REG - Tooru PLC - Unaudited Interims for six months to 30 June 2025
30/09/2025 07:00
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RNS Number : 3028B Tooru PLC 30 September 2025
30 September 2025
Tooru plc
("Tooru" or the "Goup")
Interim unaudited results for the six months ended 30 June 2025
Tooru plc is pleased to announce its unaudited interim results for the six
months to 30 June 2025.
Highlights
· Completion of the acquisition of Juvela, Pulsin, Market Rocket and We
Love Purely (the "Operating Businesses") from S-Ventures plc to become an
operating business in the wellness sector
· Re-listing of the Group on the AIM market and adoption of a new name,
Tooru plc
· Reduction in debt of the combined group through debt conversion and
repayment
· New funds of £500,000 raised from new and existing investors
· Launch of an exciting new brand in the "free from" retail sector
Financial summary
Six months ended Six months ended Year to
30 June 2025((1)) 30 June 2024 31 December 2024
£000 £000 £000
Net revenue 1,008 - -
Investment income - (313) (525)
Adjusted EBITDA 32((2)) (573) (1,046)
Profit/(loss) from continuing operations (1,132) (573) (1,046)
Cash 1,030 2,901 2,352
Notes:
(1) For 2025, these figures are for Tooru plc which include a one-month
contribution from the newly acquired businesses. The prior periods are based
on the published figures for Riverfort Global Opportunities plc.
(2) Adjusted EBITDA is calculated before deducting the costs incurred in
connection with the RTO process incurred in 2025
Chairman's Statement
I am pleased to report our interim results for the six months to 30 June 2025
which is the first period post the acquisition of the Operating Businesses
from S-Ventures plc. The transaction with Tooru completed at the end of May
2025 and so the results for this period only include one month's trading of
the Group in its new form. Therefore, in the CEO's Report below, the full
six months unaudited results for the Operating Businesses that were acquired
have been summarised in order to give shareholders a better understanding of
how our new businesses have been trading and have progressed over this period.
In general, these businesses have continued to make good progress, with Juvela
having developed and launched a number of new products and Pulsin having
reduced losses and become EBITDA positive. In particular, Juvela has
successfully launched its new retail brand and, with improved access to
capital, Pulsin is now better able to capitalise on its established market
presence leading to an improvement in financial performance.
We are positive both about the outlook for our new businesses and the sector
in which they operate and, going forward, we believe that there will be a
number of exciting opportunities to add to our established portfolio.
Nicholas Lee
Non-Executive Chairman
CEO's Report
I am pleased to report on the performance of the Group for the six months to
30 June 2025. Post the recent acquisition of the Operating Businesses from S
Ventures plc, I believe that it is helpful to set out clearly that Tooru now
comprises the following operating businesses:
Juvela (established circa 25 years ago) operates a gluten free bakery
business with a factory in South Wales and is strong in the pharmacy
sector where it is the clear market leader. It has also recently launched a
range of new innovative "free from" products which are now already listed
with Tesco and with further listings with other major UK supermarket chains
expected in the near term under a new modern retail focused brand.
Pulsin protein and fibre nutritional products and We Love Purely currently
operate in the healthy snacking market with a number of sweet and savoury
products designed to give consumers healthy alternative options to mainstream
snacks such as crisps and confectionery. Pulsin has a 20-year history and
was one of the first wellness bars in the market. It is currently one of the
leading brands of protein bars being sold through Holland and Barrett.
Market Rocket is a trusted digital partner agency for globally recognised Fortune 500 and market
disrupting brands alike. Customers include JCB, Calvin Klein and Tommy Hilfiger.
Market Rocket also provides its services to other members of the group. Market
Rocket is a member of Amazon's trusted Service Provider Network and is
certified as an accredited partner with Meta and Google. We plan to grow this
business in the enterprise space supporting small and up and coming brands.
As mentioned in the Chairman's Statement above, the reported results for Tooru
plc only include one month's trading of the newly acquired businesses. In
order to properly understand how these businesses have been trading over the
last six months since their performance was last reported on by their previous
owner, S Ventures plc, we have set out below their underlying performance over
this period.
