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REG - THG PLC - Interim results for half-year ended 30 June 2025

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RNS Number : 8653Y  THG PLC  11 September 2025

11 September 2025

 

THG PLC

 

Interim results for the half-year ended 30 June 2025

 

 

H1 performance in line with guidance

 

Return to Group revenue growth in Q2 at +0.9%

 

Positive start to H2 with both businesses in growth

 

 

THG PLC ("THG" or the "Group"), announces its interim results for the
half-year ended 30 June 2025 ("H1 2025").

 

Trading momentum from Q2 into Q3 continues to build positively, with the
strategic model changes implemented across both THG Beauty and THG Nutrition
throughout 2024 now bearing results. This momentum underpins confidence in
full year and medium-term outlook.

 

The successful THG Ingenuity demerger at the start of H1 alongside the Q3
disposal of Claremont Ingredients to Nactarome Group for £103m, puts the
Group on an accelerated path towards a net cash position, with the H1 2025
refinancing securing long-term committed facilities.

 

 

Key financial headlines

 

·     Group revenue: £783.4m (-2.6% CCY YoY 1 )

 

·     Gross margin: 41.1% 2  (H1 2024: 42.6%), reflecting whey price
impact. Gross margins expected to return to growth in H2

 

·   Adjusted EBITDA: £24.0m (H1 2024: £37.1m), in line with August 2025
trading update. The result was weighted towards Q2, with Q3 expected to be
meaningfully higher, reflecting positive H1 exit momentum

 

·   Cash and available facilities of £279.4m following the H1 2025
refinancing which substantially reduced gross debt. This increases by c.£103m
proforma for the received disposal proceeds of Claremont Ingredients

 

·    Strongest trading performance of FY 2025 so far in Q3, with guidance
unchanged:

 

o  THG Beauty expected to deliver H2 revenue growth of +1.0% to +3.0% (H1
2025: -5.9%)

o  THG Nutrition expected to deliver H2 revenue growth of +10.0% to +12.0%
(H1 2025: +3.1%)

 

 

Matthew Moulding, CEO of THG, commented:

 

"I'm really pleased at how THG has gained momentum throughout the first half
and into Q3. A slower start to the year in Beauty, alongside record whey
prices in Nutrition, initially held back performance, but we saw clear
improvement in Q2, in particular supported by Myprotein offline retail and
licensing sales.

 

"As a business we've reaped the benefits of the recent extensive strategic
initiatives across the Group, including the global rebranding of Myprotein
throughout 2024. I'm especially pleased with the response to the new
positioning of the Myprotein brand, reflected in the exciting breadth of
partnerships we're delivering with other global brand owners and a return to
new customer growth. Our Beauty business particularly in the UK demonstrated
impressive resilience, securing market share gains in Q2, with a growing
loyalty base and successful new brand launches supporting a return to revenue
growth in Q3.

 

"Meanwhile the refinancing of our long-term debt, as well as the sale of
Claremont Ingredients, significantly reduces the Group's net debt position
whilst highlighting the value of some of the lesser known, smaller businesses
in THG.

 

"I'd like to thank everybody in the business for their dedication and focus
during this transformative period which sets us up well for our most
profitable and cash generative period in H2. Our momentum is positive and Q3
will be our strongest trading period of the year so far, underpinning our
confidence in the outlook."

 

 

H1 2025 Group trading performance

 

 £m                         H1       H1       YoY      Continuing 3  CCY 4 

                            2025     2024     Growth   Change
 THG Beauty                 479.9    547.8    -12.4%   -5.9%
 THG Nutrition              303.6    300.3    +1.1%    +3.1%
 Total revenue              783.4    848.1    -7.6%    -2.6%

 THG Beauty                 190.4    223.4    -14.8%
 THG Nutrition              131.8    138.0    -4.5%
 Gross profit(2)            322.2    361.4    -10.8%
 Gross profit margin        41.1%    42.6%    -150bps

 THG Beauty                 20.2     28.6     -29.4%
 THG Nutrition              12.0     19.6     -38.8%
 Adjusted EBITDA 5          24.0     37.1     -35.3%
 Adjusted EBITDA %          3.1%     4.4%     -130bps
 Adjusted items - cash      1.7      5.3      -67.9%
 Adjusted items - non-cash  3.7      9.4      -60.6%
 Operating loss             (30.0)   (30.7)   -2.3%
 Net debt 6                 (321.4)  (350.5)

 

All comparative figures are continuing CCY unless otherwise
stated, all numbers and tables subject to rounding. H1 2024 has been
restated to reflect the demerger of THG Ingenuity.

 

 

H1 2025 highlights

 

THG Beauty

 

·      Resilient retail trading with Q2 2025 UK growth at its highest
rate since Q1 2024, supporting market share gains 7 .

 

·    The effect of withdrawing from certain sales activity in Europe and
Asia, as well as various non-underlying items such as asset disposals
including the luxury portfolio, contributed over 900bps of the revenue decline
in H1, with these factors mainly annualising in Q3 2025.

 

·    New brand launches driving growth and engagement, with over 70
launched year to date including Gucci Beauty. Revenue from new brands is
expected to be +50% (vs 2024) with future personalisation developments
supporting product discovery including integrating diagnostic technology and
tailored product recommendations for specific looks and concerns.

 

·   LOOKFANTASTIC loyalty members continued to grow in H1, reaching 3.2m
members, with consumer preference surging by +54% (Q1 to Q2 8 ). This reflects
the ongoing strategy to develop and deploy learnings from an evolved marketing
measurement framework, focused on incremental efforts, demand generation and
brand tracking to drive greater brand awareness and a higher quality of
recurring customer.

 

·    Own brand lifecycle investment is ongoing during 2025 / 2026 to
improve formulations, range and product appeal. This investment and portfolio
rationalisation constrained growth within certain brands which will continue
into H2 although to a lesser extent.

 

·   Medium-term target gross profit margins achieved in the period,
slightly back from H1 2024 peak. Performance reflects change in business mix
(towards retail) and UK market competitiveness.

 

·      Adjusted EBITDA reduced YoY (H1 2025: £20.2m, vs H1 2024:
£28.6m), primarily reflecting the revenue and gross profit result, partially
offset by distribution cost efficiencies from increased UK participation.
Lifecycle investment and B2B order phasing (across own brands and
manufacturing) also contributed to the YoY movement.

 

THG Nutrition

 

·     Revenue grew +3.1% to £303.6m (H1 2024: £300.3m), with Q2 the
strongest growth since Q1 2022, driven by price as average selling prices
("ASPs") recovered to pre-rebrand levels. Growth has been broad-based with
Myprotein recognised as the UK and Europe's No.1 Sports Nutrition brand based
on sales across online and offline channels 9  (#_ftn9) .

 

·     Myprotein activewear revenue participation increased as rebranded
ranges sparked increased demand, with orders including activewear at a c.29%
higher AOV.

 

·    Continued offline retail momentum with new retail partnerships (+4
UK and +18 US) and development of existing relationships through category,
product and doors penetration. Strategic listings in the US include the launch
of a curated range across Walmart stores, bringing US doors to c.8,400 (2024:
1,500).

 

·     Distribution of licensed products has expanded into new retail
channels and touchpoints, with Myprotein continuing to forge innovative
product and flavour partnerships with globally pre-eminent consumer food
brands, including:

 

o  Q1 2026 launch of a multi-year deal to license out the Myprotein brand to
a European leader in chilled and ambient food-to-go, sandwiches and salads,
sold through major supermarkets, convenience shops, and food service outlets
across the UK & Ireland.

 

o  Q4 2025 launch of a two-way product partnership with a global
confectionery leader, licensing-in the most iconic confectionery flavours into
Myprotein's products. A range of iconic confectionery products will also be
available to purchase in the 'Brand Hub', recently added to the digital store
to enable customers to discover major health and wellness and lifestyle
brands, alongside Myprotein.

 

·     Myprotein's move into both the offline and licensing space will
see c.45 million units sold via these channels during 2025 through >40,000
global doors by the end of the year, enabling Myprotein to reach millions of
new customers and further amplify brand awareness.

 

·   Whey commodity prices were elevated YoY and have remained stable during
H1, with strong global demand matching new supply capacity, therefore
impacting gross margin (H1 2025: 43.4%, vs H1 2024: 45.9%).

 

·    Distribution and payroll efficiencies helped to offset marketing
investment in support of new customer acquisition and retention, with adjusted
EBITDA of £12.0m (H1 2024: £19.6m) primarily impacted by the gross margin
decline.

 

Group

 

·     Group revenue of £783.4m, representing a reduction of -2.6%. The
result was driven by a return to growth in THG Nutrition, offsetting a
decrease in THG Beauty which was primarily a result of strategic model changes
(disposal of certain operations, own brand investment and retail territory
prioritisation).

 

·      Adjusted distribution costs as a percentage of revenue continued
to decrease to 12.7% (H1 2024: 13.6%) driven by basket economics and territory
mix (higher UK participation), and an increase in offline revenues.

