REG - Vulcan Two Group PLC - Results for the period ended 31 December 2025
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RNS Number : 1733F Vulcan Two Group PLC 21 May 2026
21 May 2026
Vulcan Two Group plc
(the "Company", the "Group" or "Vulcan Two")
Audited Results for the period ended 31 December 2025
Transformational progress since year end
Vulcan Two Group plc, the company aiming to create the UK's leading regulated
ePharmacy through buy and build, is pleased to announce its results for the
period to 31 December 2025 and to update on progress since year end. The
Company was incorporated on 6 August 2025 and accordingly these results relate
to the period between 6 August 2025 and 31 December 2025 (the "Reporting
Period"), during which time the Company was a cash shell.
Reporting Period ended 31 December 2025
· Successful AIM IPO on 3 September 2025 raising £12 million.
· During the reporting period the Company incurred a pre-tax loss of £1.22
million (pre-revenue)
· Strong balance sheet with cash balances of £9.55 million at 31 December 2025.
Accounts for the Reporting Period are set out below in full.
Post-Period Trading and Outlook
· Successful institutional Placing for £40.0 million in March 2026 including
support from multiple major UK institutional investors.
· Completed the transformational acquisition of three ePharmacy businesses:
CloudRx, Webmed (digital pharmacies) and Hyperdrug (veterinary) on 19 March
2026, for a maximum consideration of up to approximately £41.7 million.
· The Acquisitions:
- achieved combined unaudited revenue of c£35.7 million in the 12 months to 31
December 2025.
- created a diversified platform spanning B2B prescription fulfilment and B2C
digital pharmacy services
· Keith Butcher appointed as Chief Financial Officer, strengthening the Board
with significant public markets and M&A experience.
· Signed a 10-year lease for new 22,000 sq ft central distribution centre in
Leeds, expected to reduce warehousing and logistical costs, rationalise
processes and significantly enhance service and delivery times.
· Signed a five-year licence agreement for the implementation of a central
enterprise resource planning ("ERP") system across the Group, a key pillar in
the creation of a single, scalable operating platform.
· Since completing the Acquisitions, the Company has focused on supporting
operational performance and driving growth across each of the acquired
businesses. Key hires have been made to establish a B2B sales team for
CloudRx, with further targeted hires planned over the coming months.
· The Directors have also made progress building out the operating platform that
will support the future growth of the Company. The central distribution
facility is currently being fitted out and is expected to be fully operational
in early Q4 2026. The ERP system is expected to go live in phases during Q3
and early Q4.
· The creation of a unified brand and Company name is also progressing well and
is expected to be announced later this year, to further support the growth
potential of the Group
Michael Kraftman, Chief Executive Officer of Vulcan Two, commented: "We were
delighted to receive such strong institutional support for our initial IPO in
September 2025 and again in March 2026. The period since the year end has been
transformational for Vulcan Two. We have raised £40 million, completed the
acquisitions of CloudRx, Hyperdrug and Webmed, and put the building blocks in
place required to integrate these businesses into a single scalable platform.
Brendan and I built and scaled Vision Direct through multiple acquisitions
over more than a decade, and we are drawing on that experience as we integrate
these businesses. The early signs are encouraging - the teams across the Group
are engaged, the operational foundations are taking shape, and we are already
identifying opportunities to drive efficiency and accelerate growth.
"We operate in a large, fragmented and fast-growing market with strong
structural tailwinds, and with a scalable platform and a disciplined approach
to further acquisitions, Vulcan Two is uniquely positioned to capitalise on
the opportunity ahead."