Trading performance of the newly acquired Operating Businesses
Six months ended 30 June 2025 Six months ended 30 Year ended
June 2024 31 December 2024
£'000 £'000 £'000
Pulsin, We Love Purely 1,558 1,980 3,661
Juvela 3,715 3,797 7,670
Market Rocket 961 1,423 2,589
Total net sales 6,234 7,200 13,920
Pulsin, We Love Purely 44 (297) (333)
Juvela 750 423 1965
Market Rocket (11) 29 (6)
Total EBITDA 783 155 1,626
We have achieved a positive EBITDA of £0.78 million for this period on £6.2
million of sales. This is a significant improvement on the performance for
the comparable 6-month period in 2024.
Juvela has made good progress, launching new retail products, with significant
new capital being invested and additional operating costs being incurred to
build a "free-from" production line to accommodate this expansion. This has
impacted EBITDA when compared to the full year 2024 results on a pro rata
basis but this is an important investment for the future development of the
business. Juvela's new retail brand, OAF, was successfully launched in Tesco
in June 2025 and Tesco is already keen to increase the number of products
listed, although the positive impact of this is yet to be reflected in the
reported figures. Furthermore, we are progressing discussions with other major
food retailers to list our new brand. OAF has also won a number of awards for
taste and quality.
Market Rocket continues to expand with a number of new clients and it has been
performing well even during its typically weaker months. Its Amazon agency
division has been growing strongly and its strategic use of AI for business
development has been generating a number of new opportunities.
Pulsin and We Love Purely have been restructured and now have a
much-strengthened team and better managed cost base. This has already led to
a significant turnaround in the financial performance of these businesses. We
are also currently in the process of relocating these operations from
Gloucester to Wales to be co-located with the Juvela which is expected to lead
to significant additional cost savings.
From a market standpoint, Pulsin is now one of the best-selling snack bars in
Holland and Barrett. Also, with additional capital being made available from
within the new Tooru group, this business is now better able to build stock to
fulfil the sales demand that exists for their products.
Outlook
We are very excited about the future potential of our existing businesses
given the recent progress that we have made and the scope that we see to
develop them further. In addition, we are seeing a number of exciting
opportunities that we can add to our existing portfolio in order to create
additional value for our shareholders.
Scott Livingston
Chief Executive Officer
Enquiries
Tooru
plc
Tel +44 (0)20 3475 0230
Scott Livingston, Chief Executive
Officer
Nicholas Lee, Non-Executive Chairman
Nominated
Adviser
Beaumont
Cornish
Tel +44 (0)20 7628 3396
Roland Cornish/Asia Szusciak/Felicity Geidt
Joint Broker
Fortified
Securities
Tel +44 (0)20 3411 7773
Guy Wheatley/Mark Wheeler
Joint Broker
Shard Capital Partners
LLP
Tel +44 (0)20 7186 9950
Damon Heath/Eril Woolgar
Joint Broker
Peterhouse Capital
Limited
Tel +44 (0)20 7469 0935
Duncan Vasey/Lucy William
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Unaudited consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Six months ended 30 June 2025 Six months ended 30 Year ended
June 2024 31 December 2024
£'000 £'000 £'000
Unaudited Unaudited Audited
Gross Revenue 1,085 - -
Less Trade discounts and Listing costs (77) - -
Net Sales Revenues 1,008 - -
Cost of Sales (508) - -
Gross profit 500 - -
Other operating income 118 75 203
Loss (Gain) on disposal - (382) (723)
Administrative expenses (586) (267) (526)
(468) (573) (1,046)
EBITDA 32 (573) (1,046)
Depreciation and amortisation (558) - -
Finance costs (58) - -
Finance income 3 - -
RTO costs (552) - -
(1,165) - -
Loss before taxation (1,132) (573) (1,046)
Income tax - - -
Total comprehensive profit (loss) (1,132) (573) (1,046)
Attributable to:
Owners of the parent (1,132) (573) (1,046)
Non-controlling interests - - -
(1,132) (573) (1,046)
Unaudited consolidated Statement of Financial Position
As at 30 June 2025
Six months ended 30 June 2025 Six months ended 30 Year ended
June 2024 31 December 2024
£'000 £'000 £'000
Unaudited Unaudited Audited
ASSETS
Non-current
Goodwill 5,707 - -
Owned:
- Intangible assets 6,095 - -
- Property, Plant & Equipment 1,628 - -
Right of Use: -
- Property, Plant & Equipment 1,258 - -
Investments 721 1,910 1,872
Total non-current assets 15,410 1,910 1,872
Current assets
Inventories 1,131 - -
Trade and other receivables 3,074 66 194
Cash and cash equivalents 1,030 2,901 2,352