 

·   Increased administrative costs as a percentage of revenue reflect a
continued planned investment in marketing offsetting a managed reduction in
salary and overhead costs. The Group's progression towards an evolved
marketing measurement framework including media mix modelling and brand
tracking is beginning to deliver improvements in brand awareness, customer
reactivations and retention.

 

·    The Group recorded an adjusted EBITDA of £24.0m (H1 2024: £37.1m),
with a margin of 3.1% (vs 4.4% H1 2024), primarily reflecting substantially
higher whey pricing YoY in Nutrition.

 

·    Group operating loss (continuing) of £30.0m (H1 2024: £30.7m),
including the impact of non-cash adjusting items totalling £3.7m (H1 2024:
£9.4m).

 

·    Group statutory profit for the period of £76.3m (H1 2024: loss of
£121.2m), includes the result from discontinued operations and the gain on
the demerger of THG Ingenuity at the start of FY 2025.

 

·    Cash flows in respect of capital expenditure were £10.5m (H1 2024:
£53.9m pre-demerger 10 ), with net finance costs and lease repayments £16.3m
(£13.0m) and £10.3m (£22.4m) respectively, leading to a free cash outflow
of £77.7m (H1 2024: £126.7m outflow) after the expected seasonal working
capital outflow.

 

·    With the support of our banking partners, in March 2025 we
refinanced our long-term debt facilities including a €445m Term Loan B and
£150m undrawn RCF until December 2029 and May 2029 respectively.

 

·    Net debt6 of £321.4m (H1 2024: £350.5m), reduces to c.£220m
proforma for the Claremont Ingredients disposal. Following the refinancing and
THG Ingenuity demerger, gross debt reduced by £374m.

 

 

Outlook and guidance

 

·      Confidence in delivery is growing ahead of the peak trading
period, with:

 

o  THG Beauty expected to deliver H2 revenue growth of +1.0% to +3.0% (H1
2025: -5.9%)

o  THG Nutrition expected to deliver H2 revenue growth of +10.0% to +12.0%
(H1 2025: +3.1%)

 

·    As we now enter peak trading, THG Beauty has returned to growth,
helped in part by annualising the impact of deprioritising selected low-margin
European and Asia territories, alongside strengthening home market demand.
Advent season has been the strongest launch in history across LOOKFANTASTIC
and Cult Beauty edits.

 

·    To drive market share gains across both D2C and offline retail,
Myprotein will limit price increases in H2 2025, further supporting growth in
new customers and enabling an acceleration of its installed base in global
offline retail.

 

·     Myprotein's structurally advantaged, vertically integrated
business model means it is now driving revenue and gross margin growth in H2
(vs H1). Any pricing relief in whey protein is expected to be gradual.

 

·    Guidance remains in line with the trading update published August
2025 11  with LTM 12  adjusted EBITDA to 30 June 2025 of £70.3m (inclusive of
c.£5.0m of discontinued losses which will annualise out across H2) supporting
the full year outturn.

 

·     Supported by cash generation, net leverage and borrowing costs will
continue to reduce over the medium-term with the Group making further progress
towards a neutral net cash / net debt position, in line with its capital
allocation strategy.

 

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/68aedc4233d75f0013a0948c
(https://stream.brrmedia.co.uk/broadcast/68aedc4233d75f0013a0948c)

 

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

·      USA Local: +1 786 697 3501

·      USA Toll Free: 866 580 3963

·      UK-Wide: +44 (0) 33 0551 0200

·      UK Toll Free: 0808 109 0700

·      Password: THG Interim Results

 

 

 

For further information please contact:

 

 Investor enquiries:
 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@sodali.com)

 THG PLC                                                                media-enquiries@thg.com (mailto:media-enquiries@thg.com)

ENDS

 

Notes to editors

THG PLC is a global e-commerce group headquartered in Manchester, UK,
operating 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 the Company, 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 the
Company. 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.

Chief Financial Officer's Review

Total Group overview 13 

 H1 2025                THG      THG                Total

                        Beauty   Nutrition          H1 2025
 £m                              Central
 Revenue                479.9    303.6       -      783.4
 Adjusted gross profit  190.4    131.8       -      322.2
 Margin                 39.7%    43.4%       -      41.1%
 Adjusted EBITDA        20.2     12.0        (8.2)  24.0
 Margin                 4.2%     3.9%        -      3.1%

 

 H1 2024 (Restated) 14  (#_ftn14)  THG      THG                 Total

                                   Beauty   Nutrition           H1 2024
 £m                                         Central
 Revenue                           547.8    300.3       -       848.1
 Adjusted gross profit             223.4    138.0       -       361.4
 Margin                            40.8%    45.9%       -       42.6%
 Adjusted EBITDA                   28.6     19.6        (11.0)  37.1
 Margin                            5.2%     6.5%        -       4.4%

 

The demerger of THG Ingenuity completed on 2 January 2025, the results above
therefore have been restated to report only THG Beauty, THG Nutrition and
central costs. Financial disclosure has been enhanced to include gross margin
by business.

 

THG Beauty

 

THG Beauty reported revenue of £479.9m (H1 2024: £547.8m), -12.4% YoY,
-5.9% continuing CCY, driven by:

 

·    Discontinued categories and non-core operations: The exit of
Australian beauty and subscription box services in Europe, as well as luxury
clothing, were the biggest drivers of the revenue decline accounting for
530bps of the YoY movement. Currency accounted for a further 120 bps resulting
in -5.9% continuing CCY.

 

·    Lower margin territories: The next biggest contributor was the
strategic decision to withdraw from lower margin territories in Asia and
Europe which impacted growth by c. 260bps. The YoY revenue drag from these
strategic exits is expected to annualise within Q3 2025 onwards.

 

·    Own-brand portfolio: lifecycle investment is ongoing in own brands
during 2025 / 2026 to improve formulations, range and product appeal. This
investment and portfolio rationalisation constrained revenue growth within
certain brands which will continue into H2 although to a lesser extent.

 

·    Geographic mix: the UK market traded resiliently. The US retail
market faced challenges due to cautious market sentiment in H1 stemming from
tariff announcements. While not expected to materially impact US retail
(primarily Dermstore) this contributed to overall consumer uncertainty
alongside, although to a lesser extent, foreign exchange headwinds on the US
Dollar.

 

·     Investing in the customer proposition: in H1 2025, we have
maintained a focus on driving brand awareness which drove UK market share
growth in Q2.

 

Adjusted gross profit for the period was £190.4m (H1 2024: £223.4m) with a
margin of 39.7% (H1 2024: 40.8%), in line with medium-term targets. THG Beauty
margins have historically been consistent between c38% - c40%, with H1 2024
particularly strong. The gross margin movement YoY is driven by a combination
of factors, but principally own-brand sales and US retail sales participation,
with those two areas historically driving the highest margins.

 

Adjusted EBITDA for the period was £20.2m (H1 2024: £28.6m). The reduction
in EBITDA was as a result of the revenue movements set out above, alongside
the impact of the lifecycle investment ongoing during 2025/26 across our own
brand portfolio to improve formulations, range and product appeal which
accounted for the majority of the year-on-year reduction in adjusted EBITDA.
The portfolio will benefit over the medium-term following these investment
decisions.

 

THG Nutrition

 

THG Nutrition reported revenue of £303.6m (H1 2024: £300.3m), representing
growth of +1.1% YoY, +3.1% continuing CCY. This performance highlights the
progress of our offline strategy combined with a disciplined approach to
pricing supporting improved online sales.

 

The core drivers of our revenue performance were:

 

·    Offline channel expansion: our strategy to expand into offline
channels is delivering growth. H1 2025 saw major new listings across Europe
and continued momentum in Asia alongside expansion in the US.

 

·   Brand licensing and partnerships: licensing income continued to grow,
leveraging the strength of the Myprotein brand. New products were introduced,
building on the success of previous launches and enhancing brand recognition
in the offline market.

 

·    Digital growth: pleasing performance across third-party e-commerce
channels, including Amazon and TikTok Shop reflecting shifting consumer
behaviours.

 

·      ASPs: with the rebrand behind us, we have diligently managed our
pricing to reflect whey price inflation, increasing ASPs.

 

·    An improving D2C online sales performance against the prior year
which was largely pricing led offsetting a reduction in Asia participation due
to intentional strategy to prioritise margins in the region.

 

Adjusted gross profit margin was 43.4% (H1 2024: 45.9%). Adjusted EBITDA was
£12.0m (H1 2024: £19.6m), with a margin of 3.9% (H1 2024: 6.5%). This was
principally the result of two significant external headwinds:

 

·    Record whey prices: the primary driver was the substantial YoY
increase in the cost of whey, a key commodity. Global whey prices have
remained at record highs, creating a significant margin impact during the
period.

 

·     Currency fluctuations: due to movements in the Japanese Yen, which
have compounded for the last four years, the costs of undertaking business in
Japan has increased substantially. Longer-term domestic supply is the primary
solution, with short-term margin protection strategies resulting in lower
orders and active customers.

