       -       41.5%
 Adjusted EBITDA        71.2     34.4        (22.2)  83.3
 Margin                 6.1%     5.9%        -       4.8%

 

 

THG Beauty

 

THG Beauty demonstrated improving momentum and strategic progress throughout
2025, culminating in a record revenue performance in the second half of the
year. The strategic initiatives undertaken have successfully repositioned the
business for sustainable, profitable growth, with the division delivering a
resilient financial performance in a year of transition.

 

Adjusted revenue for the year was £1,107.9m (2024: £1,171.1m), a -5.4%
decrease. However, this was significantly impacted by the planned strategic
changes to the portfolio. After accounting for foreign exchange movements,
revenue on a continuing CCY basis grew by +0.2%, reflecting the underlying
health and growth of the core business. The walk from our statutory sales
performance to the continuing CCY position reflects several deliberate,
value-accretive actions:

 

 * Discontinued categories: The largest driver of the statutory revenue decline
was the annualisation of exited non-core and loss-making operations. This
included the disposal of the luxury portfolio and the discontinuation of the
Australian beauty retail business, European subscription box services, and
non-core brands such as Grow Gorgeous. These actions accounted for a drag of
460bps on full-year statutory revenue growth but were critical in improving
the margin profile of the ongoing business.

 * Strategic territory prioritisation: A conscious decision was made to reduce
lower-margin sales activity and pull back on promotional intensity in parts of
Europe and Asia. This focus on higher-quality revenue streams created a
headwind of 70bps but ensures a more profitable and sustainable footprint in
these regions. The drag from this activity sequentially reduced throughout the
year and has now largely annualised.

 * Own brand repositioning: Ongoing life cycle investment to enhance
formulations, range, and product appeal across our own-brand portfolio caused
a short-term drag on revenue, contributing a further 190bps. A key part of
this was the migration of the Perricone MD brand from a first-party ("1P") to
a third-party ("3P") distribution model on Amazon, which, while impacting
short-term sales, positions the brand for greater long-term strength.

 

The year was a tale of two halves. A challenging first quarter, set against a
tough comparative period, gave way to accelerating momentum, culminating in
the strongest quarter of the year in Q4 (+6.3% Continuing CCY). This was
driven by a particularly strong Cyber trading period and exceptional
performance in core markets. The UK was a standout, with Lookfantastic UK
delivering +16.2% growth during the key Cyber period, driving market share
gains. Performance in the US market also saw progressive improvement through
the year, with the introduction of new payment methods on Dermstore driving
sales momentum and excellent new customer acquisition into year end.

 

Adjusted gross profit margin for the year stood at 39.3% (2024: 40.0%). This
slight moderation reflects the mix impact from the repositioning of the
higher-margin own-brand portfolio during the year. The performance remains
firmly within our medium-term guided range of 38% - 40%, demonstrating
disciplined management of our pricing and promotional strategies.

 

Adjusted EBITDA was £65.8m, delivering a 5.9% margin (2024: 6.1%). This
performance is in line with our medium-term guidance of c.6% and reflects the
portfolio simplification completed in 2025, which removed structurally
loss-making territories. These benefits have now annualised, partly offsetting
revenue headwinds. The profitability was supported by marked operational
efficiencies, most notably in distribution costs, which improved by 70bps as a
percentage of revenue to 9.6%. This was driven by a favourable territory mix
from stronger UK performance, where our automated facilities are concentrated.
Furthermore, disciplined cost management and automation-led payroll savings
helped to offset inflationary pressures and planned strategic marketing
investments aimed at driving brand awareness and high-quality customer
acquisition.

 

We enter 2026 with strong trading momentum and high confidence, having
successfully executed our strategic priorities for THG Beauty in 2025.

 

THG Nutrition

 

THG Nutrition returned to sales growth, despite significant external
headwinds, reporting revenue of £609.1m (2024: £580.3m), representing
statutory sales growth of +5.0%. This performance reflects the successful
pivot towards an omnichannel strategy and the growing momentum from the global
Myprotein rebrand.

 

After accounting for the disposal of Claremont Ingredients, which created a
drag of 40bps, and significant foreign exchange headwinds, primarily from the
sustained weakness of the Japanese yen, which impacted growth by a further
100bps, the Continuing CCY revenue growth was +6.4%.

 

The performance was materially stronger excluding Asia, where the combination
of elevated whey prices and the adverse currency environment rendered the D2C
model uneconomic, prompting a strategic transition towards a partnership-led
distribution model in the region for which the Group will transition in H1
2026. Excluding Asia, H2 revenue growth was +13.3%, driven by strong progress
in offline channels, including B2B retail and licensing, alongside a resilient
performance in the UK and notable growth in Central and Eastern Europe. Growth
was also strong in categories such as creatine, activewear and hydration,
which helped to reduce dependency on whey-based products.

 

Adjusted gross margin was 43.2% (2024: 44.6%), a decrease of 140bps, which was
a resilient performance in the face of two significant, persistent external
headwinds. The higher-for-longer whey pricing environment continued throughout
the year, with input costs remaining materially above historical levels,
creating substantial margin pressure. This was compounded by the continued
weakness of the Japanese yen, which made the cost of business in one of
Myprotein's largest historical markets increasingly challenging. These
pressures were partially mitigated by a disciplined approach to pricing, a mix
shift into higher-margin categories including activewear, which represented
15% of sales in Q4, and the growth of high-margin licensing revenue.

 

Consequently, the Adjusted EBITDA margin for the year was 4.7% (2024: 5.9%), a
decrease of 120bps. This reduction was a direct result of the gross margin
pressures from the unprecedented whey costs and adverse currency movements.
The Group's significant cost-saving programme, which delivered payroll
efficiencies through automation and process improvements, helped to partially
offset these headwinds. The business enters 2026 with strong momentum, having
delivered four consecutive quarters of revenue growth, and is well positioned
to capitalise on its expanded omnichannel presence and diversified product
portfolio.

 

VAT Update

 

The Group notes the First Tier Tribunal decision in Global By Nature Limited,
selling protein products under the 'Sunwarrior' brand. The Tribunal ruled that
protein powder products sold by Sunwarrior should be subject to 0% UK VAT, and
accordingly, Sunwarrior was eligible for a retrospective VAT repayment and is
able to apply 0% VAT on the associated products from the date of the ruling
(January 2025).

 

Since the VAT rules in relation to sports drinks were implemented in 2012, THG
has paid UK VAT against its powdered products in line with market practice
and HMRC guidance relating to the VAT treatment of protein powders. THG has
submitted Error Correction Notices to HMRC, who have stated they will provide
a substantive update by the end of Spring 2026.

 

Central costs

 

Central costs for the year reduced to £18.0m (2024: £22.2m), representing
approximately 1.0% of Group sales. These costs relate primarily to the PLC
Board remuneration, insurance, professional services fees, Group finance,
corporate development and governance costs that are not recharged to the
businesses as they principally relate to the operations of the PLC holding
company. This sustained improvement is the direct result of a Group-wide
cost-saving programme, a simplified Group post demerger and the Group
automating through the use of AI.

 

 

Geographical review of revenue

The following table provides an analysis of revenue by region (by customer
location):

 

                       2025     2024

                       £m       £m
                                Movement
 UK                    908.9    820.5     +10.8%
 US                    297.0    362.9     -18.2%
 Europe                351.0    362.5     -3.2%
 Rest of the world     160.1    205.5     -22.1%
 Adjusted revenue 11   1,717.0  1,751.4

 

The Group's strategic focus in 2025 was centred on driving sustainable growth
in our core markets of the UK and US, alongside a deliberate repositioning in
Asia and Europe. This involved prioritising higher-margin sales and evolving
our operating models, a process that has now largely cycled through, setting a
strong foundation for future performance but which also shifted the regional
mix of sales.

 

The UK continues to be the largest and most concentrated market for the Group,
accounting for 53% of revenue (2024: 47%) and growing +10.8% in the year. The
year saw a standout performance in the UK, with market share gains across both
divisions. THG Beauty delivered an especially strong performance, with
Lookfantastic UK achieving impressive growth of +16.2% in the final quarter,
driven by strong new customer acquisition and a record-breaking festive
trading period. THG Nutrition also delivered a solid performance, maintaining
its position as the UK's number one sports nutrition brand.

 

The US remains a key strategic market with significant growth potential. The
first half of the year presented challenges due to cautious consumer sentiment
and US dollar head winds, the weakness in the dollar and other factors lead to
statutory sales falling -18.2%. A strong improvement was seen as the year
progressed, THG Nutrition's expansion into US retail was a highlight, with new
listings in major retailers such as Walmart and GNC significantly expanding
our offline presence.

 

In Europe and the Rest of the World, revenue declined as a direct result of
strategic actions. Within THG Beauty, we consciously reduced promotional
activity and exited certain low-margin sales activities across Europe and
Asia. For THG Nutrition, performance in Asia was significantly impacted by the
sustained and adverse weakness of the Japanese yen, combined with elevated
whey protein costs, which rendered the direct-to-consumer model uneconomic and
was the largest factor behind the 20.3% sales decline in the region. In
response, we are finalising a transition to a more profitable partnership-led
distribution and licensing model in the region.

 

Group financial review

 

Statutory results

 

                                                                              Year ended 31 December 2025  Year ended 31 December 2024

                                                                              £m                           £m

 Continuing operations
 Revenue                                                                      1,717.9                      1,751.4
 Cost of sales                                                                (1,029.9)                    (1,057.8)
 Gross profit                                                                 688.0                        693.6
 Distribution costs                                                           (215.4)                      (231.0)
 Administrative costs                                                         (525.0)                      (610.5)
 Profit on disposal of subsidiary                                             60.5                         -
 Operating profit/(loss)                                                      8.1                          (147.9)
 Finance income                                                               2.5                          9.0
 Finance costs                                                                (80.1)                       (63.6)
 Loss before tax                                                              (69.4)                       (202.4)
 Income tax credit                                                            5.7                          21.9
 Loss for the financial year from continuing operations                       (63.7)                       (180.6)
 Discontinued operations
 Profit / (loss) for the financial year from discontinued operations, net of  117.8                        (145.6)
 tax
 Profit / (loss) for the financial year                                       54.1                         (326.1)

 

Adjusted profit measures with reconciliation to statutory result

 

Management have presented alternative performance measures to provide
stakeholders with additional helpful information on the performance of the
business. These alternative performance measures are consistent with how the
business performance is monitored and reported through internal Management
reporting to the Board. To ensure that stakeholders can reconcile this to the
statutory information presented, the below table has been included:

 

                                                              Amortisation

                                                              and

                                                              depreciation

                                                              £m
                                   Management      Adjusted                  Share-based

                                   adjusted view   items                     payments

                                   £m              £m                        £m
                                                   Statutory

                                                   £m
 2025
 Revenue                           1,717.0         0.9        -              -            1,717.9
 Cost of sales                     (1,018.1)       (11.0)     (0.8)          -            (1,029.9)
 Gross profit                      698.9           (10.1)     (0.8)          -            688.0
 Distribution costs                (211.4)         (0.7)      (3.3)          -            (215.4)
 Administrative costs              (410.9)         (19.4)     (86.8)         (7.9)        (525.0)
 Profit on disposal of subsidiary  60.5            -          -              -            60.5
 Operating profit                  137.1           (30.2)     (90.9)         (7.9)        8.1

 

                                                     Amortisation

                                                     and

                                                     depreciation

                                                     £m
                          Management      Adjusted                  Share-based

                          adjusted view   items                     payments

                          £m              £m                        £m
                                          Statutory

                                          £m
 2024
 Revenue                  1,751.4         -          -              -            1,751.4
 Cost of sales            (1,023.9)       (33.6)     (0.4)          -            (1,057.8)
 Gross profit             727.5           (33.6)     (0.4)          -            693.6
 Distribution costs       (229.5)         (1.3)      (0.2)          -            (231.0)
 Administrative costs     (414.6)         (89.6)     (89.6)         (16.6)       (610.5)
 Operating profit/(loss)  83.4            (124.5)    (90.2)         (16.6)       (147.9)

 

Revenue

 

Group statutory continuing revenue decreased by -1.9% to £1,717.9m (2024:
£1,751.4m), a result directly impacted by strategic decisions to exit
non-profitable businesses and territories, which reduced full-year growth by
320bps. Macroeconomic challenges in Asia, notably the weak Japanese yen and
elevated whey prices, also necessitated a shift to a partnership-led model for
THG Nutrition in the region.