For further information please contact:
Vulcan Two Group plc Email: info@vulcantwo.com (mailto:info@vulcantwo.com)
Michael Kraftman, Chief Executive Officer
Brendan O'Brien, Chief Operating Officer
Keith Butcher, Chief Financial Officer
www.vulcantwo.com (http://www.vulcantwo.com/)
Canaccord Genuity Limited Tel: +44 (0) 20 7523 8000
(Nominated Adviser and Sole Broker)
Simon Bridges / Harry Pardoe / Elizabeth Halley-Stott
Alma Strategic Communications Email: vulcantwo@almastrategic.com (mailto:vulcantwo@almastrategic.com)
(Financial PR)
Tel: +44 (0) 20 3405 0205
Justine James / Sam Modlin / Will Merison
Notes to Editors
Vulcan Two Group plc (AIM:VUL) is creating the UK's leading regulated
ePharmacy platform, through its disciplined buy-and-build strategy. Following
the acquisitions of CloudRx, Webmed and Hyperdrug in March 2026, the Group has
established a diversified, profitable platform spanning B2B prescription
fulfilment and B2C digital pharmacy services, with a high proportion of
recurring revenues and strong cash generation. Future growth is expected to be
supported through the acquisition of complementary businesses, expansion into
new sectors or markets, and investment in long-term assets.
The Group is led by an experienced management team with deep healthcare,
eCommerce and buy-and-build expertise.
For more information, visit www.vulcantwo.com (http://www.vulcantwo.com/)
Chair Statement
This has been a defining period for Vulcan Two Group plc. Having listed on AIM
in September 2025 with a £12m institutional fundraise and clear mandate to
lead the consolidation of the UK private ePharmacy market, we moved decisively
to establish the Group as a scaled operating business. With the £40m placing
and the completion of the acquisitions of CloudRx, Webmed and Hyperdrug in
March 2026, Vulcan Two has built strong foundations, a clear strategic
direction and an experienced leadership team focused on disciplined execution.
As Chair, my priority is to ensure that the Board provides effective oversight
and constructive challenge as we enter this next phase of growth. Management's
strategy is grounded in attractive market fundamentals and supported by
profitable and diverse businesses with strong regulatory credentials and a
high proportion of recurring revenues. Just as importantly, it is being
pursued with a clear understanding of risk, integration discipline and capital
allocation.
The Board is confident that the enlarged Group is well positioned to benefit
from structural growth in private prescriptions and digital healthcare, while
maintaining the standards of governance and compliance expected of a public
company operating in a regulated environment. We have strengthened the Board
and committee structure to ensure we have the right balance of skills,
experience and independence to support the business as it scales.
I would like to thank shareholders for their continued support through a
transformational period, and to acknowledge the energy and commitment of the
management teams across the Group. Vulcan Two now moves forward with momentum,
and a clear ambition: to build a leading, trusted and sustainable ePharmacy
platform for the long term.
Susan Clement Davies
Non‑Executive Chair
20 May 2026
CEO Statement
When we founded Vulcan Two, we set out with a clear ambition: to build the
UK's leading regulated ePharmacy group, focused on the fast-growing private
prescription market. Over the past year, that ambition has begun to take
shape. Following our IPO in September 2025 and the first three acquisitions
completed in early 2026, Vulcan Two has moved decisively from strategy into
delivery.
This is an important moment for the Group. We are now an operating business
with scale and a clear platform for growth.
The UK ePharmacy market is evolving rapidly. Pressure on NHS capacity, longer
waiting times for diagnosis and treatment, and rising consumer expectations
around convenience and discretion are reshaping how patients access
healthcare. These dynamics are supporting growth in private prescribing,
particularly through digital channels.
Patients increasingly seek timely access to treatment, transparency and trust,
while clinicians and partners value efficient, compliant platforms that help
manage rising demand. At the same time, the market remains highly fragmented.
We believe this creates a compelling opportunity for a well-capitalised and
well-governed group able to deliver both scale and quality.
Since IPO, our focus has been on disciplined execution of this strategy. The
acquisitions of CloudRx, Webmed and Hyperdrug bring together three
complementary, profitable businesses spanning both professional (B2B) and
consumer (B2C) channels.