 

Central costs

 

Central costs totalling £8.2m (H1 2024: £11.0m) 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. The costs have reduced YoY reflecting the cost saving plans
implemented across the Group.

 

Geographical review of revenue

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

 

                    H1 2025  H1 2024

                    £m       £m
                             Movement
 UK                 389.8    388.0     +0.5%
 US                 141.3    179.0     -21.1%
 Europe             167.0    173.6     -3.8%
 Rest of the world  85.4     107.4     -20.5%
 Revenue            783.4    848.1

 

The UK continues to be the largest market for the Group and both businesses at
49.8% of revenue (H1 2024: 45.8%). Discontinued categories - principally the
luxury business that was sold in September 2024 - reduced UK sales by c. £15m
year-on-year. This reduction was more than offset by sales growth in both THG
Beauty and THG Nutrition with the latter delivering over 10% UK sales growth
in the first half, whilst THG Beauty delivered low single digit sales growth
with momentum improving across the period.

 

The US remains a key market for the Group, despite the recent headwinds
experienced, with around one third of the YoY revenue reduction an active
result of discontinuing categories. Own-brand beauty performance and
challenging conditions in the beauty retail market given tariff disruption
also impacted the US.

 

Europe and the rest of the world both saw YoY revenue decline driven by the
discontinuation of certain markets within Europe and Asia for THG Beauty, and
the exchange rate on the Japanese Yen (historically one of THG Nutrition's
largest markets) necessitating margin protection strategies which has
constrained orders and active customers.

 

Group financial review

 

Statutory results

 

                                                                                Six months ended 30 June 2025  Six months ended 30 June 2024 (restated)

                                                                                £m                             £m

 Continuing operations
 Revenue                                                                        783.4                          848.1
 Cost of sales                                                                  (462.2)                        (496.9)
 Gross profit                                                                   321.2                          351.1
 Distribution costs                                                             (104.0)                        (116.6)
 Administrative costs                                                           (247.3)                        (265.2)
 Operating loss                                                                 (30.0)                         (30.7)
 Finance income                                                                 2.9                            5.3
 Finance costs                                                                  (39.5)                         (31.0)
 Loss before tax                                                                (66.7)                         (56.3)
 Income tax credit/(charge)                                                     0.6                            (6.4)
 Loss for the financial period from continuing operations                       (66.1)                         (62.7)
 Discontinued operations
 Profit / (loss) for the financial period from discontinued operations, net of  142.4                          (58.6)
 tax
 Profit / (loss) for the financial period                                       76.3                           (121.2)

H1 2024 restated for the impact of THG Ingenuity being classified as a
discontinued operation.

 

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
 H1 2025
 Revenue                  783.4           -          -              -            783.4
 Cost of sales            (461.2)         (0.7)      (0.4)          -            (462.2)
 Gross profit             322.2           (0.7)      (0.4)          -            321.2
 Distribution costs       (99.2)          (0.4)      (4.4)          -            (104.0)
 Administrative costs     (199.1)         (4.2)      (41.1)         (2.9)        (247.3)
 Operating profit/(loss)  24.0            (5.3)      (45.8)         (2.9)        (30.0)

 

                                                     Amortisation

                                                     and

                                                     depreciation

                                                     £m
                          Management      Adjusted                  Share based

                          adjusted view   items                     payments

                          £m              £m                        £m
                                          Statutory

                                          £m
 H1 2024
 Revenue                  848.1           -          -              -            848.1
 Cost of sales            (486.8)         (8.9)      (1.3)          -            (496.9)
 Gross profit             361.3           (8.9)      (1.3)          -            351.1
 Distribution costs       (115.3)         (0.9)      (0.4)          -            (116.6)
 Administrative costs     (208.9)         (4.9)      (42.9)         (8.5)        (265.2)
 Operating profit/(loss)  37.1            (14.7)     (44.6)         (8.5)        (30.7)

 

Revenue

 

Group statutory continuing revenue decreased by -7.6% to £783.4m (H1
2024: £848.1m) primarily driven by the strategic decision to exit
non-profitable businesses and territories, the performance of the own-brand
portfolio and challenging conditions in the US retail market across THG
Beauty. This decline was partially offset by positive performance in other
areas, including within THG Nutrition; substantial progress from offline
channel expansion across Europe and Asia, continued growth in brand licensing
income, and an improving D2C online sales performance.

 

Gross profit

 

Adjusted gross profit was £322.2m (H1 2024: £361.3m) equating to an adjusted
margin of 41.1% (H1 2024: 42.6%), a reduction of 150bps compared to 2024.

 

This reflects a mixed performance across the two businesses. THG Nutrition
continued to be impacted by significant external headwinds, primarily
record-high whey commodity prices and adverse currency effects from the
sustained weakness of the Japanese Yen. THG Beauty delivered a performance in
line with historical trends, following a strong comparative period in H1 2024.

 

Gross profit on a statutory basis totalled £321.2m (H1 2024: £351.1m) and
40bps reduction in margin of 41.0% (H1 2024: 41.4%). Adjusted items impacting
gross profit have reduced significantly from £8.9m in the prior half to
£0.7m in H1 2025.

 

Distribution costs

 

Adjusted distribution costs of £99.2m (H1 2024: £115.3m, 90bps improvement)
reflect continual efficiencies and improved rates and mix in the half,
following the discontinuation of sales to territories further from our
distribution network (which consequently had a higher distribution cost).

 

Distribution costs on a statutory basis reduced to £104.0m (H1
2024: £116.6m), being 13.3% (H1 2024: 13.8%) of revenue. This was expected
following the subleases entered into post demerger giving rise to depreciation
and aided by lower adjusted items YoY.

 

Administration costs

 

Adjusted administrative costs as a percentage of revenue totalled 25.4% of
revenue (H1 2024: 24.6%). During the half, the Group has focused on cost
rationalisation to right-size the cost base of the business post demerger;
this resulted in reductions across administrative costs, albeit partially
offset by the national insurance and national minimum wage changes. While
administrative costs reduced on an absolute basis, driven by cost savings
which more than offset inflationary pressures, the percentage of revenue
increased YoY. The primary driver other than the inflation in national
insurance has been strategic investment in marketing costs.

 

Administrative costs on a statutory basis totalled £247.3m (H1 2024:
£265.2m), which have decreased due to the implementation of cost
rationalisation plus a reduction in adjusted items.

 

 Adjusted EBITDA and Adjusted EBITDA margin             H1 2025  H1 2024

                                                        £m       £m

 Reconciliation from operating loss to Adjusted EBITDA
 Operating loss                                         (30.0)   (30.7)
 Adjustments for:
 Amortisation                                           8.6      10.3
 Amortisation of acquired intangibles                   21.7     23.5
 Depreciation                                           15.5     10.7
 Adjusted items - cash                                  1.7      5.3
 Adjusted items - non-cash                              3.6      9.4
 Share-based payments                                   2.9      8.5
 Adjusted EBITDA                                        24.0     37.1
 Adjusted EBITDA %                                      3.1%     4.4%

 

Adjusted items

 

In order to understand the underlying performance of the Group, certain costs
included within cost of sales, distribution and administrative have been
classified as adjusted items. The adjusted items have decreased significantly
YoY totalling £5.3m (H1 2024: £14.7m).

 

The adjusted items include the loss on discontinued categories as the Group
finalised its strategic review of loss-making non-core operations, alongside
restructuring costs, irrecoverable costs associated with a legal case and
impairment of assets no longer in use. For full details on each category of
adjusted item see note 3 to the financial statements.

 

Depreciation and amortisation

 

Statutory depreciation and amortisation costs were £15.5m and £30.3m
respectively (H1 2024: £10.7m and £33.8m). Included within amortisation is
£21.7m (H1 2024: £23.5m) of amortisation on acquired intangibles (see below)
relating to historic acquisitions.

 

Depreciation has increased due to the addition to right-of-use assets
reflecting the subleases entered into following the demerger. Amortisation has
remained largely consistent. Please note this commentary is covering the
continuing basis and depreciation and amortisation costs were considerably
higher in the now demerged Ingenuity business.

 

Amortisation on acquired intangibles £21.7m (H1 2024: £23.5m)

 

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 in recent years, 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.

 

Other amortisation, outside of amortisation on acquired intangibles remained
largely consistent YoY.

 

Adjusted EBITDA and operating profit/(loss)

 

Adjusted EBITDA totals £24.0m (H1 2024: £37.1m). The reduction YoY is a
result of the above-mentioned factors notably, the portfolio lifecycle
investment in THG Beauty's own brand portfolio and the impact of continued
high whey prices and adverse currency movements from the Japanese Yen within
THG Nutrition.

 

The Group incurred an operating loss in the period of £30.0m (H1 2024:
£30.7m). This is driven by the reduction in EBITDA offset by the reduction in
adjusted items from £14.7m in H1 2024 to £5.3m in H1 2025.