 

This was significantly offset by a record second-half performance (+6.8% CCY),
which while on a statutory basis revenue declined, on a constant currency
basis, when the impact of the discontinued categories are removed increased by
+2.3%. This recovery was fuelled by the success of THG Nutrition's offline and
licensing expansion and a marked acceleration in THG Beauty, which delivered a
very strong final quarter with robust momentum in the UK and US markets.

 

Gross profit

 

Adjusted gross profit was £698.9m (2024: £727.5m) equating to an adjusted
margin of 40.7% (2024: 41.5%), a reduction of 80bps compared to 2024.

 

The YoY margin reduction was driven by the significant external headwinds
faced by THG Nutrition. The business contended with a higher-for-longer whey
price environment, with input costs remaining at exceptionally elevated
levels, creating near-term margin pressure. This was compounded by the
sustained weakness of the Japanese yen, which rendered the D2C model in Asia
uneconomic. The division has actively worked to mitigate these impacts through
targeted price increases, product reformulation, and a successful mix-shift
towards higher-margin categories such as hydration, creatine and clothing.

 

THG Beauty, delivered margins in line with its medium-term guidance range of
38-40%, despite the repositioning of its own-brand portfolio earlier in the
year.

 

Gross profit on a statutory basis totalled £688.0m, delivering a margin of
40.0% (2024: 39.6%). In addition to the factors above, the statutory position
in 2025 was impacted by adjusting items relating to the Group's continued
strategic review and portfolio optimisation.

 

Distribution costs

 

Adjusted distribution costs of £211.4m (2024: £229.5m) equate to 12.3% of
revenue (2024: 13.1%). This significant improvement of 80bps is a result of an
improved regional mix, with stronger growth in the UK where sales
concentration and warehouse automation is highest. The continued focus on
improving average order values across both divisions also drove further
efficiency into the Group's distribution network.

 

Distribution costs on a statutory basis were £215.4m, being 12.5% of revenue
(2024: 13.2%). The statutory result for 2025 also reflects changes to the
Group's lease portfolio and associated depreciation following the demerger of
THG Ingenuity, alongside the impact of adjusting items.

 

Administration costs

 

Adjusted administrative costs as a percentage of revenue totalled 23.9% (2024:
23.7%). Throughout 2025, the Group executed a significant cost-saving
programme which has right-sized the cost base of the business, with payroll
costs improving by 100bps year-on-year, driven by the removal of c.500 roles
through a combination of restructures, attrition, and the accelerated adoption
of AI to automate and improve business processes.

 

These substantial savings were delivered despite headwinds from national
insurance and national minimum wage increases, which added c.£8m of cost.
Furthermore, a conscious investment was made in marketing during the year to
support the successful return to growth in the second half, driving new
customer acquisition and brand awareness. Adjusted administrative costs
reduced by £3.7m to £410.9m (2024: £414.6m), reflecting the successful
cost-saving initiatives more than offsetting the planned investment in
marketing and inflationary pressures.

 

Administrative costs on a statutory basis totalled £525.0m (2024: £610.5m),
decreasing year on year due to a significant reduction in adjusted items.

 

 Adjusted EBITDA and Adjusted EBITDA margin                      2025    2024

                                                                 £m      £m

 Reconciliation from operating profit/(loss) to Adjusted EBITDA
 Operating profit/(loss)                                         8.1     (147.9)
 Adjustments for:
 Amortisation                                                    16.5    19.9
 Amortisation of acquired intangibles                            41.9    45.5
 Depreciation on fixed assets                                    12.0    13.1
 Depreciation on right-of-use assets                             20.4    11.7
 Adjusted items - cash                                           14.3    24.6
 Adjusted items - non-cash                                       6.4     42.4
 Adjusted items - non-cash impairment                            9.5     57.5
 Share-based payments                                            7.9     16.6
 Profit on disposal of subsidiary                                (60.5)  -
 Adjusted EBITDA                                                 76.6    83.3
 Adjusted EBITDA %                                               4.5%    4.8%

 

Adjusted items

 

In order to understand the underlying performance of the Group, certain costs
included within cost of sales, distribution and administrative expenses have
been classified as adjusted items. Adjusted items decreased significantly year
on year, totalling £30.2m in 2025, representing a reduction of almost £95m
compared to 2024 (£124.5m).

 

Adjusting items in the current year primarily comprise one-off costs
associated with strategic reviews as the Group continues to pivot towards a
simpler economic model and adapt to the prevailing macroeconomic environment,
alongside restructuring costs arising from headcount reductions as processes
are simplified and the Group further embraces AI.

 

The significant reduction relative to the prior year is principally driven by
a reduction in the level of impairment charges, with £57.5m recognised in
2024 (£9.0m in 2025). For full details of each category of adjusted items,
see note 4 to the financial statements.

 

Profit on disposal of subsidiary

 

The strategic disposal of Claremont Ingredients completed in August 2025 for
cash proceeds of c.£103m, generating a profit on disposal of £60.5m. This
accounting gain, which represents the excess of proceeds over the carrying
value of the divested net assets, marks an excellent return on the initial
investment of c.£52m in late 2020.

 

Depreciation and amortisation

 

Statutory depreciation and amortisation costs were £32.5m and £58.4m
respectively (2024: £24.8m and £65.4m). Included within amortisation is
£41.9m (2024: £45.5m) of amortisation on acquired intangibles (see below)
relating to historic acquisitions.

 

Amortisation has reduced following disposal of intangible assets as part of
the sale of Claremont Ingredients. The increase in depreciation is due to the
new leases entered into following demerger which has led to an increase in
depreciation on right-of-use assets.

 

Amortisation on acquired intangibles £41.9m (2024: £45.5m)

 

When an acquisition is made, the accounting standards (IFRS 3: Business
Combinations) require that an exercise is undertaken to value any brands,
trade names or other intellectual property (such as customer lists). Following
recognition of these assets, they are amortised over a period of 2-20 years.

 

Given the number of significant acquisitions made across 2017 to 2022,
primarily within THG Beauty, we consider this amount should be viewed
separately to other amortisation to ensure comparability to those who
undertook fewer or no acquisitions. This is a non-cash cost.

 

There were no additions here and the reduction in acquired amortisation year
on year was largely driven by a combination of the prior year impairment
reducing the carrying value of assets alongside some of the assets now being
fully written down.

 

Adjusted EBITDA and operating profit/(loss)

 

Adjusted EBITDA for the year totalled £76.6m (2024: £83.3m). This resilient
performance was delivered against significant, well-publicised external
headwinds. The modest reduction year on year was principally driven by
challenges within THG Nutrition, which faced sustained, record-high whey
commodity prices and the persistent weakness of the Japanese yen. These
factors impacted margins and prompted a strategic pivot away from the D2C
model in Asia. Profitability was also temporarily constrained by a planned
life cycle investment programme across THG Beauty's own-brand portfolio, a
strategic decision taken to enhance and reposition key brands for future
growth.

 

The Group's statutory operating profit/(loss) for the year showed a
substantial improvement, swinging to a profit of £8.1m from a loss of
£147.9m in 2024. This improvement of over £150m is directly attributable to
a significant reduction in adjusting items, which fell to £30.2m from
£124.5m in the prior year, combined with the profit generated on disposal of
Claremont Ingredients totalling £60.5m (2024: £nil). The 2024 result was
materially impacted by significant, non-recurring costs relating to the
Group's strategic overhaul, which included losses on the disposal of
discontinued categories, associated asset impairments and costs to complete
the global Myprotein rebrand. The successful conclusion of these initiatives
meant these costs did not recur to the same extent in 2025, revealing a
much-improved underlying performance for the continuing Group.

 

Finance costs net of finance income

 

Finance costs for the year have benefited from the Group's substantial
deleveraging following the successful debt refinancing completed in the first
quarter of 2025.

 

This benefit, however, was partially offset by three main factors. Firstly,
the Group faced a higher average cost of debt, a reflection of the higher
interest rate environment relative to the original Term Loan B which was
incepted in 2019. Secondly, the total finance cost includes approximately £3m
of notional, non-cash interest related to the convertible loan issued as part
of the refinancing and converted to equity in December 2025. Thirdly, the
refinancing also resulted in non-cash accounting charges of approximately
£11m, driven by the treatment of historic prepaid arrangement fees and the
application of the revised effective interest rate on the new debt structure.

 

Despite the impact of these non-cash items on the income statement, the
statement of cash flows indicates that net cash interest costs were broadly
comparable year on year, highlighting the underlying operational benefits of
the reduced external borrowings in an economic environment of increased
interest costs.

 

Loss before tax from continuing operations and tax rate

 

Loss before tax from continuing operations was £69.4m (2024: £202.4m). The
effective tax rate is -8.2% (2024: -10.8%), based on a total tax credit of
£5.7m (2024: tax credit £21.9m). The effective tax rate differs from the
average statutory rate of 25%. This is primarily due to an exempt gain on the
disposal of a subsidiary (21.8%) offset by the movement in deferred tax not
recognised (-41.5%). The non-deductible expenses principally comprise of the
share-based payments charge and non-qualifying depreciation.

 

At 31 December 2025, the total net deferred tax liability is
£43.8m (2024: £59.6m). The deferred tax liability in respect of intangible
assets recognised on consolidation was £105.6m (2024: £123.0m). The
deferred tax asset in respect of tax losses recognised was
£32.8m (2024: £46.4m). There were £52.9m of unrecognised deferred tax
assets in respect of tax losses at the balance sheet date. This
non-recognition has an impact on the income statement tax charge, and this is
one of the primary reasons for the effective tax rate being below the
statutory rate.