· CloudRx provides a digital prescription platform embedded within the UK
private healthcare ecosystem, with a base of recurring revenues.
· Webmed strengthens our direct-to-consumer offering, particularly in weight
management, through a vertically integrated digital model.
· Hyperdrug adds scale in specialist veterinary prescriptions, a category
supported by repeat purchasing.
Together, these businesses generated approximately £35.7 million of revenue
in the 12 months to December 2025, with a significant element of recurring
income. Importantly, they are established, profitable and operate within
regulated frameworks, providing a solid foundation for the Group.
As we look ahead, our priority is execution. We are focused on:
· Integrating the Group into a operating platform to drive efficiency and
support margin progression over time
· Accelerating organic growth through enhanced B2B sales capability,
cross-selling opportunities, digital marketing and customer retention
initiatives
· Leveraging technology and data to improve operational insight, efficiency and
the customer experience
· Maintaining a disciplined approach to M&A, with flexibility to pursue
selective bolt-on opportunities where there is strong strategic and financial
rationale
Since the period end, we have continued to make progress in executing our
strategy. This includes signing a lease for a new distribution centre to
support fulfilment and future scale, as well as entering into an ERP licence
agreement to enhance core systems and support integration.
I am particularly proud of the team we have assembled. The leadership group
brings experience across healthcare, e-commerce and integration. Brendan and I
have previously built and scaled a leading eCommerce business, and we approach
what lies ahead with the strong benefit of that experience.
Vulcan Two enters this next stage with clear momentum. We operate in an
attractive market, with a portfolio of complementary businesses while building
a platform designed to support sustainable growth.
I would like to thank our shareholders for their support, our partners for
their trust, and our colleagues across the Group for their continued
commitment.
Michael Kraftman
Chief Executive Officer
20 May 2026
CFO Statement
I am pleased to present my first report since joining as CFO at the beginning
of 2026. Vulcan Two Group plc ("the Company") was incorporated on 6 August
2025 and accordingly the financial results relate to the period between 6
August 2025 and 31 December 2025 (the "Reporting Period"), during which time
the Company was a cash shell.
Reporting Period ended 31 December2025
In the Reporting Period to 31 December 2025 the key financial highlights were:
· A successful AIM IPO on 3 September 2025 raising £12 million.
· During the reporting period the Company incurred a pre-tax loss of £1.22
million as the Company was pre-revenue in this period.
· The Company ended the period with a strong balance sheet as a result of the
IPO and fundraise, with cash balances of £9.55 million at 31 December 2025.
The accounts for the Reporting Period are set out below in full in the
Financial Statements
Post-Period Trading and Outlook
Many of the key activities of the Company took place after the Reporting
Period end including a successful placing and subsequent transformational
acquisitions in March 2026. The key highlights of this post period end are
listed below:
· £40m Placing: Successful institutional Placing for £40.0 million in March
2026 including support from multiple major UK institutional investors.
· Transformational Acquisitions: Completed the transformational acquisition of
three ePharmacy businesses: CloudRx, Webmed (digital pharmacies) and Hyperdrug
(veterinary) on 19 March 2026, for a maximum consideration of up to
approximately £41.7 million. The Acquisitions:
- achieved combined unaudited revenue of c£35.7 million in the 12 months to 31
December 2025.
- created a diversified platform spanning B2B prescription fulfilment and B2C
digital pharmacy services
· Board: Strengthening the Board with the appointments of Keith Butcher
appointed as Chief Financial Officer and Dr David Wong who joined as an
Independent Non Executive Director.
· Distribution Centre: signed a 10-year lease for new 22,000 sq ft central
distribution centre in Leeds, expected to reduce warehousing and logistical
costs, rationalise processes and significantly enhance service and delivery
times.
· ERP system: signed a five-year licence agreement for the implementation of a
central enterprise resource planning ("ERP") system across the Group, a key
pillar in the creation of a single, scalable operating platform.