 

Finance costs net of finance income

 

Finance costs net of finance income has increased to £36.7m (H1
2024: £25.7m) as a result of the refinance in H1 2025 and higher interest
rates. The inherent cost increase is partially offset by a reduction in
interest expense following the reduction in borrowings.

 

Loss before tax from continuing operations and tax rate

 

Loss before tax from continuing operations was £66.7m (H1 2024: £56.3m). The
effective tax rate is 0.9% (H1 2024: -11.3%), based on a total tax credit of
£0.6m (H1 2024: tax charge £6.4m). The effective tax rate differs from the
average statutory rate of 25%. This is primarily due to a movement in deferred
tax not recognised (-22.9%), and expenses not deductible (-0.9%). The
non-deductible expenses principally comprise of the share-based payments
charge and non-qualifying depreciation.

 

At 30 June 2025, the total net deferred tax liability is £54.0m (H1
2024: £53.4m). The deferred tax liability in respect of intangible assets
recognised on consolidation was £112.8m (H1 2024: £123.8m). The deferred
tax asset in respect of tax losses recognised was £34.2m (H1
2024: £26.8m). There were £56.0m 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 stand-alone, independent private company. THG
Ingenuity has been recognised as a discontinued operation with H1 2024 results
being restated to reflect this.

 

The profit on discontinued operations totalled £142.4m (H1 2024: loss of
£58.6m) this Includes the gain on distribution (see more detail within note
6.1 of the financial statements). The gain is calculated as the difference
between the fair value and the book value of its net assets.

 

Profit / (loss) for the financial period

Total profit for the financial period of £76.3m (H1 2024: loss of £121.2m)
culminating the results of continuing and discontinued operations as explained
previously.

 

Earnings per share

 

Earnings per share were £0.06 per share (H1 2024 loss of £(0.08) per share).
Loss per share on continuing operations was a loss of £(0.05) per share (H1
2024: loss of £(0.04) per share).

 

Cash flow statement

 

                                                              H1 2025  H1 2024 (Pre demerger 15  (#_ftn15) )

                                                              £m       £m

 Adjusted EBITDA                                              24.0     48.8
 Working capital movements                                    (59.7)   (74.4)
 Tax paid                                                     (1.2)    (1.3)
 Adjusted items                                               (3.6)    (10.5)
 Net cash generated from operating activities                 (40.5)   (37.4)
 Purchase of property, plant and equipment                    (2.5)    (16.8)
 Purchase of intangible assets                                (8.0)    (37.1)
 Interest paid net of interest received                       (16.3)   (13.0)
 Lease repayments                                             (10.4)   (22.4)
 Free cash flow                                               (77.7)   (126.7)
 Disposal of discontinued categories and non-core operations  0.7      -
 Repayments of bank borrowings                                (181.7)  (1.8)
 Proceeds from issuance of ordinary shares net of fees        21.8     -
 Proceeds from the issue of convertible loans                 67.5     -
 Payments on distribution                                     (9.8)    -
 Net decrease in cash and cash equivalents                    (179.2)  (128.5)
 Cash and cash equivalents at the beginning of the period     308.6    416.2
 Cash and cash equivalents at the end of the period           129.4    287.7

 

The H1 2025 cash flow reflects THG PLC post demerger. This includes lighter
capital expenditure with leases, capex and financing costs all in line with
guided run rates. The H1 2024 cash flow includes THG Ingenuity as this was
prior to the demerger. As such these are not like-for-like comparisons. The
free cash flow in H1 2025 has therefore improved by £49.0m, as expected
following the demerger of Ingenuity.

 

Free cash flow for the total Group was an outflow of £77.7m (Pre demerger H1
2024: outflow of £126.7m). This includes £10.5m (Pre demerger H1 2024:
£53.9m) of capital expenditure, cash adjusting item payments of £3.6m (H1
2024: £10.5m), net interest of £16.3m (Pre demerger H1 2024: £13.0m) and
lease repayments totalling £10.4m (Pre demerger H1 2024: £22.4m). The
working capital profile is in line with expectations, with the cyclical nature
of the business resulting in a working capital outflow in H1 each year, which
reverses in H2.

 

There was a decrease in cash and cash equivalents for the period of £179.2m
(Pre demerger H1 2024: £128.5m). The key driver for the decrease is the
repayment of bank borrowings totalling £181.7m following the successful
refinancing in the period. The remaining cash outflows as described above were
offset by the equity placing which completed in March 2025 raising proceeds
net of costs of £89.3m (both equity and convertible loan which will convert
to equity in H2 2025).

 

The Group ended the period with c.£279m cash and available facilities at the
end of the period. £89.0m of cash left the group with THG Ingenuity on 2
January 2025. The undrawn RCF totalled £150m.

 

There has been a reduction in the cash spend on capital expenditure and lease
payments in H1 2025 following demerger reflecting the simplified Group with
less leases and lower capital spend requirements.

 

Cash flows in respect of adjusting items largely relate to restructuring and
the unwind of accrued costs which are not expected to recur.

 

Balance sheet

 

Cash and cash equivalents and net cash before lease liabilities

 

                                                                                 30 June 2025  30 June 2024  31 December 2024 £m

                                                                                 £m            £m

 Loans and other borrowings                                                      (457.9)       (640.5)       (604.6)
 Lease liabilities                                                               (143.5)       (334.7)       (41.4)
 Cash and cash equivalents                                                       129.4         287.7         308.6
 Sub-total                                                                       (472.0)       (687.5)       (337.3)
 Adjustments:
 Retranslate debt balance at swap rate where hedged by foreign exchange          7.0           2.3           (8.3)
 derivatives
 Net debt                                                                        (464.9)       (685.3)       (345.6)
 Net debt before lease liabilities                                               (321.4)       (350.5)       (304.3)
 Proforma net debt before lease liabilities including proceeds from the sale of  (221.4)       n/a           n/a
 Claremont Ingredients

 

At 30 June 2025, the Group held £129.4m in cash and cash equivalents (H1
2024: £287.7m, FY 2024 £308.6m).

 

As part of its ongoing strategy to reduce gross debt, the Group completed a
refinancing of its debt facilities to 2029. The reduction in the Term Loan A
and Term Loan B were partially offset by fees associated with the refinancing
and a new asset-backed financing facility (net £182.6m reduction in
borrowings from 31 December 2024).

 

The decrease in net debt YoY has been driven by the reduction in borrowings
following the refinancing outlined above and the associated equity raise,
alongside a reduction 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.

 

Non-current assets

 

Property, plant and equipment totalled £60.9m (H1 2024: £263.4m, 31 December
2024: £64.9m). Intangible assets totalled £857.4m (H1 2024: £1,185.3m, 31
December 2024: £958.3m). Movements compared to H1 2024 are driven by the
demerger. Movements since 31 December 2024 are a result of the depreciation
and amortisation charge (see earlier).

 

Right-of-use-assets totalled £130.6m (H1 2024: £286.8m, 31 December 2024:
£29.3m). Movements compared to H1 2024 are driven by the demerger. The
increase compared to the year end relates primarily to the subleases entered
into as part of the demerger as set out in the shareholder circular.

 

Going concern

 

The Group remains in a strong cash position following the demerger with cash
and cash equivalents totalling £129.4m (H1 2024: £287.7m, 31 December 2024
£308.6m). This is before the proceeds from the sale of Claremont Ingredients
of £103m which has been received in early September 2025.

 

At 30 June 2025, the Group had a total of £150m in undrawn facilities.

 

Net debt before lease liabilities totalled £321.4m (H1 2024: net debt before
lease liabilities £350.5m, 31 December 2024: £304.3m).

 

In making their assessment of going concern, the Directors reviewed financial
projections until 30 September 2026 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 significantly 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.

 

Responsibility statement of the directors in respect of the condensed interim
financial statements

 

We confirm that to the best of our knowledge:

 

·     the condensed set of financial statements for the half year ended
30 June 2025 has been prepared in accordance with UK adopted IAS 34 Interim
Financial Reporting;

 

·      the interim management report includes a fair review of the
information required by:

 

o  DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the 2025 financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and

 

o  DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.