 

Discontinued operations

 

On 2 January 2025, the Group successfully completed the previously announced
demerger of THG Ingenuity into a standalone, independent private company. THG
Ingenuity has been recognised as a discontinued operation and the 2025 results
disclosed THG Ingenuity as discontinued. A profit on disposal of £117.8m was
crystallised in 2025 (2024: £145.6m loss). The current year gain on
distribution of THG Ingenuity (see more detail within note 12.2 of the
financial statements) is calculated as the difference between the fair value
and the book value of its net assets after finalisation of completion
accounts. The loss in the prior year was primarily driven by the operating
loss of THG Ingenuity.

 

Profit/(loss) for the financial year

 

The Group delivered a statutory profit for the financial year of £54.1m
(2024: loss of £326.1m). This improvement of over £380m is principally
attributable to more than a £260m positive swing in the result from
discontinued operations, which generated a profit in 2025 versus a loss in
2024. The result was further aided by a c.£95m reduction in charges
classified as adjusting items within continuing operations.

 

Earnings per share

 

Basic earnings per share were £0.04 per share (2024: loss of £(0.24) per
share). This was primarily driven by the statutory profit noted above arising
from the profit on discontinuation of THG Ingenuity and the profit on disposal
of Claremont Ingredients.

 

 Cash flow statement                                      2025

                                                          £m

                                                                   2024 (Post demerger)

                                                                   £m
 Adjusted EBITDA                                          76.6     83.4
 Working capital movements                                (21.8)   17.9
 Tax paid                                                 (3.7)    (1.3)
 Adjusted items                                           (17.8)   (21.2)
 Net cash generated from operating activities             33.4     78.8
 Purchase of property, plant and equipment                (4.0)    (7.5)
 Purchase of intangible assets                            (17.1)   (13.6)
 Interest paid                                            (46.0)   (45.0)
 Interest received                                        2.5      9.0
 Lease repayments                                         (20.6)   (21.4)
 Free cash flow                                           (51.8)   0.4
 Proceeds from sale of subsidiaries net of cash disposed  101.4    -
 Repayments of bank borrowings                            (217.3)  (23.8)
 Share placing, net of directly attributable costs        -        93.3
 Proceeds from issuance of Ordinary Shares net of fees    21.4     -
 Proceeds from the issue of convertible loans             67.5     -
 Payments on distribution                                 (46.7)   -
 Net (decrease)/increase in cash and cash equivalents     (125.5)  69.9
 Cash and cash equivalents at the end of the year         183.1    308.6

 

 

Free cash outflow in 2025 totals £51.8m (2024: £0.4m inflow). This is driven
by a reduction in Adjusted EBITDA arising from the factors mentioned above and
an adverse working capital movement of £21.8m. This reflects the normal
seasonal outflow in the first half of the year, which partially reversed in
the second half. The inflow in H2 was moderated by a conscious decision to
invest in inventory for fast-moving THG Beauty lines to support the
stronger-than-expected sales momentum in the fourth quarter. We view this as a
temporary phasing impact and expect this position to unwind through 2026.

 

Capital expenditure has significantly reduced as guided post-demerger. The
total spend in 2025 totalled £21.1m for the year (2024: £21.1m), reflecting
the Group's disciplined capital allocation strategy.

 

The Group successfully completed a major refinancing in April 2025, providing
enhanced balance sheet strength with facilities now extending to 2029. Cash
flows from financing activities show a reduction in borrowings of £217.3m,
which was largely funded by proceeds from the £88.9m equity raise and the
£100.7m net proceeds from the disposal of Claremont Ingredients.

 

While cash interest paid remained consistent year on year, given the decrease
in interest rates during the year, cash interest received decreased from
£9.0m in 2024 to £2.5m in 2025.

 

The Group closed the year in a strong liquidity position, with cash and cash
equivalents of £183.1m and a fully undrawn revolving credit facility ("RCF")
of £150m, providing total cash and available facilities of approximately
£333m at year end.

 

Balance sheet

 

Cash and cash equivalents and net cash before lease liabilities

 

                                                                                 31 December 2025  31 December 2024

                                                                                 £m
                                                                                 £m
 Loans and other borrowings                                                      (430.4)           (604.6)
 Lease liabilities                                                               (130.8)           (41.4)
 Cash and cash equivalents                                                       183.1             308.6
 Sub-total                                                                       (378.1)           (337.3)
 Adjustments:
 Retranslate debt balance at swap rate where hedged by foreign exchange          14.3              (8.3)
 derivatives
 Net debt                                                                        (363.8)           (345.6)
 Net debt adjusted for demerger subleases                                        (363.8)           (422.5)
 Net debt before lease liabilities                                               (233.0)           (304.3)

 

At 31 December 2025, the Group held £183.1m in cash and cash equivalents
(2024: £308.6m). Total available liquidity stood at c.£333m, including the
fully undrawn RCF of £150m.

 

As part of its ongoing strategy to reduce gross debt, the Group successfully
completed a major refinancing of its debt facilities in the first half,
extending key maturities to 2029 and providing long-term balance sheet
stability following the demerger of THG Ingenuity.  At the year end, total
borrowings stood at £430.4m, a significant reduction from £604.6m at the
prior year end. The Group's streamlined facilities now primarily comprise a
€445m Term Loan B, with the previous Term Loan A facility having been fully
repaid during the year.

 

The decrease in net debt before leases year-on-year has been driven by the
reduction in borrowings following the refinancing outlined above and the
associated equity raise.

 

The increase in net debt is driven by the increase in lease liabilities. The
majority of the Group's material leases left the Group as part of the
demerger, as they relate to THG Ingenuity's operations, however, new subleases
were entered into in 2025 following the demerger totalling £76.9m reflecting
THGs use of properties where the headlease is with  Ingenuity. To compare on
a like for like basis we have included net debt adjusted for demerger
subleases. On this basis, net debt has declined year on year reflective of the
reduction in borrowings.

 

Non-current assets

 

Property, plant and equipment totalled £55.8m (2024: £64.9m). Intangible
assets totalled £836.0m (2024: £958.3m) with the reduction in intangibles
driven by a combination of the amortisation charge (see earlier), the sale of
Claremont Ingredients and foreign exchange rates reducing the value of US
dollar denominated assets.

 

Right-of-use-assets totalled £116.8m (2024: £29.3m). The increase compared
to the 2024 year end relates primarily to the subleases entered into as part
of the demerger with no material new leases entered into during the financial
year.

 

Going concern

 

The Group remains in a strong cash position following the demerger with cash
and cash equivalents totalling £183.1m (2024: £308.6m).

 

At 31 December 2025, the RCF was undrawn, meaning the Group had £150m
available in undrawn facilities, leaving THG with c.£333m in cash and
available facilities.

 

Net debt before lease liabilities totalled £233.0m (2024: net debt before
lease liabilities £304.3m).

 

In making their assessment of going concern, the Directors reviewed financial
projections until 30 April 2027 and concluded that the Group was a going
concern.

 

Stress test scenarios were modelled to take into account severe but plausible
impacts of a combination of the principal risks occurring, including reducing
sales for the two key businesses to levels below historic actuals and current
budgets. A reverse stress test was also separately modelled. The results of
stress testing demonstrated that the combination of mitigating actions
available including existing cash resources, level of discretionary spend and
ability to utilise the RCF were sufficient for the Group to withstand such
impacts.

 

 

Consolidated statement of comprehensive income

for the year ended 31 December 2025

                                                                                      2025         2024

                                                                                      Total        Total

                                                                                      £Õ000        £Õ000

                                                                                Note
 Continuing operations
 Revenue                                                                        2     1,717,877    1,751,404
 Cost of sales                                                                        (1,029,879)  (1,057,809)
 Gross profit                                                                         687,998      693,595
 Distribution costs                                                                   (215,419)    (230,957)
 Administrative costs                                                                 (524,982)    (610,533)
 Profit on disposal of subsidiary                                               9.1   60,537       -
 Operating profit/(loss)                                                        3     8,134        (147,895)
 Finance income                                                                 6     2,535        9,049
 Finance costs                                                                  6     (80,052)     (63,554)
 Loss before taxation                                                                 (69,383)     (202,400)
 Income tax credit                                                                    5,708        21,867
 Loss for the financial year from continuing operations                               (63,675)     (180,533)
 Discontinued operations
 Profit/(loss) for the financial year from discontinued operations, net of tax  9.2   117,800      (145,607)
 Profit/(loss) for the financial year                                                 54,125       (326,140)

 Other comprehensive income/(expense)
 Items that may be subsequently reclassified to profit or loss:
 Exchange differences on translating foreign operations, net of tax                   (28,939)     12,175
 Net loss in cash flow hedges                                                         (5,433)      (7,941)
 Total comprehensive income/(expense) for the financial year                          19,753       (321,906)
 Basic and diluted loss per share continuing operations (£)                     16    (0.04)       (0.13)
 Basic and diluted profit/(loss) per share discontinued operations (£)          16    0.08         (0.11)
 Basic and diluted profit/(loss) per share (£)                                  16    0.04         (0.24)

 

 

Adjusted EBITDA

                                              2025      2024(2)

                                              Total     Total

                                              £Õ000     £Õ000

                                        Note
 Operating profit/(loss)                      8,134     (147,895)
 Adjustments for:
 Amortisation                           7     16,520    19,880
 Amortisation of acquired intangibles   7     41,886    45,506
 Depreciation                           3     32,459    24,824
 Adjusted items - cash                  4     14,299    24,547
 Adjusted items - non-cash              4     6,400     42,440
 Adjusted items - non-cash impairment   4     9,528     57,466
 Share-based payments                   5     7,903     16,579
 Profit on disposal of a subsidiary     9.1   (60,537)  -
 Adjusted EBITDA(1)                           76,592    83,347

The comprehensive income/(expense) 100% attributable to the owners of the
parent company.

 

1.     Adjusted EBITDA is defined as operating profit before depreciation,
amortisation, share-based payments, profit on disposal of a subsidiary and
adjusted items.

2.     Adjusted EBITDA for 2024 has been restated from £92.1m to £83.3m to
remove the separate classification of discontinued categories which totalled
£8.7m to provide a like-for-like comparison to 2025.