· Brand: The creation of a unified brand and Company name is also progressing
well and is expected to be announced later this year, to further support the
growth potential of the Group.
We believe the Company is now well positioned for 2026 and beyond
Keith Butcher
Chief Financial Officer
20 May 2026
Consolidated statement of comprehensive income
Year ended Year ended
31 December 31 December
2025 2024
£ £
Note (Unaudited)
Administrative expenses (1,299,741) (25,340)
Loss from operations 5 (1,299,741) (25,340)
Finance income 8 77,174 -
Loss before tax (1,222,567) (25,340)
Taxation 9 - -
Total Loss for the year (1,222,567) (25,340)
Total other comprehensive income - -
Total Comprehensive loss for the year (1,222,567) (25,340)
Loss per ordinary share
Basic and Diluted (£) 10 (0.4500) (0.0327)
The results for the years presented are derived from continuing operations and
are entirely attributable to the owners of the Parent Company.
Consolidated statement of financial position
As at As at
31 December 31 December
2025 2024
£ £
Note (Unaudited)
Assets
Non-current assets
Property, plant and equipment 11 2,832 -
Total non-current assets 2,832 -
Current assets
Other receivables 12 492,950 437
Cash and cash equivalents 13 9,548,003 99
Total current assets 10,040,953 536
Total assets 10,043,785 536
Liabilities
Current liabilities
Trade and other payables 14 364,928 112
Borrowings 15 - 122,991
Total current liabilities 364,928 123,103
Total liabilities 364,928 123,103
Net Assets / (Liabilities) 9,678,857 (122,567)
Equity
Share Capital 16 677,500 -
Share premium 16 10,229,510 -
Other capital reserve 16 - 9
Merger reserve 17 70,004 -
Share based payment reserve 18 46,986 -
Accumulated losses 17 (1,345,143) (122,576)
Total equity 9,678,857 (122,567)
The consolidated financial statements were approved and authorised by the
Board of Directors on 20 May 2026 and signed on its behalf by:
Michael Kraftman
Director
Company registered number: 16632702
Consolidated statement of changes in equity
Share Share premium Capital Reserve Merger reserve Share-based payment reserve Accumulated losses Total equity
Capital
Note £ £ £ £ £ £ £
As at 1 January 2024 (Unaudited) - - 9 - - (97,236) (97,227)
Loss for the year - - - - - (25,340) (25,340)
As at 31 December 2024 (Unaudited) - - 9 - - (122,576) (122,567)
Comprehensive loss for the year:
Loss for the year - - - - - (1,222,567) (1,222,567)
Total comprehensive loss - - - - - (1,222,567) (1,222,567)
Transactions with the owners in their capacity as owners:
Issue of ordinary shares 650,000 11,400,000 - - - - 12,050,000
Cost of Issue - (1,170,490) - - - - (1,170,490)
Share-based payment 18 - - - - 37,486 - 37,486
Share for share exchange 27,500 - (9) 70,004 - - 97,495
Issue of growth shares for cash - - - - 9,500 - 9,500
As at 31 December 2025 677,500 10,229,510 - 70,004 46,986 (1,345,143) 9,678,857
Consolidated statement of cash flows
Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Cash flows from operating activities
Loss before taxation (1,222,567) (25,340)
Adjustments for:
Finance income (77,174) -
Share-based payments 37,486 -
Operating cash flows before movements in working capital (1,262,255) (25,340)
Increase in trade and other receivables (492,513) (1)
Increase/ (decrease) in trade and other payables 364,816 (51)
Cash used in operating activities (1,389,952) (25,392)
Tax paid - -
Net cash used in operating activities (1,389,952) (25,392)
Cash flows from investing activities
Purchase of property, plant and equipment (2,832) -
Interest received 77,174 -
Net cash from investing activities 74,342 -
Cash flows from financing activities
Shares issued for cash 12,050,000
Cost of shares issued (1,170,490)
Growth Shares issued 9,500 -
(Repayment)/ advances of loans from directors (25,496) 15,000
Net cash from financing activities 10,863,514 15,000
Net increase/ (decrease) in cash and cash equivalents 9,547,904 (10,392)
Cash and cash equivalents at beginning of the year 99 10,491
Cash and cash equivalents at end of year 9,548,003 99
Notes to the financial statements
1. General information
Vulcan Two Group plc (the "Company") is a public company limited by shares
listed on the AIM market of the London Stock Exchange, incorporated and
domiciled in England and Wales. The Company's registered office is 201 Temple
Chambers, 3-7 Temple Avenue, London, EC4Y 0DT.