 

Matthew
Moulding
Damian Sanders

Chief Executive
Officer
Chief Financial Officer

10 September 2025
 
10 September 2025

 

 

Interim condensed consolidated statement of comprehensive income for the six
months ended 30 June 2025

 

                                                                                      30 June 2025  30 June 2024 (restated 16 )
                                                                                Note  £'000         £'000
 Continuing operations
 Revenue                                                                        2     783,425       848,069
 Cost of sales                                                                        (462,227)     (496,922)
 Gross profit                                                                         321,198       351,147
 Distribution costs                                                                   (103,962)     (116,640)
 Administrative costs                                                                 (247,285)     (265,160)
 Operating loss                                                                       (30,049)      (30,653)
 Finance income                                                                       2,892         5,344
 Finance costs                                                                        (39,546)      (30,996)
 Loss before taxation                                                                 (66,703)      (56,305)
 Income tax credit/ (charge)                                                    4     609           (6,376)
 Loss for the financial period from continuing operations                             (66,094)      (62,681)
 Discontinued operations (THG Ingenuity)
 Profit / (loss) for the financial period from discontinued operations, net of  6.1   142,365       (58,549)
 tax
 Profit / (loss) for the financial period                                             76,271        (121,230)

 Other comprehensive income/ (expense):
 Items that may be subsequently reclassified to profit or loss:
 Exchange differences on translating foreign operations, net of tax                   (42,976)      6,802
 Net loss on cash flow hedges                                                         (8,184)       (3,866)
 Total comprehensive income / (expense) for the financial period                      25,111        (118,294)
 Basic and diluted loss per share continuing operations (£)                           (0.05)        (0.04)
 Basic and diluted earnings / (loss) per share discontinued operations (£)            0.11          (0.04)
 Basic and diluted earnings / (loss) per share (£)                                    0.06          (0.08)

 Earnings before interest, taxation, depreciation, amortisation, adjusted items
 and share-based payment charges (Adjusted EBITDA)
                                                                                      30 June 2025  30 June 2024

                                                                                                    (restated16)
                                                                                Note  £'000         £'000
 Operating loss                                                                       (30,049)      (30,653)
 Adjustments for:
 Amortisation                                                                   6     8,569         10,336
 Amortisation of acquired intangibles                                           6     21,727        23,492
 Depreciation                                                                   6     15,502        10,727
 Adjusted items - cash                                                          3     1,672         5,336
 Adjusted items - non-cash                                                      3     3,677         9,351
 Share-based payments                                                           5     2,880         8,490
 Adjusted EBITDA                                                                      23,978        37,079

Interim condensed consolidated statement of financial position as at 30 June
2025

 

                                                          30 June 2025  30 June 2024 17  (#_ftn17)   31 December 2024 Audited
                                                    Note  £'000         £'000                       £'000
 Non-current assets
 Intangible assets                                  6     857,378       1,185,284                   958,322
 Property, plant and equipment                      6     60,881        263,375                     64,890
 Right-of-use assets                                6     130,628       286,786                     29,327
 Investments                                        7     -             1,400                       -
 Other non-current financial assets                 7     2,907         8,413                       4,590
 Deferred tax asset                                       -             -                           4,072
                                                          1,051,794     1,745,258                   1,061,201
 Current assets
 Assets held for sale - Claremont Ingredients       6.2   39,906        -                           -
 Assets held for distribution - THG Ingenuity       6.1   -             -                           762,369
 Inventories                                              265,056       298,909                     265,371
 Trade and other receivables                              121,266       244,830                     147,272
 Other financial assets                             7     16,869        5,318                       727
 Cash and cash equivalents                          7     129,411       287,711                     308,622
                                                          572,508       836,768                     1,484,361
 Total assets                                             1,624,302     2,582,026                   2,545,562
 Equity
 Ordinary shares                                          8,562         7,225                       8,219
 Share premium                                            2,138,575     2,024,824                   2,117,148
 Equity conversion option                                 68,535        -                           -
 Merger reserve                                           -             615                         615
 Capital redemption reserve                               523           523                         523
 Hedging reserve                                          (41,075)      (26,548)                    (36,134)
 Cost of hedging reserve                                  30,213        27,945                      33,456
 FX Reserve                                               (12,042)      22,406                      27,779
 Retained earnings                                        (1,769,168)   (1,143,800)                 (1,845,779)
                                                          424,123       913,190                     305,827
 Non-current liabilities
 Borrowings                                         7     412,205       608,087                     491,782
 Other financial liabilities                        7     39,376        28,550                      35,705
 Lease liabilities                                  7     125,602       288,661                     31,077
 Provisions                                         9     12,705        19,246                      11,911
 Deferred tax liability                                   54,026        53,405                      63,701
                                                          643,914       997,949                     634,176
 Current liabilities
 Liabilities held for sale - Claremont Ingredients  6.2   7,575         -                           -
 Liabilities held for distribution - THG Ingenuity  6.1   -             -                           589,672
 Contract liability                                       16,288        23,520                      15,650
 Trade and other payables                                 432,820       542,800                     342,527
 Borrowings                                         7     45,677        32,435                      112,785
 Current tax liability                                    2,909         3,224                       3,568
 Lease liabilities                                  7     17,902        46,067                      10,293
 Other financial liabilities                        7     25,297        17,121                      23,264
 Provisions                                         9     7,797         5,720                       6,469
 Dividend liability                                 6.1   -             -                           501,331
                                                          556,265       670,887                     1,605,559
 Total liabilities                                        1,200,179     1,668,836                   2,239,735
 Total equity and liabilities                             1,624,302     2,582,026                   2,545,562

 

Interim condensed consolidated statement of changes in equity for the six
months ended 30 June 2025

 

                                             Ordinary shares  Share premium  Merger reserve  Equity conversion option  Capital Redemption reserve  FX reserve  Hedging reserve  Cost of Hedging reserve  Retained earnings  Total equity
                                             £'000            £'000          £'000           £'000                     £'000                       £'000       £'000            £'000                    £'000              £'000
 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 period                       -                -              -               -                         -                           -           -                -                        76,271             76,271
 Other comprehensive expense:
 Impact of foreign exchange                  -                -              -               -                         -                           (42,976)    -                -                        -                  (42,976)
 Movement on hedging instruments             -                -              -               -                         -                           -           (4,941)          (3,243)                  -                  (8,184)
 Total comprehensive income for the period   -                               -               -                         -                           (42,976)    (4,941)          (3,243)                  76,271             25,111
 Issue of ordinary share capital             343              21,427         -               -                         -                           -           -                -                        -                  21,770
 Convertible loan                            -                -              -               68,535                    -                           -           -                -                        -                  68,535
 Share-based payments                        -                -              -               -                         -                           -           -                -                        2,880              2,880
 Reserves movement of demerged entities      -                -              (615)           -                         -                           3,155       -                -                        (2,540)            -
 Balance at 30 June 2025                     8,562            2,138,575      -               68,535                    523                         (12,042)    (41,075)         30,213                   (1,769,168)        424,123

 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 period                         -                -              -               -                         -                           -           -                -                        (121,230)          (121,230)
 Other comprehensive expense:                                                                -
 Impact of foreign exchange                  -                -              -               -                         -                           6,802       -                -                        -                  6,802
 Movement on hedging instruments             -                -              -               -                         -                           -           (6,528)          2,662                    -                  (3,866)
 Total comprehensive expense for the period  -                -              -               -                         -                           6,802       (6,528)          2,662                    (121,230)          (118,294)
 Issue of ordinary share capital             153              -              -               -                         -                           -           -                -                        -                  153
 Share-based payments                        -                -              -               -                         -                           -           -                -                        8,490              8,490
 Deferred tax effect in equity               -                -              -               -                         -                           -           -                -                        1,174              1,174
 Balance at 30 June 2024                     7,225            2,024,824      615             -                         523                         22,406      (26,548)         27,945                   (1,143,800)        913,190

Interim condensed consolidated statement of cash flows for the six months
ended 30 June 2025

 

                                                                         30 June 2025           30 June 2024
                                                                   Note  £'000                  £'000
 Cash flows from operating activities before adjusted cash flows
 Cash used in operations                                           8     (35,763)               (25,607)
 Income tax paid                                                         (1,194)                (1,327)
 Net cash used in operating activities before adjusted cash flows        (36,957)               (26,934)
 Cash flows relating to adjusted items                              3    (3,560)                (10,458)
 Net cash used in operating activities                                   (40,517)               (37,392)

 Cash flows from investing activities
 Proceeds from disposal of non-core operations                           720                    -
 Purchase of property, plant and equipment                               (2,476)                (16,816)
 Purchase of intangible assets                                           (8,015)                (37,121)
 Interest received                                                       2,892                  5,407
 Net cash used in investing activities                                   (6,879)                (48,530)

 Cash flows from financing activities
 Proceeds from issuance of ordinary shares net of fees                   21,770                 -
 Proceeds from the issue of convertible loan                             67,535                 -
 Interest paid                                                           (19,209)               (18,364)
 Repayment of bank borrowings and fees                                   (181,727)              (1,800)
 Repayment of lease liabilities                                          (10,354)               (22,365)
 Payments on distribution                                                (9,830)                -
 Net cash flow used in financing activities                              (131,815)              (42,529)

 Net decrease in cash and cash equivalents                               (179,211)              (128,451)
 Cash and cash equivalents at the beginning of the period                308,622 18  (#_ftn18)  416,162
 Cash and cash equivalents at the end of the period                      129,411                287,711

Notes to the interim condensed 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 premium 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,
Manchester, 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 interim condensed consolidated financial statements of the Group for the
six months ending 30 June 2025 were authorised for issue in accordance with a
resolution of the directors on 10 September 2025.

 

The annual financial statements for the year ended 31 December 2025 of the
Group will be prepared in accordance with UK adopted IFRSs.