 

 

Consolidated statement of financial position

as at 31 December 2025

                                              31 December                             31 December

                                              2025                                    2024

                                              £Õ000                                   £Õ000

                                    Note
 Non-current assets
 Intangible assets                  7         836,034                                 958,322
 Property, plant and equipment      8         55,841                                  64,890
 Right-of-use assets                15        116,783                                 29,327
 Other financial assets                       -                                       4,590
 Deferred tax asset                           599                                     4,072
                                              1,009,257                               1,061,201
 Current assets
 Assets held for distribution                 -                                       762,369
 Inventories                        10        272,839                                 265,371
 Trade and other receivables        11        106,691                                 147,272
 Other financial assets                       26,468                                  727
 Current tax asset                            801                                     -
 Cash and cash equivalents          12        183,099                                 308,622
                                              589,898                                 1,484,361
 Total assets                                 1,599,155                               2,545,562
 Equity
 Ordinary Shares                              9,606                                   8,219
 Share premium                                2,207,500                               2,117,148
 Merger reserve                               -                                       615
 Capital redemption reserve                   523                                     523
 Hedging reserve                              (42,880)                                (36,134)
 Cost of hedging reserve                      34,769                                  33,456
 FX reserve                                   1,996                                   27,779
 Retained earnings                            (1,786,292)                             (1,845,779)
                                              425,222                                 305,827
 Non-current liabilities
 Borrowings                         14        360,742                                 491,782
 Other financial liabilities                                     -                    35,705
 Lease liabilities                  15        109,868                                 31,077
 Provisions                                   15,871                                  11,911
 Deferred tax liability                       44,403                                  63,701
                                              530,884                                 634,176
 Current liabilities
 Liabilities held for distribution            -                                       589,672
 Contract liability                           17,279                                  15,650
 Trade and other payables           13        464,832                                 342,527
 Borrowings                         14        69,618                                  112,785
 Current tax liability                        3,190                                   3,568
 Lease liabilities                  15        20,945                                  10,293
 Provisions                                   3,392                                   6,469
 Other financial liabilities                  63,793                                  23,264
 Dividend liability                           -                                       501,331
                                              643,049                                 1,605,559
 Total liabilities                            1,173,933                               2,239,735
 Total equity and liabilities                 1,599,155                               2,545,562

 

 

Consolidated statement of changes in equity

for the year ended 31 December 2025

                                                          Ordinary  Share      Merger    Capital      FX                    Cost of

                                                          Shares    premium    reserve   redemption   reserve               hedging

                                                          £'000     £'000      £'000     reserve      £'000                 reserve

                                                                                         £'000                              £'000
                                                                    Hedging              Retained               Total

                                                                    reserve              earnings               equity

                                                                    £'000                £'000                  £'000

                                                    Note
 Balance at 1 January 2024                                7,072     2,024,824  615       523          15,604    (20,020)    25,283    (1,032,234)  1,021,667
 Loss for the year                                        -         -          -         -            -         -           -          (326,140)    (326,140)
 Other comprehensive expense:
 Impact of foreign exchange                               -         -          -         -            12,175    -           -         -            12,175
 Movement on hedging instruments                          -         -          -         -            -         (16,114)    8,173     -            (7,941)
 Total comprehensive (expense)/income for the year        -         -          -         -            12,175    (16,114)    8,173     (326,140)    (321,906)

 Issue of Ordinary Share capital                          1,147     92,324     -         -            -         -           -         -            93,471
 Share-based payments                               5     -         -          -         -            -         -           -         16,579       16,579
 Deferred tax in equity                                   -         -          -         -            -         -           -          (2,653)      (2,653)
 Dividend in specie                                       -         -          -         -            -         -           -         (501,331)    (501,331)
 Balance at 31 December 2024                              8,219     2,117,148  615       523          27,779    (36,134)    33,456    (1,845,779)  305,827

 Balance at 1 January 2025                                8,219     2,117,148  615       523          27,779    (36,134)    33,456    (1,845,779)  305,827
 Profit for the year                                      -         -          -         -            -         -           -         54,125       54,125
 Other comprehensive loss:
 Impact of foreign exchange                               -         -          -         -            (28,939)  -           -         -            (28,939)
 Movement on hedging instruments                          -         -          -         -            -         (6,746)     1,313     -            (5,433)
 Total comprehensive (expense)/income for the year        -         -          -         -            (28,939)  (6,746)     1,313     54,125       19,753
 Issue of Ordinary Share capital                          343       21,074     -         -            -         -           -         -            21,417
 Convertible loan                                         1,044     69,278     -         -            -         -           -         -            70,322
 Share-based payments                               5     -         -          -         -            -         -           -         7,903        7,903
 Reserves movement of demerged entities                   -         -          (615)     -            3,156     -           -         (2,541)      -
 Balance at 31 December 2025                              9,606     2,207,500  -         523          1,996     (42,880)    34,769    (1,786,292)  425,222

 

 

Consolidated statement of cash flows

for the year ended 31 December 2025

                                                                          Note  2025       2024

                                                                                £Õ000      £Õ000

 Cash flows from operating activities before adjusted cash flows
 Cash generated from operations                                                 54,834     136,412
 Income tax paid                                                                (3,678)    (621)
 Net cash generated from operating activities before adjusted cash flows        51,156     135,791
 Cash flows relating to adjusted items                                          (17,753)   (39,328)
 Net cash generated from operating activities                                   33,403     96,463

 Cash flows from investing activities
 Acquisition of subsidiaries net of cash acquired                               -          (23)
 Proceeds from disposal of subsidiaries (net of cash disposed)                  101,385    -
 Payments on distribution                                                 17    (46,709)   -
 Purchase of property, plant and equipment                                      (4,030)    (31,709)
 Purchase of intangible assets                                                  (17,124)   (69,571)
 Interest received                                                        6     2,535      9,190
 Net cash from/(used) in investing activities                                   36,057     (92,113)
 Cash flows from financing activities
 Proceeds from issuance of Ordinary Shares net of fees                          21,417     93,319
 Proceeds from the issue of convertible loan                                    67,535     -
 Interest paid                                                                  (45,999)   (44,954)
 Repayment of lease liabilities                                           15    (20,645)   (47,476)
 Repayment of bank borrowings and loan fees                                     (654,257)  (23,800)
 Proceeds from bank borrowings                                                  436,966    -
 Net cash flow from financing activities                                        (194,983)  (22,911)

 Net decrease in cash and cash equivalents                                      (125,523)  (18,561)
 Cash and cash equivalents at the beginning of the year                         308,622    416,162
 Cash and cash equivalents at the end of the year                         12    183,099    397,601

(including cash held in disposal groups)
 Cash and cash equivalents held in disposal group presented as held for         -          88,979
 distribution at the end of the year
 Cash and cash equivalents at the end of the year                               183,099    308,622

 

 

Notes to the consolidated financial statements

 

1. Basis of Preparation

a. General information

THG PLC (company number 06539496) is a public company limited by shares and
incorporated in England and Wales. It has a standard listing on the London
Stock Exchange and is the holding company of the Group. The address of its
registered office is Icon 1 7-9 Sunbank Lane, Ringway, Altrincham, United
Kingdom, WA15 0AF. The Company is the parent and the ultimate parent of the
Group, the financial statements comprises the results of the Company and its
subsidiaries ("the Group"). The financial period presented here is for the 12
months ending 31 December 2025, and a prior period comparative of the 12
months ending 31 December 2024.

 

b. Basis of preparation

The consolidated financial statements, have been prepared in accordance with
UK-adopted international accounting standards ("IFRS") and, as regards the
parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006. The financial statements have been
prepared on the historical cost basis, except for derivatives which are held
at fair value.

 

The financial information included in this preliminary statement of results
does not constitute statutory accounts within the meaning of section 435 of
the Companies Act (the "Act"). These Condensed Consolidated Financial
Statements of THG PLC and its subsidiaries apply the same accounting policies,
presentation and methods of calculation as those followed in the preparation
of the Group's consolidated financial statements for the year ended 31
December 2024, which were prepared in accordance with International Financial
Reporting Standards ('IFRS') as issued by the International Accounting
Standards Board and were also prepared in accordance with IFRS adopted by the
European Union ('EU'), the Companies Act 2006 and Article 4 of the EU IAS
Regulations.

 

The statutory accounts for the 12 months ending 31 December 2025 were approved
by the Board of Directors on 25 March 2026. The Auditors of the Group made a
report thereon under Chapter 3 or part 16 of the Act. This report was
unqualified and does not contain a statement under sections 498 (2) or (3) of
the Act.

 

The statutory accounts for the 12 months ending 31 December 2024 have been
delivered to the registrar of Companies, and the Independent Auditors of the
Group made a report thereon under Chapter 3 or part 16 of the Act. This report
was unqualified and does not contain a statement under sections 498 (2) or (3)
of the Act.

 

The financial statements are presented in pounds sterling, rounded to the
nearest hundred thousand unless otherwise stated. The Directors consider it
appropriate to adopt the going concern basis of accounting in preparing the
financial statements of the Group.

 

The accounting policies adopted by the Group in the current year are
consistent with those adopted during the year ended 31 December 2024.

 

There have been no new or amended accounting standards or interpretations
adopted during the year that have had a significant impact on the Group's
financial statements.

 

The Group is currently reviewing the likely impact of IFRS 18 on its statutory
reporting and early adopted the amendments to IFRS 9 and IFRS 7 (effective 1
January 2026) in relation to credit and debit card payments made by customers
which are receivable from banks and clear the bank shortly after the
transaction takes place. There are no other standards, interpretations or
amendments to IFRS that have been issued but are not yet effective that are
expected to have a material impact on the Group's financial statements.

 

2. Segmental reporting and revenue

The Directors have concluded that for 2025, the Group's continuing operations
consist of two reportable segments: THG Beauty and THG Nutrition. The 2024
reportable segments have been restated for consistency.

 

The Directors have assessed the criteria and considerations under IFRS 8
'Operating Segments' in order to identify operating segments within the Group.
During 2024, the Group made the decision to demerge THG Ingenuity. As a result
and in accordance with IFRS 5, THG Ingenuity was classified as a discontinued
operation and has not been included in the note below, see note 9.2 for more
information.

 

The following table describes the main activities for each reportable
operating segment:

 Segment        Activities
 THG Beauty     A digital-first brand owner, retailer and manufacturer in the prestige beauty
                market, with a portfolio of own brands across skincare, haircare and
                cosmetics. Through its retail websites, including Lookfantastic, Dermstore and
                Cult Beauty, it is a route to market globally for third-party premium brands.
 THG Nutrition  A group of digital-first nutrition brands, which includes the world's largest
                online sports nutrition brand Myprotein and its family of brands (Myvegan,
                Myvitamins, MP Activewear and MyPRO), with a vertically integrated business
                model supported by global THG production facilities.

Central costs relate primarily to the PLC Board remuneration, professional
services fees, Group finance, M&A, risk (insurance) and governance costs
that are not recharged to the divisions as they principally relate to the
operations of the PLC holding company.

 

The chief operating decision-maker ("CODM") is the executive Board directors,
who makes key operating decisions for the business. The CODM receives daily
financial information at the combined Group level, along with monthly
information at a business level, and uses this information to allocate
resources, make operating decisions and monitor the performance of each of the
businesses.

 

The measure of the Group's profit or loss used by THG's management team is
Adjusted EBITDA comprising operating profit or loss adjusted for interest,
tax, depreciation, amortisation, shared-based payments, profit on disposal of
a subsidiary and adjusted items. This is reconciled to the nearest IFRS
measure (profit or loss before tax) in the below table.