In the reporting period, the principal activity of the Company and its
subsidiary (together referred to as the "Group") was the acquisition and
subsequent development of assets within a target sector or industry.
2. Material accounting policies
The principal accounting policies adopted in the preparation of the financial
statements are set out below. The policies have been consistently applied to
the periods presented. Amounts are presented in Great British Pounds ("£s")
to the nearest whole number.
The Company is newly incorporated and the consolidated financial statements
for the current year ended 31 December 2025 are the first set of financial
statements for the newly formed Group. The prior period has been presented as
the continuation of the subsidiary Vulcan Two Ltd on a consistent basis as if
the group reorganisation had taken place at the start of the earliest period
presented. The comparatives for the financial year ended 31 December 2024 are
those of Vulcan Two Ltd since no substantive economic changes have occurred.
Further details can be found in the group reorganisation accounting policies.
a. Basis of preparation
The financial statements of the Group have been prepared in accordance with
UK-adopted international accounting standards ("IFRS") in conformity with the
requirements of the Companies Act 2006 as applicable to the companies
reporting under those standards.
The financial statements have been prepared on a historical cost basis, as
modified for the use of fair value for Share Based Payments.
Certain amounts in the consolidated statement of comprehensive income and the
consolidated statement of financial position have been grouped together for
clarity, with their breakdown being shown in the notes to the financial
statements. The distinction presented in the consolidated statement of
financial position between current and non-current entries has been made on
the basis of whether the assets and liabilities fall due within more than one
year.
b. Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the Group will continue to be able to meet its liabilities as
they fall due for the foreseeable future. The Directors have considered the
financial position of the Group and have reviewed forecasts and budgets for a
period of at least 12 months following the approval of the financial
statements.
As at 31 December 2025, the Group has net assets of £9,678,857, and a cash
balance of £9,548,003. In March 2026, the Company successfully completed a
£40 million equity placing and the acquisitions of CloudRx, Webmed, and
Hyperdrug. As a result, the Group has transitioned from an investing entity
(under AIM rules) to an operating Group with three established, complementary
businesses operating across both professional (B2B) and consumer (B2C)
channels. On a combined basis, these businesses generated approximately £36
million of revenue in the 12 months to December 2025, with a significant
proportion of recurring income. The acquired businesses are profitable,
operate within regulated environments, and provide the Group with an
established platform for future growth. Following completion of the placing
and acquisitions, the Group has significantly strengthened its liquidity
position and capital base.
The Directors have prepared updated forecasts for the enlarged group,
incorporating the results of the acquired businesses, expected synergies, and
ongoing operating costs. These forecasts demonstrate that the Group is
expected to have sufficient financial resources to meet its obligations as
they fall due for at least 12 months from the date of approval of the
financial statements. While the Group may pursue further acquisitions as part
of its growth strategy, any such transactions would be subject to securing
appropriate funding. The Directors note that the successful March 2026 placing
demonstrates access to capital markets; however, future funding availability
cannot be guaranteed and remains outside the direct control of the Group.