 

b.      Basis of preparation

 

The interim condensed consolidated financial statements for the six months
ended 30 June 2025 have been prepared in accordance with UK adopted
International Accounting Standard 34 and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority. The
financial statements have been prepared on the historical cost basis, except
for derivatives which are held at fair value. The Directors consider it
appropriate to adopt the going concern basis of accounting in preparing the
financial statements of the Group.

 

The interim condensed consolidated financial statements do not include all the
information and disclosures required in the annual financial statements and
should be read in conjunction with the Group's annual consolidated financial
statements for the year ended 31 December 2024. As disclosed in note 1a, the
annual financial statements of the Group will be prepared in accordance with
UK adopted IFRSs.

 

The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual consolidated financial statements for the
year ended 31 December 2024, except for the adoption of new standards
effective as of 1 January 2025 (IFRS 9 and 9 Amendments in respect of the
classification and measurement of financial instruments and IFRS 18
Presentation and Disclosure in Financial Statements) and a new policy to
reflect the convertible loan agreement entered into by the Group on 24 March
2025.

 

The Group has not early adopted any standard, interpretation or amendment that
has been issued but is not yet effective. There were no new standards,
interpretations or amendments that became effective in the period that had a
material impact on the group.

 

Convertible loans are accounted for as a financial instrument. Where
obligations are required to be met ahead of conversion, the convertible loan
is recognised as a liability and measured at present value. Upon obligations
being met, the liability is then derecognised and classified as equity.
Management consider the conditions attached to the instrument entered into
during the period to be met in H1 2025 and as such for this instrument, the
liability classification was extinguished and recognised within equity at 30
June 2025.

 

 

Going concern

 

The Group remains in a strong cash position following the demerger with cash
and cash equivalents totalling £129.4m (H1 2024: £287.7m, 31 December 2024
£308.6m). This is before the proceeds from the sale of Claremont Ingredients
of £103m which were received in early September 2025.

 

At 30 June 2025, the Group had a total of £150m in undrawn facilities.

 

Net debt before lease liabilities totalled £321.4m (H1 2024: net debt before
lease liabilities £350.5m, 31 December 2024: £304.3m). Once the sales
proceeds from sale of Claremont Ingredients are received, net debt before
lease liabilities would proforma reduce to c.£220m.

 

In making their assessment of going concern, the Directors reviewed financial
projections until 30 September 2026.

 

Severe but plausible downside scenarios were modelled including the impacts of
a combination of the principal risks occurring including reducing sales for
the two key businesses to levels significantly 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.

 

For these reasons, the Directors continue to adopt the going concern basis in
preparing these condensed interim financial statements.

 

c.      Critical accounting judgements and key sources of estimation
uncertainty

 

In the application of the Group's accounting policies, management is required
to make judgements (other than those involving estimations) that have a
significant impact on the amounts recognised and to make estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. In preparing these interim
financial statements, the significant judgements made by management in
applying the Group's accounting policies and key sources of estimation
uncertainty were the same as those applied to the Group's annual consolidated
financial statements for the year ended 31 December 2024.

 

2.       Segmental reporting and revenue

 

The Group's activities were divided into the following segments: THG Beauty
and THG Nutrition. Following the demerger of THG Ingenuity on 2 January 2025,
the THG Ingenuity segment has been recognised as a discontinued operation in
line with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
Refer to note 6.1 for further detail. The prior year segmental analysis has
been re-presented to provide a like-for-like comparison.

 

The results of each business is reported to the Board of Directors and are
treated as reportable operating segments. The following table describes the
main activities for each reportable operating segment:

 

 Segment        Activities
 THG Beauty     Retailer of prestige beauty brands through online retail websites with digital
                leadership in key markets: the UK and the US.
 THG Nutrition  Retailer of sports nutrition supplements and health and wellness products, led
                by the world's largest online sports nutrition brand, Myprotein.

 

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 businesses as they principally relate to the
operations of the PLC holding company.

 

The Chief Operating Decision Maker (CODM) is the executive Board of directors,
who make the 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 loss adjusted for interest, tax,
depreciation, amortisation, shared-based payments and adjusted items. This is
reconciled to the nearest IFRS measure (loss before tax) in the below table.

 

                                                                   H1 2025

 H1 2025                THG Beauty   THG Nutrition   Central PLC   Continuing operations

                        £'000        £'000           £'000         £'000
 Revenue                479,852      303,573         -             783,425
 Adjusted gross profit  190,447      131,804         -             322,251
 Margin %               39.7%        43.4%           -             41.1%
 Adjusted EBITDA        20,221       11,968          (8,211)       23,978
 Margin %               4.2%         3.9%            -             3.1%
 Depreciation                                                      (15,502)
 Amortisation                                                      (30,296)
 Share-based payments                                              (2,880)
 Adjusted items                                                    (5,349)
 Operating loss                                                    (30,049)
 Finance income                                                    2,892
 Finance costs                                                     (39,546)
 Loss before taxation                                              (66,703)

 

                                                                   H1 2024

 H1 2024 19             THG Beauty   THG Nutrition   Central PLC   Continuing operations (restated16)

                        £'000        £'000           £'000         £'000
 Revenue                547,720      300,349         -             848,069
 Adjusted gross profit  223,382      138,009         -             361,391
 Margin %               40.8%        45.9%           -             42.6%
 Adjusted EBITDA        28,552       19,560          (11,033)      37,079
 Margin %               5.2%         6.5%            -             4.4%
 Depreciation                                                      (10,727)
 Amortisation                                                      (33,828)
 Share-based payments                                              (8,490)
 Adjusted items                                                    (14,687)
 Operating loss                                                    (30,653)
 Finance income                                                    5,344
 Finance costs                                                     (30,996)
 Loss before taxation                                              (56,305)

 

Below is an analysis of revenue by region (by destination):

 

                    Six months ended 30 June 2025  Six months ended 30 June

                                                   2024 (restated16)
                    £'000                          £'000
 UK                 389,779                        388,018
 USA                141,270                        179,014
 Europe             167,004                        173,646
 Rest of the world  85,372                         107,391
                    783,425                        848,069

 

3.    Adjusted items

 

                                                                                 Six months ended 30 June 2025  Six months ended

                                                                                                                30 June 2024 (restated16)
                                                                                 £'000                          £'000
 Within Cost of sales                                                            666                            8,896

 Loss on disposal of discontinued and the exit of loss making categories
                                                                                 666                            8,896
 Within Distribution costs
 Transportation, delivery and fulfilment costs                                   418                            884
                                                                                 418                            884
 Within Administrative costs
 Irrecoverable costs including associated legal fees                             1,973                          -
 Restructuring costs                                                             836                            1,607
 Impairment of assets - THG Experience                                           653                            -
 Loss on property portfolio restructure                                          803                            345
 Acquisitions - restructuring and integration                                    -                              2,535
 Loss on disposal of (or exit from) discontinued and loss making categories      -                              385
 Other costs following the outcome of strategic review                           -                              35
                                                                                 4,265                          4,907
 Total adjusted items before tax                                                 5,349                          14,687
 Tax impact                                                                      (1,018)                        (1,066)
 Total adjusted items                                                            4,331                          13,621
 Cash adjusting items before tax                                                 1,672 20  (#_ftn20)            5,336

 

Loss on disposal of discontinued and the exiting of 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, two non-core brands and product offerings across THG Beauty were
disposed of which generated sales proceeds of c.£0.7m. This has resulted in
an inventory provision adjustment within cost of sales to reflect the
consideration value. These costs are deemed to be one-off losses to enable and
complete the exit of loss-making areas of the business.

 

The comparative position reflects adjustments of the same nature following the
sale of THG Luxury on 11 September 2024.

 

Transportation, delivery and fulfilment costs

 

The conflict in Israel has resulted in pressures across the international
network and travel routes, with increased costs being experienced as the war
continues, which are not fully passed on to customers. The Group continues to
insulate the customer from the full impact of these rising costs, with the
residual expense therefore being over and above those incurred through the
normal course of business.

 

Irrecoverable costs including associated legal fees

 

The Group has incurred an irrecoverable debt from a customer that entered
liquidation. Despite proactively pursuing recovery through all available
channels, including our trade credit insurance and subsequent legal action,
the unique technical circumstances of the customer's restructuring ultimately
rendered the debt irrecoverable. Given the unusual and non-recurring nature of
this event, the associated costs have been presented as adjusted items. This
is not expected to recur.

 

Restructuring costs

 

The Group continues to explore and implement corporate restructuring and
evolve its internal operations where sustainable alternatives are identified.
The costs incurred are attributable to employee-related severance as part of
specific operational restructuring projects as efficiencies are implemented
across the business. These projects, and the costs attached, are expected to
be completed within a 12‑month period.

 

Impairment of assets - THG Experience

 

An additional one-off impairment charge of £0.7m was recognised during the
period for the THG Experience assets remaining within continuing operations
that were previously impaired in 2024, following a further review of its
carrying value.