                                                                                                                           FY 2025

                                                                                                                           Continuing

                                                                                                                           operations Statutory

                                                                                                                           £'000
                                 THG           THG         Central   Total        Adjusted  Amortisation and depreciation

                                 Beauty        Nutrition   PLC       reportable   items     £'000

                                 £'000         £'000       £'000     segments     £'000

                                                                     £'000

 2025
 Revenue                         1,107,864     609,130     -         1,716,994    883       -                              1,717,877
 Gross profit                    435,553       263,349     -         698,902      (10,091)  (813)                          687,998
 Margin %                        39.3%         43.2%       -         40.7%        -         -                              40.0%
 Adjusted EBITDA                 65,790        28,755      (17,953)  76,592       -         -                              76,592
 Margin %                        5.9%          4.7%        -         4.5%         -         -                              4.5%
 Depreciation                    -             -           -         -            -         -                              (32,459)
 Amortisation                    -             -           -         -            -         -                              (58,406)
 Share-based payments            -             -           -         -            -         -                              (7,903)
 Profit on sale of a subsidiary  -             -           -         -            -         -                              60,537
 Adjusted items                  -             -           -         -            -         -                              (30,227)
 Operating profit                -             -           -         -            -         -                              8,134
 Finance income                  -             -           -         -            -         -                              2,535
 Finance costs                   -             -           -         -            -         -                              (80,052)
 Loss before taxation            -             -           -         -            -         -                              (69,383)

Segment assets and liabilities are not disclosed because they are not
regularly reported or reviewed by the Board.

 

 

                                                                                                                 FY 2024

                                                                                                                 Continuing

                                                                                                                 operations Statutory

                                                                                                                 £'000
                       THG           THG         Central   Total        Adjusted  Amortisation and depreciation

                       Beauty        Nutrition   PLC       reportable   items     £'000

                       £'000         £'000       £'000     segments     £'000

                                                           £'000

 2024(1)
 Revenue               1,171,141     580,263     -         1,751,404    -         -                              1,751,404
 Gross profit          468,898       258,575     -         727,473      (33,562)  (316)                          693,595
 Margin %              40.0%         44.6%       -         41.5%        -         -                              39.6%
 Adjusted EBITDA       71,166        34,418      (22,237)  83,347       -         -                              83,347
 Margin %              6.1%          5.9%        -         4.8%         -         -                              4.8%
 Depreciation          -             -           -         -            -         -                              (24,824)
 Amortisation          -             -           -         -            -         -                              (65,386)
 Share-based payments  -             -           -         -            -         -                              (16,579)
 Adjusted items        -             -           -         -            -         -                              (124,453)
 Operating loss        -             -           -         -            -         -                              (147,895)
 Finance income        -             -           -         -            -         -                              9,049
 Finance costs         -             -           -         -            -         -                              (63,554)
 Loss before taxation  -             -           -         -            -         -                              (202,400)

 

1. The segmental result for 2024 has been restated within the above table to
provide a like-for-like comparison for 2025. Restatements have been made to
reflect the removal of discontinued categories as a separate segment. The
combined result of these adjustments is that for 2024, segmental Adjusted
EBITDA has been restated as follows: THG Beauty by £(8.6)m, THG Nutrition by
£(0.1)m and Central PLC by £nil.

 

The Group has provided an analysis of external continuing revenue by region
(by destination):

                               2024

                               £Õ000
                    2025

                    £Õ000

 UK                 909,755    820,517
 USA                296,957    362,874
 Europe             351,037    362,489
 Rest of the world  160,128    205,524
                    1,717,877  1,751,404

 

The Group's non-current assets by geography are as follows:

                    2025       2024

                    £Õ000      £Õ000

 UK                 582,998    624,541
 Europe             45,353     42,270
 Rest of the world  380,307    385,728
                    1,008,658  1,052,539

 

3. Operating loss

                                                                                 2024

                                                                                 £Õ000
                                                                       2025

                                                                       £Õ000
                                                                 Note
 Operating loss has been arrived at after charging/(crediting):
 Adjusted items - cash                                           4     14,299    24,547
 Adjusted items - non-cash                                       4     6,400     42,440
 Adjusted items - non-cash impairment                            4     9,528     57,466
 Employee costs                                                        136,338   142,253
 Share-based payments                                            5     7,903     16,579
 Depreciation on fixed assets                                    8     12,012    13,092
 Depreciation on right-of-use assets                             15    20,447    11,732
 Amortisation                                                    7     16,520    19,880
 Amortisation of acquired intangibles                            7     41,886    45,506
 Net foreign exchange gain                                             (35)      (37)

 

4. Adjusted items

Adjusted items represent material non-recurring items, including costs
relating to acquisitions, disposals and significant strategic programmes, some
of which may span multiple reporting periods. These items are excluded from
Adjusted EBITDA as management believe their inclusion distorts the underlying
trading performance. This is consistent with the way that financial
performance is measured by management and reported to the Board.

                                                                                          2024

                                                                                          £Õ000
                                                                                2025

                                                                                £Õ000

 Within revenue
 Other legal and professional revenue                                           296       -
 Revenue generated by loss-making brands and emerging territories arising from  (1,179)   -
 the strategic review
                                                                                (883)     -
 Within cost of sales
 Loss on disposal arising from the exit of discontinued or loss-making          1,166     24,742
 categories
 Inventory provision following strategic review and commercial rebrand          2,976     8,820
 Costs following the outcome of the strategic review of loss-making brands and  6,832     -
 emerging territories
                                                                                10,974    33,562
 Within distribution costs
 Transportation, delivery and fulfilment costs                                  721       1,268
                                                                                721       1,268
 Within administrative costs
 Impairment of assets - THG Experience                                          589       14,854
 Impairment of assets - discontinued categories                                 8,939     57,466
 Loss on property portfolio restructure                                         963       528
 Loss on disposal arising from the exit of discontinued or loss-making          -         259
 categories
 Costs following the outcome of the strategic review of loss-making brands and  1,193     172
 emerging territories
 Restructuring costs                                                            3,228     5,582
 Acquisitions - restructuring and integration                                   148       3,047
 Onerous contracts                                                              -         7,075
 Other legal and professional costs                                             4,355     640
                                                                                19,415    89,623
 Total adjusted items before tax                                                30,227    124,453
 Tax impact                                                                     (7,573)   (5,095)
 Total adjusted items                                                           22,654    119,358
 Cash adjusting items before tax(1)                                             14,299    24,547

1. Cash adjusting items before tax total £14.3m (2024: £24.5m) reflecting
the total cash before tax expected to be paid. This differs from the
consolidated statement of cashflows which also reflects the timing of such
payments. Cash paid in 2025 totalled £17.8m.

 

Revenue and costs relating to the outcome of the strategic review of
loss-making brands and emerging territories

In 2025, the Group initiated a strategic review of the operating models within
THG NutritionÕs Asia and India operations, as well as the THG Beauty Brands
portfolio. The review focused on territories and brands identified as emerging
or loss‑making given the challenging commodity and macroeconomic backdrop.
As a result, strategic changes have been implemented across these operating
models to improve profitability and customer experience. The incremental costs
and revenue received associated with the previously adopted models have been
recorded within adjusted items on the basis that the strategic change
represents a reset to underlying revenue and costs. Costs included within cost
of sales relate to stock provisions required to reduce stock to its net
realisable value as part of the strategic change alongside the incremental
costs that will not recur under the new models. Administrative costs include
the costs of advisers and contractors supporting the strategic transition.
These items are one‑off in nature and are not expected to recur following
the embedding of the new operating models within 2026.

 

Within administrative costs, the comparative costs relate to costs recognised
following management's decision to consolidate its previously acquired
warehouses into the existing THG network. These are costs incurred to relocate
stock across the fulfilment network, restructuring costs associated with the
dual running of facilities, severance payments, and other third-party costs
such as rent and utilities.

 

Loss on disposal arising from the exit of discontinued or loss-making
categories

Consistent with the Group's ongoing commitment to simplify and streamline
operations as part of the strategic review of loss‑making categories and
territories, several actions concluded in 2024 with some spanning into 2025.

 

This includes the sale of some non-core brands and product offerings across
THG Beauty. These costs are deemed to be one-off losses to enable and complete
the exit of loss-making areas of the business which resulted in an inventory
provision adjustment within cost of sales and asset impairments within
administrative costs to reflect the assets' recoverable value. In 2024, these
costs included the sale of its portfolio of luxury goods websites (previously
THG Luxury) along with some non-core brands and product offerings across THG
Beauty and THG Nutrition.

 

Inventory provision following strategic review and commercial rebrand

In H2 2023, Myprotein initiated a comprehensive global rebrand, reflecting a
pivotal change in strategy aimed at broadening the accessibility of its
products. The Group's commitment to sustainability, notably reducing waste,
underpinned this phased rebrand which spanned several months. This allowed for
the trade through of old brand packaging and drove minimal disposal of stock.
Where possible, stock was sold through in line with this strategy; however,
for items that could not be sold, primarily clothing, a one-off stock
provision was recognised for discontinued or obsolete items as part of
adjusting items, as these costs are not indicative of the Group's underlying
trade as discounts and marketing expenses associated with the clearance of
associated stock would typically not be incurred. Some similar costs have also
been incurred in 2025 as part of the finalisation of the rebrand, mainly in
relation to the vertically integrated supply chain. The rebrand is now
complete and no costs are expected in 2026.

 

Transportation, delivery and fulfilment costs

The conflict in Israel has disrupted international logistics routes, resulting
in higher transportation and fulfilment costs as the war continues, which are
not fully passed on to customers. The residual expense is therefore over and
above those incurred through the normal course of business.

 

Impairment of assets - THG Experience

In 2024, the decision to pause refurbishment work on an asset within THG
Experience led to an impairment. In 2025 a further impairment of £0.6m has
been charged, following a formal appraisal completed in the year in respect of
the expected cost of returning the property at the end of the term.

 

Impairment of assets - discontinued categories

Following the decision to discontinue certain beauty brands in 2024 an
impairment was charged in the prior year totalling £57.5m. In the current
year, an additional impairment totalling £8.9m has been recognised to write
down the assets discontinued to £nil.

 

Loss on property portfolio restructure

Following a Group review of properties held within its portfolio, leased
properties no longer in use have been sold or repurposed. Where vacated
properties are retained, unavoidable costs relating to these sites are
incurred over the remaining life of the lease and will continue to be
classified as adjusted items. These remaining lease terms range from two to
nine years.

 

Restructuring costs

Consistent with the strategic review, the Group continues to explore and
implement corporate restructuring and evolve its internal operations where
sustainable alternatives are identified. As part of this, the costs incurred
are attributable to employee-related severance as part of specific operational
restructuring projects as efficiencies are implemented across the business,
notably as AI enables automation. The costs of the restructuring programme
were offset by the annualised saving within six months. These projects, and
the costs attached, are expected to be completed within a 12-month period. The
costs have been classified as adjusted items due to the scale of the
restructuring undertaken during the year.