Total current assets 5,235 2,967 2,546
TOTAL ASSETS 20,645 4,877 4,418
EQUITY
SHAREHOLDERS' Equity
Called Up Share capital 168 78 78
Share premium 7,908 1,568 1,568
Share based payment reserve 221 201 201
Retained earnings 1,220 2,825 2,352
9,517 4,672 4,199
Non controlling interests - - -
TOTAL EQUITY 9,517 4,672 4,199
Unaudited consolidated Statement of Financial Position - continued
As at 30 June 2025
Six months ended 30 June 2025 Six months ended 30 Year ended
June 2024 31 December 2024
Unaudited Unaudited Audited
LIABILITIES
Current Liabilities
Trade and other payables 6,160 205 219
Financial Liabilities: - Borrowings
-Interest bearing loans and borrowings 594 - -
Lease liability 141 - -
6,895 205 219
Non-current Liabilities
Trade and other payables 59 - -
Loans falling due after more than one year 4,174 - -
4,233 - -
TOTAL LIABILITIES 11,128 - -
NET EQUITY AND LIABILITIES 20,645 4,877 4,418
Unaudited consolidated cash flow statement
For the six months ended 30 June 2025
Six months ended 30 June 2025 Six months ended 30 Year ended
June 2024 31 December 2024
Unaudited Unaudited Audited
Cash flow from operating activities
Loss for the period (1,132) (573) (1,046)
Depreciation and Amortisation 558
Finance costs 58 - -
Finance income (3) - -
Exceptional costs (233) - -
Profit on disposal of trading investments - (158) -
Fair value loss on trading investments - 540 721
Foreign exchange losses on other financial instruments - 7 7
Changes in Working Capital
Decrease/(Increase) in inventory 1,131 - -
Net increase/decrease in related party 2,196 - -
Decrease/(Increase) in trade and other receivables 2,880 664 535
(Decrease)/Increase in trade and other payables (5,941) (697) (683)
Net cash flow from operating activities (486) (218) (466)
Cash flow from investing activities
Cash acquired on acquisition 255 - -
Repayment of 3(rd) party loans (1,140) - -
Acquisition related payments (441) - -
Purchase of investments - (1,000) (1,302)
Disposal of investments - 914 914
Net cash flow from investing activities (1,326) (86) (388)
Cash flow from financing activities
Net proceeds from issue of shares 490 - -
Debt instrument repayments - 2,150 2,150
Net cash flow from financing activities 490 2,150 2,150
Net increase/(decrease) in cash and cash equivalents (1,322) 1,846 1,296
Cash and cash equivalents at start of period 2,352 1,062 1,062
Effect of foreign currency exchange on cash - (7) (7)
Cash and cash equivalents at end of period 1,030 2,901 2,352
Notes to the condensed unaudited consolidated financial statements
For the six months ended 30 June 2025
1. General information
The consolidated financial statements for the six months ended 30 June 2025
are unaudited and were authorised for issue in accordance with a resolution of
the Board of Directors.
2. Basis of preparation
The financial information set out in this interim report does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006. The
group's statutory financial statements for the period ended 31 December 2024,
prepared under International Financial Reporting Standards (IFRS), have been
filed with the Registrar of Companies. The auditor's report on those financial
statements was unqualified and did not contain a statement under section 498
(2) or (3) of the Companies Act 2006.
The interim financial information has been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) and on the same basis and using the same accounting policies
as used in the financial statements for the year ended 31 December 2024. The
interim financial statements have not been audited or reviewed in accordance
with the International Standard on Review Engagement 2410 issued by the
Auditing Practices Board.
The financial statements have been prepared on a going concern basis under the
historical cost convention.
The Directors believe that the going concern basis is appropriate for the
preparation of the financial statements as the Company is in a position to
meet all its liabilities as they fall due.
These condensed consolidated interim financial statements comprise the
accounts of the parent company for the six months to 30 June 2025 and those of
the five subsidiaries for the period from acquisition on 28 May 2025 to 30
June 2025, after elimination of all material intercompany balances and
transactions.
3. Loss per share:
The calculation of the total basic loss per share of 0.07p is based on the
loss attributable to equity owners of the company divided by the number of
shares in issue during the period.
4. Approval of Interim Finance Statements:
These interim financial statements were approved by the Board of Directors on
29 September 2025.
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