 

Loss on property portfolio restructure

 

Consistent with the prior year, the Group continues to incur unavoidable costs
relating to leased properties that were vacated following a Group review of
properties held within its portfolio that are no longer in use. The costs
relating to these sites are incurred over the remaining life of the lease and
will continue to be classified as adjusted items.

 

4.       Income tax

 

The Group calculates the period income tax expense using the tax rate that
would be applicable to the expected total annual earnings. The major
components of income tax expense in the interim condensed consolidated
statement of comprehensive income are:

 

                                                    Six months ended  Six months ended

                                                     30 June 2025     30 June 2024 (restated16)
                                                    £'000             £'000
 Current tax
 Tax charge for the period                          1,245             2,787
 Deferred tax
 Origination and reversal of temporary differences  (1,854)           3,589
 Total income tax (credit) / charge                 (609)             6,376

 

5.    Share-based payments

 

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.

 

No new plans were issued during the period. Refer to the 2024 Group Annual
Report and Accounts for more information regarding previous issued plans.

                                                                       Six months ended  Six months ended

                                                                        30 June           30 June

                                                                        2025             2024
                                                                       £'000             £'000
 Expense arising from equity-settled share-based payment transactions  2,880             8,490

 

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

 

                            2025
                            Number of

                            shares
 As at 1 January            88,454,894
 Granted during the year    -
 Exercised during the year  (15,921,458)
 Forfeited during the year  (1,564,692)
 As at 30 June              70,968,744

 

6.       Non-current assets

 

                                   Intangible assets  Property, plant and equipment  Right-of-use asset

                                   £'000              £'000                           £'000
 1 January 2025                    958,322            64,890                         29,327
 Additions                         8,015              2,330                          112,607
 Impairment                        -                  -                              (918)
 Depreciation / Amortisation       (30,296)           (5,870)                        (9,632)
 Currency translation differences  (42,572)           9                              (756)
 Transfer to assets held for sale  (36,091)           (478)                          -
 30 June 2025                      857,378            60,881                         130,628

 

                                                       Intangible assets  Property, plant and equipment  Right-of-use asset

                                                       £'000              £'000                           £'000
 1 January 2024                                        1,207,383          273,171                        303,635
 Additions                                             36,227             17,545                         3,747
 Disposals                                             -                  (276)                          -
 Non-cash loss on disposal of discontinued categories  (1,232)            (80)                           (193)
 Depreciation / Amortisation                           (57,084)           (28,288)                       (18,953)
 Currency translation differences                      126                (944)                          (514)
 Reversal of previous impairment                       1,175              -                              -
 Transfers                                             (1,311)            2,247                          (936)
 30 June 2024                                          1,185,284          263,375                        286,786

 

The additions to the right-of-use asset relate primarily to the subleases
entered into as part of the demerger as set out in the shareholder circular.

 

IAS 36 states that an entity is required to assess at each reporting date
whether there are any indications of impairment, with an impairment test
itself being carried out if there are such indications. In assessing whether
there are impairment triggers at the reporting date, management has taken into
account economic performance including macroeconomic factors that have
impacted the markets in which the Group operates. As there has been a decline
in revenue and EBITDA in H1 2025, management has undertaken an impairment
review for both THG Nutrition and THG Beauty.

 

Key assumptions

Forecasts are based on assumptions from the Board-approved budget with
projections covering a five-year period. The key assumptions within the cash
flow forecasts are the future revenue growth and EBITDA margin. The
projections are based on the best estimate of future cash flows, taking into
account externally available expectations. The discount rate and long-term
growth rate are consistent with those applied in the impairment review
performed at 31 December 2024, and as disclosed in note 11 of the Group's
annual accounts.

 

Sensitivities

Management has performed sensitivity analysis across revenue growth rates,
EBITDA margin, terminal growth rate and discount rates.

 

No impairment has been recognised in respect of THG Nutrition or THG Beauty.

 

For THG Nutrition no reasonable plausible change either in isolation or in
combination would result in an impairment.

 

THG Beauty has historically acquired several businesses and therefore has a
higher intangible asset position as a result of the recognition of brands,
intellectual property and goodwill under IFRS 3: Business Combinations. On
performing sensitivity analysis on the key assumptions, the model is not
sensitive to reasonably possible changes in assumptions in isolation, however,
management consider that a combination of sensitivities would eliminate
headroom. This does not reflect the potential mitigations including cost
reduction and margin enhancement.

 

6.1      Discontinued operations

 

On 2 January 2025, the Group successfully completed the previously announced
demerger of THG Ingenuity into a stand-alone, independent private company. The
demerger was first announced on 17 September 2024 and received shareholder
approval on 27 December 2024. Accordingly, at 31 December 2024, THG Ingenuity
was classified as a disposal group held for distribution and accounted for as
a discontinued operation in accordance with IFRS 5: Non-current assets held
for sale and discontinued operations.

 

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 condensed consolidated
income statement is the pre-tax gain on distribution (see more detail within
note 12.2 of the Annual Report and Accounts 2024). The gain is calculated as
the difference between the fair value of THG Ingenuity and the book value of
its net assets. The total of £142.3m also includes final adjustments to the
net asset book value as part of the completion accounts process in accordance
with the demerger agreement executed in early H1 2025. The final settlement
resulting from the completion accounts process was approved and settled in
early H2 2025.

 

6.2       Assets and liabilities held for sale

On 6 August 2025, the Group announced that it has agreed to divest Claremont
Ingredients from THG Nutrition (see further information in note 11). In
accordance with IFRS 5: Non-current assets held for sale and discontinued
operations, the relevant assets and liabilities were classified as held for
sale on the Group statement of financial position at 30 June 2025. Claremont
Ingredients do not represent a major line of business for the Group and
therefore the criteria to disclose as a discontinued operation has not been
met. Immediately before the classification as an asset for sale, the
recoverable value was estimated and the Group concluded that no impairment was
required and therefore the assets and liabilities continue to be recognised at
book value. The expected profit on disposal will be c.£71m.

 

7.       Financial assets and liabilities

 

                                                                                 30 June 2025  30 June 2024       31 December

                                                                                                                  2024
                                                                                 £'000               £'000             £'000
 Assets as per balance sheet - financial assets
 Trade and other receivables excluding non-financial assets                      76,177        138,674            70,770
 Cash and cash equivalents                                                       129,411       287,711            308,622
 Investments                                                                     -             1,400              -
 Assets as per balance sheet - held at fair value through OCI
 Derivative financial instruments designated as hedging instruments              19,776        13,431             5,317
 Derivative financial instruments held at fair value through profit and loss     -             300                      -
                                                                                 225,364       441,516                       384,709
 Liabilities as per balance sheet - other financial liabilities at amortised
 cost
 Bank borrowings                                                                 457,882       640,522            604,567
 Lease liabilities                                                               143,504       334,728            41,370
 Trade and other payables excluding non-financial liabilities                    411,289       496,920            315,042
 Dividend liability                                                              -             -                  501,331
 Derivative financial instruments designated as hedging instruments              64,673        45,671             58,969
                                                                                 1,077,348     1,517,841                   1,521,279
 Derivative financial instruments designated as hedging instruments
 FX forwards hedging foreign exchange risk on borrowings                         (38,363)         (40,351)                (53,020)
 Interest rate swaps                                                             (7,059)        5,255             (1,303)
 FX forwards hedging foreign exchange risk on highly probable future cash flows  525           2,855                              669
                                                                                 (44,897)      (32,241)                     (53,654)

 

-       Financial instruments included within current assets and
liabilities, excluding borrowings, are generally short-term in nature and
accordingly their fair values approximate to their book values. Bank
borrowings are initially recorded at fair value net of direct issue costs.

 

The derivative financial instruments designated as hedging instruments have
been recognised at fair value through Other Comprehensive Income. Hedging
instruments are valued based on significant observable inputs and have been
classified at Level 2 hierarchy level in line with IFRS 13: Fair Value
Measurement.

 

-       On 4 April 2025, the Group announced the completion of its debt
refinancing to 2029 as part of a plan to de-lever as a simplified group. At 30
June 2025 the Term Loan B totals €445m maturing in December 2029. Term Loan
A totals £35m which matures in Q4 2025.