 

Acquisitions Ð restructuring and integration

Costs incurred relate to mergers and acquisitions with the comparative being
the costs for the integration of Biossance, which was acquired in December
2023, into the existing THG network. These costs have been incurred from the
point of initial acquisition through to completion of the integration of the
businesses. Given the nature of these costs, it is not unusual for these to
span more than one accounting period depending on the date of acquisition and
the time required for the integration to be completed.

 

Onerous contracts

The comparative costs related to a sponsorship agreement the Group entered
into in 2023 and an aborted implementation of a Human Resources enterprise
reporting platform (ERP) system, both of which had not delivered the expected
commercial returns and were concluded as onerous. No further costs were
incurred in 2025.

 

Other legal and professional revenue and costs

The Group incurs legal and professional costs that are non-recurring, one-off
in nature and not related to trading activities. These costs are included as
adjusted items and can include, but are not limited to, legal costs for
one-off matters and other fees associated with investor activities. The legal
and professional costs incurred during 2025 include fees relating to the
refinancing completed in the year, other adviser fees for one-off projects and
costs of refunds to customers processed through revenue. The legal and
professional costs incurred during 2024 relate to the transfer to the equity
shares (commercial companies) ("ESCC") category of the Official List.

 

5. Share-based payments

Overview

The Group operates a share-based compensation plan, under which the Group
receives services from employees as consideration for equity instruments
(options) of the Company. The fair value of the employee services received in
exchange for the grant of the equity instruments is recognised as an expense
in the statement of comprehensive income with the corresponding increase to
equity.

 

Previously issued plans

Senior leadership plan

 Under the Senior Leadership Plan ("SLT Plan"), share options of the parent
are granted to senior executives of the Company, including members of key
management personnel. The awards vest in three equal tranches, annually on 31
December over the three years from grant date. Performance conditions and
targets linked to ESG are attached to a small proportion of the awards to a
small number of participants. The fair value of the share options is the
market price of the underlying shares on the grant date. There are no cash
settlement alternatives. The Group does not have a past practice of cash
settlement for these options. The Group accounts for the SLT as an
equity-settled plan.

 

Employee plan

Under the Employee Plan, the Group, at its discretion, may grant share options
of the parent to employees other than senior executives. The option awards
will vest in three equal tranches annually on 31 December over the three years
from grant date, provided participants remain in continued employments with
the Company at each date. A small number of shares vested in full on 31
December following issue. The fair value of the share options is the market
price of the underlying shares on the grant date.

 

The contractual term of the share options is three years and there are no cash
settlement alternatives for the employees. The Group does not have a past
practice of cash settlement for these awards. The Group accounts for the
Employee Plan as an equity-settled plan.

 

Plans issued in the year

A total of 9,585,327 shares were issued in the 12 months to 31 December 2025.
The shares issued during the year are as follows:

 * On 12 August 2025, a total of 115,526 options were granted and vested on the
same date.

 * On 3 December 2025, a total 9,469,801 options were granted. The vesting
conditions are as follows:

* 9,469,801 awards that vest in three equal tranches, with the first being 31
December following the date of grant. The second and third tranches for each
separate grant will vest on 31 December in the following two years
respectively;

 

                                                                       2025     2024

                                                                       £'000    £'000

 Expense arising from equity-settled share-based payment transactions  7,903    16,579

 

The following table shows the shares granted and outstanding at the beginning
and end of the year:

                                              2025                          2024

                                              Weighted                      Weighted

                                              average                       average

                                              exercise price                exercise price
                                2025                           2024

                                Number                         Number

                                of shares                      of shares

 As at 1 January                88,454,894    £0.04            68,718,060   £0.04
 Granted during the year        9,585,327     £0.00            33,574,120   £0.02
 Forfeited during the year      (6,362,060)   £0.04            (3,854,758)  £0.00
 Exercised during the year      (21,647,590)  £0.02            (9,982,528)  £0.00
 As at 31 December              70,030,571    £0.04            88,454,894   £0.04
 Exercisable as at 31 December  56,797,472    £0.05            6,072,570    £0.00

The key inputs to calculate the charge are the share price at the date of
grant and an assumption around those not remaining in continued employment,
spread across the vesting period. Achievement of performance conditions has
been considered where appropriate. The range of exercise prices are £0.00 to
£0.16 (2024: £0.00 to £0.16), and the weighted average remaining
contractual life is 7.5 years (2024: 8.3 years). The weighted average share
price at date of exercise of shares exercised during the year was £0.35
(2024: £0.60).

 

6. Finance income and cost

                                             2024

                                             £'000
                                    2025

                                    £'000

 Finance income
 Bank interest receivable           2,535    9,049
 Finance costs
 Bank interest payable and charges  73,045   61,968
 Interest on lease liabilities(1)   7,007    1,586
                                    80,052   63,554

1. Interest on lease liabilities comprises £6.5m (2024: £1.5m) of interest
on lease liabilities and interest charge of £0.5m (2024: £0.1m) arising from
the unwinding of the discount on dilapidations provisions.

 

7. Intangible assets

                                                      Platform

                                                      development

                                                      costs

                                                      £'000
                                                                    Intellectual            New product

                                                                    property                development

                                                                    £'000                   £'000
                                            Goodwill                Brands        Total

                                            £'000                   £'000         £'000

 Cost or valuation
 At 1 January 2024                          773,219   297,599       211,341       627,289   15,217        1,924,665
 Transfers                                  -         (1,278)       137           -         528           (613)
 Additions                                  -         50,046        14,474        591       3,043         68,154
 Currency translation                       1,266     19            1,663         1,941     (12)          4,877
 Disposals                                  (439)     (18,285)      (21,119)      (1,499)   (15)          (41,357)
 Transfers to assets held for distribution  (86,896)  (324,782)     (33,343)      (14,913)  (4,893)       (464,827)
 At 31 December 2024                        687,150   3,319         173,153       613,409   13,868        1,490,899

 Transfers                                  -         5,401         -             -         (5,401)       -
 Additions                                  -         244           10,488        -         6,392         17,124
 Currency translation                       (20,107)  (206)         (9,785)       (19,304)  (14)          (49,416)
 Disposals                                  (30,197)  (248)         (21,465)      (478)     -             (52,388)
 At 31 December 2025                        636,846   8,510         152,391       593,627   14,845        1,406,219

 Accumulated amortisation
 At 1 January 2024                          302,981   177,102       93,200        137,661   6,338         717,282
 Amortisation                               -         43,725        29,555        36,661    2,558         112,499
 Currency translation                       392       (4)           1,086         370       (14)          1,830
 Reclassification                           -         -             15,468        (15,468)  -             -
 Disposals                                  (428)     (17,684)      (19,762)      (2,099)   (15)          (39,988)
 Impairment loss (net)                      40,521    -             -             15,770    -             56,291
 Transfers to assets held for distribution  (85,483)  (199,925)     (24,620)      (3,235)   (2,074)       (315,337)
 At 31 December 2024                        257,983   3,214         94,927        169,660   6,793         532,577

 Amortisation                               -         2,319         21,581        34,174    332           58,406
 Currency translation                       (2,197)   (301)         (6,624)       (3,913)   1             (13,034)
 Disposals                                  -         (73)          (16,517)      (113)     -             (16,703)
 Impairment loss                            -         -             -             8,939     -             8,939
 At 31 December 2025                        255,786   5,159         93,367        208,747   7,126         570,185

 Net book value
 At 1 January 2024                          470,238   120,497       118,141       489,628   8,879         1,207,383
 At 31 December 2024                        429,167   105           78,226        443,749   7,075         958,322
 At 31 December 2025                        381,060   3,351         59,024        384,880   7,719         836,034

 

 

8. Property, plant and equipment

                                                                                            Leasehold

                                                                                            freehold

                                                                                            improvements

                                                                                            and buildings

                                                                                            £'000
                                                                              Computer
                                           Motor      Plant and     Fixtures  equipment

                                           vehicles   machinery

                                           £'000      £'000
                                                      and fittings            and software  Total
                                                      £'000                   £'000         £'000
 Cost
 At 1 January 2024                         2,263      152,963       106,865   133,150       109,607         504,848
 Additions                                 137        11,935        8,712     7,053         2,474           30,311
 Transfers                                 39         1,878         (3,698)   2,289         1,041           1,549
 Currency translation differences          -          (332)         (783)     142           (33)            (1,006)
 Disposals                                 (116)      (2,349)       (1,345)   (780)         (874)           (5,464)
 Transfer to assets held for distribution  (1,893)    (109,492)     (83,062)  (124,692)     (42,431)        (361,570)
 At 31 December 2024                       430        54,603        26,689    17,162        69,784          168,668

 Additions                                 -          2,579         854       190           613             4,236
 Transfers                                 -          3             (123)     2             118             -
 Currency translation differences          1          (215)         318       (83)          (163)           (142)
 Disposals                                 (107)      (1,072)       (129)     (102)         (2,026)         (3,436)
 At 31 December 2025                       324        55,898        27,609    17,169        68,326          169,326

 Accumulated depreciation
 At 1 January 2024                         1,757      56,370        51,056    75,468        47,026          231,677
 Depreciation (note 3)                     178        17,857        13,984    18,134        4,155           54,308
 Transfers                                 -          8             (8)       -             -               -
 Impairment loss                           -          7,328         -         -             155             7,483
 Currency translation differences          -          (92)          (224)     100           (50)            (266)
 Disposals                                 -          (2,347)       (1,212)   (780)         (494)           (4,833)
 Transfer to assets held for distribution  (1,773)    (47,492)      (42,213)  (83,675)      (9,438)         (184,591)
 At 31 December 2024                       162        31,632        21,383    9,247         41,354          103,778

 Depreciation (note 3)                     98         5,688         4,798     778           650             12,012
 Impairment loss                           -          -             (5)       -             -               (5)
 Currency translation differences          -          (379)         83        (100)         (183)           (579)
 Disposals                                 (96)       (1,018)       (86)      (62)          (459)           (1,721)
 At 31 December 2025                       164        35,923        26,173    9,863         41,362          113,485

 Net book value
 At 1 January 2024                         506        96,593        55,809    57,682        62,581          273,171
 At 31 December 2024                       268        22,971        5,306     7,915         28,430          64,890
 At 31 December 2025                       160        19,975        1,436     7,306         26,964          55,841

 

9.1 Disposal of Claremont Ingredients

 

On 6 August 2025, the Group announced that it had agreed to sell its wholly
owned subsidiary, Claremont Ingredients, to the Nactarome Group for proceeds
of £102.8m. The transaction completed on 3 September 2025. This divestment is
a part of the Group's strategy to simplify its operations and expedite
progress towards a net cash balance sheet. Claremont Ingredients does not
represent a major line of business or geographical area of operations for the
Group. Accordingly, the disposal does not meet the criteria for classification
as a discontinued operation under IFRS 5, and the results of the subsidiary
remain presented within continuing operations. The final gain on disposal
incorporates the outcome of the completion accounts process with adjustments
finalised and approved in H2 2025.

 

 

                                          £'000
 Proceeds from disposal                   102,814
 Less: amount deducted at source          (2,149)
 Net proceeds from disposal               100,665
 Less: net assets disposed                (39,860)
 Less: disposal-related fees              (268)
 Gain on disposal                         60,537

 

9.2 Discontinued operations

 

On 17 September 2024, the Group announced its intention to demerge THG
Ingenuity from THG PLC into an independent private company. Shareholder
approval was obtained on 27 December 2024 and, therefore, the Group believed
that it was highly probable that the transaction would complete within 12
months from the date of the announcement. Therefore, THG Ingenuity was
classified as a disposal group held for distribution and discontinued
operations from that date. Upon demerger, THG Ingenuity included THG
Experience, which had previously been reported as part of the THG Beauty
segment. The demerger successfully completed on 2 January 2025.

 

As at 31 December 2024, the disposal group comprised £762.4m of assets held
for distribution and £589.7m of liabilities held for distribution, which were
presented separately on the face of the consolidated balance sheet as required
by IFRS 5. A dividend liability of £501.3m was recognised within the
statement of financial position at 31 December 2024. The dividend liability
was settled on the date of the demerger on 2 January 2025. Included within the
discontinued operations within the statement of comprehensive income is the
final gain on distribution net of tax of £117.8m. The gain represents the
difference between the fair value of THG Ingenuity at the demerger date and
the carrying amount of the net assets distributed. The final gain incorporates
the outcome of the completion accounts process under the demerger agreement,
with adjustments finalised and approved in early H2 2025.

 

The gain on distribution is summarised as follows:

                                                                           £'000
 Fair value of THG Ingenuity                                               501,331
 Less: carrying value of net assets and liabilities held for distribution  (172,697)
 Less: amounts relating to the finalisation of the demerger agreement in   (89,377)
 2025(1)
 Less: intercompany receivable due from THG plc(2)                         (121,457)
 Gain on distribution                                                      117,800

 

1. The demerger completed on 2 January 2025 with a number of obligations
arising on that date which have been recognised in discontinued operations for
the year ended 31 December 2025. We have concluded that the recognition
trigger for these expenses occurred on at the date of the demerger (2 January
2025) and therefore have been recognised within the consolidated statement of
comprehensive income in 2025.

2. The carrying value of the net assets and liabilities held for distribution
excludes intergroup balances that are eliminated on consolidation. The
carrying value of assets distributed as part of the THG Ingenuity business
also included £121m of intergroup receivables.

 

10. Inventories

                        2025     2024
                        £'000    £'000
 Goods held for resale  205,251  200,533
 Raw materials          62,704   60,301
 Goods in transit       4,884    4,537
                        272,839  265,371

 

Goods in transit relate to goods whose control is still to be transferred to
the customers as of the reporting date. The cost of inventories recognised as
an expense and included in cost of sales amounted to £1,016.4m (2024:
£1,017.1m). The value of inventories written down and recognised as an
expense in the statement of comprehensive income in the year was £12.4m
(2024: £38.5m), including adjusted items. Within goods held for resale is a
£1.3m (2024: £1.3m) right to recover asset which represents the carrying
value of inventory expected to be received back from customers as returns.

 

11. Trade and other receivables

                                     2025     2024
                                     £'000    £'000
 Trade receivables                   38,252   34,578
 Less: loss allowance                (222)    (1,122)
 Net trade receivables               38,030   33,456
 Prepayments                         16,063   13,253
 Accrued income                      18,055   22,875
 Other taxation and social security  2,170    40,374
 Other receivables                   32,373   37,314
                                     106,691  147,272

 

Trade and other receivables are principally denominated in sterling.

 

At 31 December 2025, there were 159,176,306 fully vested, but partly paid and
unlisted shares (31 December 2024: 159,293,306). The average amount of unpaid
share capital per fully vested but partly paid and unlisted Share is £0.17
(2024: £0.17) representing a receivable to the Group of £27.7m (2024:
£26.3m). The amount is included within other receivables. The movement in the
year is all due to certain fully vested but partly paid and unlisted shares
being paid-up and converted to Ordinary Shares.

 

During the year ended 31 December 2024, the Group entered into a £30m
non-recourse factoring arrangement whereby receivables are sold to HSBC. This
factoring arrangement remains in place in the current year. The Group does not
retain ownership over the risks and rewards associated with the receivables.

 

VAT tribunal Ð protein powders (contingent asset)

The Group has raised Error Correction Notices to HMRC regarding the VAT
treatment of certain protein powder products. A favourable ruling could
generate an estimated benefit in excess of £60m. However, under IAS 37,
contingent assets may only be recognised when the inflow of economic benefits
is virtually certain. As HMRC have not provided a conclusion, we have
concluded this criteria is not met at 31 December 2025. No asset has therefore
been recognised yet.

 

12. Cash and cash equivalents

                            2025     2024
                            £'000    £'000
 Cash and cash equivalents  183,099  308,622

 

Cash and cash equivalents includes amounts receivable of £1.3m (2024: £1.8m)
from banks and £8.8m (2024: £9.9m) from payment providers, for credit and
debit card transactions. Such amounts clear the bank shortly after the
transaction takes place.

 

13. Trade and other payables

                                     2025     2024
                                     £'000    £'000
 Trade payables                      333,911  246,035
 Accruals                            111,041  69,007
 Other taxation and social security  19,880   27,485
                                     464,832  342,527

 

14. Interest-bearing loans and borrowings

                      2025     2024
                      £'000    £'000
 Current
 Bank borrowings      69,618   112,785
 Lease liabilities    20,945   10,293
                      90,563   123,078
 Non-current
 Bank borrowings      360,742  491,782
 Lease liabilities    109,868  31,077
                      470,610  522,859

 

Bank borrowings relate predominantly to the Û445m Term Loan B, the undrawn
£150m revolving credit facility and a new £64m uncommitted asset-backed
financing facility. In April 2025, the Group refinanced its long-term debt
facilities, extending the Term Loan B to December 2029 and the £150m RCF to
May 2029. The Term Loan A matured in October 2025, with £74m and £35m repaid
in April and October 2025 respectively. The revolving credit facility is
provided by Barclays, HSBC, Santander, Citibank, NatWest and JPM. The Term
Loan B carries an interest rate of 5% plus EURIBOR and the revolving credit
facility interest rate is SONIA. The floating element of the Term Loan B is
hedged by interest rate derivatives. Management note that EURIBOR is being
reformed as a benchmark rate and are in dialogue with its lending and hedging
partners to minimise the impact on the Group as transition occurs. If interest
rates moved by 100bps, the Group's profit before tax would be c.£4.9m
higher/lower (2024: c.£5.1m) and the subsequent move on the derivative
valuation would cause equity to be c.£3.8m higher/lower (2024: c.£7.3m) as a
result of the same move.

 

Under IFRS 9 Financial Instruments, a borrower is required to assess whether
the terms of an existing financial liability have been substantially modified.
This involves evaluating both quantitative and qualitative factors. In making
the assessment, management has applied the 10% quantitative test (comparing
the present value of the cash flows of the modified liability with those of
the original liability). Although the facility was amended, the overall
changes to the cash flows were not considered substantial. Management has
concluded that the amendments represent a modification rather than the
derecognition of the existing liability and recognition of a new loan. The
existing financial liability continues to be recognised, with modification
gains or losses recognised in profit or loss in accordance with IFRS 9.

 

Net debt consists of loans and lease liabilities, less cash and cash
equivalents, defined as referenced in note 15. For the purpose of the Group's
net debt calculation, loans that are denominated in foreign currency are
translated at the effective hedged rate where applicable. Net debt is an
alternative performance measure and is not defined under IFRS. A
reconciliation to the most directly comparable IFRS measure is included below:

                                                                         2025       2024
                                                                         £'000      £'000
 Loans and other borrowings                                              (430,360)  (604,567)
 Lease liabilities                                                       (130,813)  (41,370)
 Cash and cash equivalents                                               183,099    308,622
 Sub-total                                                               (378,074)  (337,315)
 Adjustments:
 Retranslate debt balance at swap rate where hedged by foreign exchange  14,252     (8,306)
 derivatives
 Net debt                                                                (363,822)  (345,621)
 Net debt adjusted for demerger subleases                                (363,822)  (422,521)
 Net debt before lease liabilities                                       (233,009)  (304,251)

 

15. Leases

Set out below are the carrying amounts of the right-of-use assets recognised
and movements during the period:

                                           Motor     Plant and  Land and
                                           vehicles  machinery  buildings  Total
                                           £'000     £'000      £'000      £'000
 As at 1 January 2024                      1,656     113        301,866    303,635
 Additions                                 Ñ         Ñ          25,057     25,057
 Depreciation (note 3)                     (614)     (45)       (38,263)   (38,922)
 Lease modifications                       (3)       -          (18,531)   (18,534)
 Disposals                                 -         -          (213)      (213)
 Transfers                                 -         -          (950)      (950)
 Currency translation differences          (4)       (1)        (1,147)    (1,152)
 Impairment                                -         -          (7,372)    (7,372)
 Transfer to assets held for distribution  (807)     (35)       (231,380)  (232,222)
 As at 31 December 2024                    228       32         29,067     29,327
 Additions                                 -         -          91,372     91,372
 Depreciation (note 3)                     (63)      -          (20,384)   (20,447)
 Lease modifications                       -         (32)       19,752     19,720
 Disposals                                 -         -          (379)      (379)
 Currency translation differences          -         -          (1,956)    (1,956)
 Impairment                                -         -          (854)      (854)
 As at 31 December 2025                    165       -          116,618    116,783

 

Set out below are the carrying amounts of lease liabilities (included under
note 14 interest-bearing loans and borrowings) and the movements during the
period:

                                                2025      2024
                                                £'000     £'000
 As at 1 January                                41,370    344,977
 Additions                                      83,440    15,950
 Accretion of interest                          6,461     15,867
 Payments                                       (20,645)   (47,476)
 Lease modifications                            22,034     (17,864)
 Disposals                                      (397)     (213)
 Currency translation differences               (1,450)   (1,942)
 Transfer to liabilities held for distribution  -         (267,929)
 As at 31 December                              130,813   41,370
 Current                                        20,945    10,293
 Non-current                                    109,868   31,077

 

The Group had total cash outflows for leases of £20.6m in 2025 (2024:
£47.5m).

 

The increase in the carrying amount of the right-of-use assets and lease
liabilities during the year is primarily attributable to the sublease
arrangements put in place following the demerger; the sublease arrangements
are discussed further in note 17.