 

Net debt consists of loans and lease liabilities, less cash and cash
equivalents. For the purposes of the Group's net debt calculation, loans that
are denominated in foreign currency are translated at the effective hedged
rate where applicable. A reconciliation to the most directly comparable IFRS
measure is included below:

 

                                                                         30 June 2025  30 June 2024  31 December 2024
                                                                         £'000         £'000         £'000

 Loans and other borrowings                                              (457,882)     (640,522)             (604,567)
 Lease liabilities                                                       (143,504)     (334,728)     (41,370)
 Cash and cash equivalents                                               129,411       287,711       308,622
 Sub-total                                                               (471,975)     (687,539)     (337,315)
 Adjustments:
 Retranslate debt balance at swap rate where hedged by FX derivatives    7,038         2,265         (8,306)
 Net debt                                                                (464,937)     (685,274)     (345,621)
 Net debt before lease liabilities                                       (321,433)     (350,546)                 (304,251)

 

8.    Cash flow generated from operations

 

                                                                                  Six months ended  Six months ended

                                                                                  30 June           30 June

                                                                                  2025              2024
                                                                            Note  £'000             £'000
 Loss before taxation from continuing operations                                  (66,703)          (56,305)
 Profit / (loss) before taxation from discontinued operations                     142,365           (61,793)
 Profit / (loss) before taxation                                                  75,662            (118,098)
 Adjustments for:
 Depreciation                                                               6     15,502            47,241
 Amortisation                                                               6     8,569             32,758
 Amortisation - acquired intangibles                                        6     21,727            24,326
 Share-based payment                                                        5     2,880             8,490
 Adjusted items                                                             3     5,349             20,374
 Gain on demerger                                                           6.1   (142,365)         -
 Net finance costs                                                                36,654            33,682
 Operating cash flow before adjusted items and before movements in working        23,978            48,773
 capital and provisions
 (Increase) / Decrease in inventories                                             (2,611)           (10,464)
 (Increase) / Decrease in trade and other receivables                             19,301            27,922
 Increase / (Decrease) in trade and other payables                                (74,797)          (90,126)
 Decrease in provisions                                                           (1,614)           (1,697)
 Foreign exchange loss                                                            (20)              (15)
 Cash used in operations before adjusted items                                    (35,763)          (25,607)

 

9.       Provisions

 

                        Dilapidations  Other        Total
                        £'000          £'000        £'000
 At 1 January 2025      12,077         6,303        18,380
 Utilisation            (120)          (1,365)      (1,485)
 Interest               227            -            227
 Created                3,780          -            3,780
 Released               (111)          -            (111)
 FX on translation      (289)          -            (289)
 At 30 June 2025        15,564         4,938        20,502
 Current                4,595          3,202        7,797
 Non-current            10,969         1,736        12,705

 

Dilapidations provisions relate to leased properties. Dilapidations provisions
are made based on the best estimate of the likely committed cash outflow and
discounted to net present value. Future costs are expected to be incurred over
the term of the existing lease arrangements at the reporting date, which is a
period of up to 20 years.

 

Other provisions relate to onerous contracts and unavoidable costs on vacated
properties and a sponsorship agreement which has not delivered the expected
commercial returns.

 

10.     Related Party Transactions

 

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

 

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

 

                                                  30 June 2025  30 June 2024

                                                  £'000         £'000
 Right-of-use asset                               28,703        149,784
 Lease liability                                  26,099        170,456
 Depreciation arising on right-of-use assets      2,639         4,712
 Expense recognised in financing costs            694           3,488

 

The table below gives further detail around the leases in place for continuing
operations H1 2025 (H1 2024: includes rent incurred by THG Ingenuity prior to
the demerger):

 Number of properties (H1 2025)  Number of properties (H1 2024)  Residual lease term  H1 2025 rent (£'000)   H1 2024 rent (£'000)
 8                               9                               0-5 years            390                    481
 9                               0                               5-10 years           999                    -
 0                               12                              10-15 years          -                      1,643
 1                               7                               15-25 years          369                    4,961
 18                              28                                                   1,758                  7,085

 

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

 

                              Amount owed to related parties
                              £'000
 Aghoco 1422 Ltd              68
 Allenby Square Ltd           51
 THG Gadbrook PropCo Ltd      275
 THG GJS PropCo Ltd           221
                              615

 

On 24 March 2025, as part of the equity contribution surrounding the
refinancing, the Group entered into a convertible loan agreement with FIC
Shareco, a company also wholly owned by the Group's CEO. Following the
conditions of conversion being met in H1 2025, the loan has been recognised
within the condensed consolidated statement of changes in equity as the equity
conversion option totalling £68.5m. The conditions for conversion were
considered to be met following shareholder approval in advance of the period
end.

 

This instrument will be extinguished in full by a conversion to Ordinary
Shares on or after 4 December 2025.

 

Following the demerger on 2 January 2025, THG Ingenuity is no longer part of
the THG PLC Group. THG Ingenuity is a key third party supplier to THG PLC,
however management have concluded that under IAS 24: Related Party
Disclosures, Ingenuity is not considered a related party.

 

11.     Events after the reporting period

 

On 6 August 2025, the Group announced that it has agreed to sell Claremont
Ingredients to the Nactarome Group for cash proceeds of c.£103m. This
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. The disposal has not led to any adjustments to the net assets
at 30 June 2025. The expected profit on disposal will be c.£71m.

 

Principal risks and uncertainties

 

The Board considers that the principal risks and uncertainties which could
impact the Group over the remaining six months of the financial year to 31
December 2025 to be unchanged from those set out in the Annual Report and
Accounts for the year to 31 December 2024.

 

The applicable risks are summarised as follows:

·      Cyber security and data privacy;

·      THG Ingenuity reliance;

·      Culture;

·      Talent;

·      Customer needs;

·      Infrastructure, supply chain and critical partners;

·      Climate change, environmental and social responsibility;

·      Health and safety;

·      Legal and regulatory compliance;

·      Product safety and quality;

·      Geopolitical and economic uncertainty; and

·      Liquidity and funding.

 

These are set out in detail from page 75 in the Group's Annual Report and
Accounts for the year to 31 December 2024, a copy of which is available on the
Group's website, www.thg.com.

 

INDEPENDENT REVIEW REPORT TO THG PLC

 

Conclusion

 

We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprises the interim condensed consolidated statement of
comprehensive income, interim condensed consolidated statement of financial
position, interim condensed consolidated statement of changes in equity and
interim condensed consolidated statement of cashflows and the related
explanatory notes. We have read the other information contained in the half
yearly financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the
condensed set of financial statements.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

 

We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.

 

As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".

 

Conclusions Relating to Going Concern

 

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.

 

Responsibilities of the directors

 

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.

 

Auditor's Responsibilities for the review of the financial information

 

In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.

 

Use of our report

 

This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
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have formed.

 

Ernst & Young LLP

London

10 September 2025

 

 

 1  YoY defined as year-on-year.

 2  Gross profit margin and gross profit adjusted for depreciation,
amortisation and adjusted items (see CFO Report for reconciliation).

 3  Continuing excludes discontinued categories.

 4  CCY defined as constant currency basis.

 5  The non-GAAP measure which is defined as earnings before interest, taxes,
depreciation, amortisation, share-based payment and adjusting items (see CFO
Report for reconciliation).

 6  Net debt excluding lease liabilities.

 7  Market share gains source: Circana THG Total Market Share 30.03.2025 to
28.06.2025 vs 29.12.2024 to 29.03.2025.

 8  YouGov Brand Tracking April - June'25 and compares against January -
March'25.

 9  Euromonitor International Limited; Consumer Health 2025 edition, retail
value sales (RSP), all retail channels, 2024 data..

 10  H1 2024 cash flow includes THG Ingenuity.

 11  As previously announced, Group adjusted EBITDA for FY 2025 and FY 2026 is
anticipated to be reduced by c.£5m and c.£10m respectively following the
disposal of Claremont Ingredients.

 12  Last twelve months.

 13  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.

 14  H1 2024 has been restated to reflect the demerger of THG Ingenuity and
the removal of the discontinued categories. See more information and a
reconciliation within the financial statements. No other adjustments have been
made.

 15  The H1 2024 cash flow includes THG Ingenuity.

 16  Restated for discontinued operations, refer to note 6.1 for further
detail.

 17  As at 30 June 2024, THG Ingenuity did not meet the criteria to be
classified as held for distribution and therefore all amounts presented
include THG Ingenuity. The criteria were met by 31 December 2024 and THG
Ingenuity assets and liabilities were reclassified and presented as assets and
liabilities held for distribution. The demerger completed on 2 January 2025
and as at 30 June 2025 assets and liabilities held for distribution are £nil.

 18  At 31 December 2024, the Group held £397.6m in cash and cash equivalents
split between cash of £308.6m within continuing operations and £89.0m
included within discontinued operations relating to THG Ingenuity. The £89.0m
left the Group as part of THG Ingenuity on demerger on 2 January 2025.

 19  The segmental result for H1 2024 has been restated within the above table
to provide a like-for-like comparison for the H1 2025. Restatements have been
made to reflect the removal of discontinued categories as a separate segment
and also the impact of THG Experience, previously reported with THG Beauty
segment, which, in part, left the Group on demerger with THG Ingenuity. The
combined result of these adjustments is that for H1 2024, segmental adjusted
EBITDA has been restated as follows: THG Beauty by £(4.1)m, THG Nutrition by
£(0.1)m and Central PLC by £(0.1)m with discontinued operations reflecting
the balance.

 20  This differs to the Cash flows relating to adjusted items within the cash
flow statement which also includes accruals unwinding from previous periods.

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.   END  IR VBLFFEKLLBBQ

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