 

The following are the amounts recognised in the year in the consolidated
statement of comprehensive income:

                                              2025    2024
                                              £'000   £'000
 Depreciation expense on right-of-use assets  20,447  11,732
 Interest expense on lease liabilities        6,461   1,558
                                              26,908  13,290

 

16. Earnings per share

The following table reflects the income and share data used in the basic and
diluted EPS calculations:

                                                                          2025           2024
 Loss for the financial year - continuing operations (£'000)              (63,675)       (180,533)
 Profit/(loss) for the financial year - discontinued operations (£'000)   117,800        (145,607)
 Total profit/(loss) for the financial year (£'000)                       54,125         (326,140)
 Weighted average number of Ordinary Shares for basic and diluted EPS     1,387,523,768  1,368,632,773
 Basic and diluted EPS (£'s)                                              0.04           (0.24)
 Basic and diluted EPS Ð continuing operations (£'s)                      (0.04)         (0.13)
 Basic and diluted EPS Ð discontinued operations (£'s)                    0.08           (0.11)

 

The basic loss per share has been calculated by dividing the loss attributable
to the Group by the weighted average number of Ordinary Shares in issue. Loss
per share has been calculated with respect to total loss for the year for the
Group, including both continuing and discontinued operations.

 

The diluted loss per share has been calculated by adjusting the weighted
average number of shares for the effects of the D, E, F and G Shares assuming
full vesting of all potentially dilutive shares.

 

Basic and diluted earnings per share are equal since the effect of all
potentially dilutive shares outstanding was anti-dilutive.

 

17. Related Party Transactions

The Directors' interests in the Ordinary Share capital of the Company at the
balance sheet date are detailed below:

                                 Ordinary     Ordinary
                                 Shares       Shares
                                 2025         2024
                   £ per share   Number       Number
 M J Moulding      0.005         358,233,396  269,702,708
 M J Moulding      1.000         360          360
 J A Gallemore(1)  0.005         4,216,826    4,216,826
 J A Gallemore(1)  1.000         3,174        3,174
 D Sanders         0.005         358,487      487,487
 C Allen           0.005         2,548,311    2,942,000
 G Kent            0.005         53,600       53,600
 D Moore           0.005         53,143       53,143
 S Farr            0.005         171,743      171,743
 H Jones           0.005         134,084      134,084
 I McDonald(2)     0.005         n/a          2,691,419
                                 365,773,124  280,456,544

1.        John Gallemore stepped down from the Board on 2 January 2025.

2.        Iain McDonald stepped down from the Board on 31 March 2024.

 

In addition to the shareholdings noted above, the Directors had the following
interests in vested shares issued under previous incentive arrangements at the
balance sheet date. These shares carry no voting rights.

 

 

                             2025            2024
                             Subscription/   Subscription/
                    Date of  exercise price  exercise price  2025        2024
                    award    £               £               Number      Number
 M J Moulding       Dec-19   0.23            0.23            43,641,266  43,641,266
 M J Moulding       Aug-20   0.33            0.33            20,197,808  20,197,808
 M J Moulding       Aug-20   0.28            0.28            7,733,792   7,733,792
 J A Gallemore(1)   Dec-19   0.23            0.23            185,476     185,476
 J A Gallemore (1)  Aug-20   0.33            0.33            2,666,963   2,666,963
 J A Gallemore (1)  Aug-20   0.28            0.28            4,000,537   4,000,537
 I McDonald(2)      Dec-19   n/a             0.23            -           -
                                                             78,425,842  78,425,842

 

1.    John Gallemore stepped down from the Board on 2 January 2025.

2.    Iain McDonald stepped down from the Board on 31 March 2024.

 

Details of unvested awards granted to the Directors under the 2023 and 2024
LTIP scheme are provided in the Directors' Remuneration Report.

 

In 2025, the Group provided interest-free loans to the Directors of £nil
(2024: £0.6m) for them to subscribe for shares as part of the employee
benefit scheme. During the year the Group received £0.4m (2024: £nil) in
relation to the repayment of these loans. At the balance sheet date £0.5m
(2024: £0.9m) remained outstanding in relation to these loans.

 

On 26 November 2025, the Company was notified of the transfer by FIC Shareco
Limited, a company incorporated in Guernsey which is wholly owned by the
Group's CEO of 181,818,181 ordinary voting shares of £0.005 each to FIC
Shareco Limited, a company incorporated in the UK and considered a related
party by virtue of the Group's CEO shareholding and control. In accordance
with the Disclosure Guidance and Transparency Rule, Matthew Moulding's equity
interest equates to 429,873,034 shares in the Company, being approximately 25%
on a fully diluted basis,

comprising 307,682,946 ordinary voting shares and 122,190,088 unlisted
Ordinary Shares, including all shares issued under previous incentive
arrangements.

 

Included within other receivables is unpaid share capital totalling £21.6m
(2024: £21.6m) in respect of Directors' interests.

 

Moulding Capital Limited ('Propco Group') is wholly owned by the Group's CEO.
Propco owns property assets occupied and utilised by THG and its operating
businesses.

 

In previous years, the Group (through THG Ingenuity) had an agreement on
commercial terms with Moulding Capital Limited to provide property, facilities
and project management services to the entity and its subsidiaries. This
agreement ceased on demerger. Limited services provided are recovered through
the transitional services agreement with THG Ingenuity. Amounts totalling
£372,442 (2024: £235,382) are recognised within administrative expenses.

 

The amounts recognised on the Group's balance sheet and in the income
statement in relation to the leases with Propco Group in the period are as
follows:

                                                      2025    2024
                                                      £'000   £'000
 Right-of-use asset                                   9,358   12,742
 Lease liability                                      25,025  24,025
 Depreciation arising on right-of-use assets          4,520   2,764
 Expense recognised in financing costs                1,233   991
 Impairment arising on property, plant and equipment  854     7,372

 

The number of leases between THG and Propco Group has decreased to ten (2024:
16) at 31 December 2025. The lease liability movement reflects the unwinding
of the finance costs.

 

The table below gives further detail around the leases in place during the
year:

                       Residual lease  FY 2025
                       term date       Rent
 Number of properties  divestment      £'000
 6                     0-4 years       360
 9                     9-10 years      1,998
 1                     18-24 years     738
 16                                    3,096

 

The rent for 2026 will reduce by £0.4m following the exit of six leases
during 2025.

 

The following table sets out the amounts payable to related parties which
include balances in relation to lease agreements:

 

                          Amount     Amounts

                          owed by   owed to

                          related   related

                          parties   parties
                          £'000     £'000
 Aghoco 1422 Ltd          -         800,000
 Allenby Square Ltd        Ñ-       2,400,000
 THG Gadbrook PropCo Ltd   -        549,012
                          -         3,749,012

 

Following the demerger on 2 January 2025, THG Ingenuity is no longer part of
the THG PLC Group; however, by virtue of the CEO's shareholding and control it
is considered a related party. On 30 October 2025, THG Ingenuity updated its
legal name of incorporation from The Hut.com Limited to FIC Shareco Limited, a
company incorporated in the UK.

 

THG PLC has a long-term service contract in place comprising: platform
infrastructure and technology services, warehouse, fulfilment and courier
services, and marketing and content creation. The value of these services is
expected to reduce from 2026 onwards.

 

The amounts recognised on the Group's balance sheet and in the income
statement in relation to the contract with THG Ingenuity in the period are as
follows:

                2025                                                        Proforma 2024 (1)
                Sale of goods/services  Purchase of goods/services          Sale of goods/services       Purchase of goods/services
                £'000                   £'000                               £'000                        £'000
 THG Ingenuity          9,365                         495,425                          12,278             506,681

1. The 2024 sales and purchases to THG Ingenuity have been included on a
proforma basis to provide a like-for-like comparison to the 2025 amounts. The
purchases year on year have decreased on this basis.

 

Goods and services are sold to and bought from related parties on normal
commercial terms and conditions that would be consistent if this were a third
party.

 

During the year THG Ingenuity received cash for the sale of goods on behalf of
the Group totalling £59.5m; under the agreement in place, this was remitted
back to the Group on a timely basis. Following the demerger, as expected,
payments totalling £46.7m were made in the year in connection with the
demerger, with £20.9m included within trade and other payables at the balance
sheet date which is expected to be settled during 2026.

 

In addition, subleases were put in place following the demerger reflecting THG
PLC's use of assets. The amounts recognised on the Group's balance sheet and
in the income statement in relation to the leases with THG Ingenuity in the
period are as follows:

 

 

                                              2025
                                              £'000
 Right-of-use asset                           76,390
 Lease liability                              76,901
 Depreciation arising on right-of-use assets  7,360
 Expense recognised in financing costs        4,951

 

The table below gives further detail around the leases in place

                       Residual lease  FY 2025
                       term            Rent
 Number of properties                  £'000
 3                     0-4 years       3,870
 1                     9-10 years      723
 3                     18-24 years     5,330
 7                                     9,923

 

The following table sets out amounts outstanding at the balance sheet date:

                          Amount owed by   Amounts

                          related         owed to

                          parties         related

                                          parties
                          £'000           £'000
  FIC Shareco Limited     674             67,306
  The Hut.com Poland       -              311
  THG International LLC    -              1,000
                          674             68,617

 

The receivables are unsecured in nature and, unless otherwise stated, bear no
interest. No guarantees have been given or received and no provisions have
been made for doubtful debts in respect of the amounts owed by related
parties. The payables to related parties are from purchase transactions for
services due one month after the date of purchase. The payables from purchase
transactions are unsecured and bear no interest.

 

On 24 March 2025, as part of the equity contribution surrounding the
refinancing, the Group entered into a convertible loan agreement with FIC
Shareco Limited, a company incorporated in Guernsey which is wholly owned by
the GroupÕs CEO. The convertible loan was initially recognised at £67.5m.
There was no interest charged on this loan, however, notional interest was
charged in accordance with the relevant accounting standards.

 

On 8 December 2025, the convertible loan was extinguished in full by a
conversion to 209,086,407 Ordinary Shares. At 31 December 2025, there was no
outstanding balance as a result of the transaction.

 1  Consensus dated 04.02.26 and available at
https://www.thg.com/investor-relations/analyst-consensus.

 2  Gross debt includes loans and borrowings and lease liabilities adjusted
for the impact of demerger subleases of £76.9m.

 3  YoY defined as year-on-year statutory sales growth.

 4  CCY defined as constant currency basis.

 5  Net debt before lease liabilities.

 6  Restated to remove discontinued categories.

 7  Circana Market Growth; Circana UK Total Market 04/01/2025 Ð 27/12/2025.

 8  TikTok UK Seller Centre, March 2026.

 9  The numbers in this report are subject to roundings throughout. This
report includes a number of non-GAAP measures and alternative performance
measures. Adjusted results are consistent with how business performance is
measured internally and presented to aid comparability of performance. See
more information within the reconciliations to statutory measures within this
report.

 10  2024 has been restated to reflect the demerger of THG Ingenuity and the
inclusion of the result from 'discontinued categories' which were previously
presented separately. See more information and a reconciliation within the
financial statements. No other adjustments have been made.

(( 11 )) Revenue less adjusted items.

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