c. New and amended standards and interpretations
In the current year, the Group has applied the following amendment to IFRS
Accounting Standards issued by the IASB which is mandatorily effective for an
accounting period that begins on or after 1 January 2025. Its adoption has not
had any material impact on the disclosures or on the amounts reported in these
financial statements:
· Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates
Standards, amendments and interpretations issued but not yet effective and
have not been early adopted by the Company:
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") was
issued by the International Accounting Standards Board in April 2024. IFRS 18
is effective on 1 January 2027 and is required to be applied retrospectively
to comparative periods presented, with early adoption permitted. IFRS 18, upon
adoption replaces IAS 1 Presentation of Financial Statements ("IAS 1"). IFRS
18 sets out new requirements focused on improving financial reporting by:
· requiring additional defined structure to the statement of profit and loss
(i.e. consolidated statement of income), to reduce diversity in the reporting,
by requiring five categories (operating, investing, financing, income taxes
and discontinued operations) and defined subtotals and totals (operating
income, income before financing, income taxes and net income);
· requiring disclosures in the notes to the financial statements about
management-defined performance measures (i.e. non-IFRS measures); and
· adding new principles for aggregation and disaggregation of information in the
primary financial statements and notes
IFRS 18 will not impact the recognition or measurement of items in the
financial statements, but it might change what an entity reports as its
'operating profit and loss', due to the classification of certain income and
expense items between the five categories of the consolidated statement of
profit and loss. It might also change what an entity reports as operating
activities, investing activities and financing activities within the statement
of cash flows, due to the change in classification of certain cash flow items
between these three categories of the cash flows statement. The Company is
currently assessing the impact of adopting IFRS 18.
Other standards and amendments:
· Amendments to the Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures
· Introduction of Subsidiaries without public accountability - IFRS 19:
Subsidiaries without Public Accountability: Disclosures
d. Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries as at 31 December 2025 and 31 December 2024.
Control is achieved when the Group has rights to variable returns from its
involvement with the investee and the ability to use its power over the
investee to affect the amount of the investor's returns. Specifically, the
Group controls an investee if, and only if, the Group has:
- Power over the investee (i.e. existing rights that give it the current ability
to direct the relevant activities of the investee)
- Exposure, or rights to variable returns from its involvement with the
investee; and
- The ability to use its power over the investee to affect its returns
Profit or loss and each component of other comprehensive income are attributed
to the equity holders of the parent of the Group. When necessary, adjustments
are made to the financial statements of the subsidiaries to bring their
accounting policies in line with the Group's accounting policies. All
intra-group assets and liabilities, equity income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full
on consolidation.
A change in ownership interest of a subsidiary, without a change in control,
is accounted for as an equity transaction.
e. Group reorganisation
On 21 August 2025, the Company acquired the entire shareholding of Vulcan Two
Ltd by way of a share for share exchange. The insertion of the Company on top
of the existing subsidiary does not constitute a business combination under
IFRS 3 "Business Combinations" and instead has been accounted for as a common
control transaction. Merger accounting has been used to account for this
transaction. Further details can be found in Note 16.
Under merger accounting principles, the assets and liabilities of the
subsidiary are consolidated at book value in the Group financial statements
and the consolidated reserves of the Group have been adjusted to reflect the
statutory share capital of the Company with the difference presented as the
merger reserve.
f. Finance income
Finance income comprises of interest received on bank balances and is
recognised in the statement of comprehensive income when it is earned.
g. Taxation
Corporation tax for the year presented comprises current and deferred tax.
Current tax
Taxable profit differs from net profit as reported in the statement of
comprehensive income because it excludes items of income or expense
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases and is accounted for using the balance sheet liability method.
Deferred tax is calculated at the tax rates that have been enacted or
substantively enacted and are expected to apply in the period when the
liability is settled, or the asset realised. Deferred tax is charged or
credited to the statement of comprehensive income, except when it relates to
items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity. Deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Judgement is applied in
making assumptions about future taxable income, recognition of deferred tax
assets, as well as the anticipated timing of the utilisation of the losses of
the Company.
h. Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation
and provision for impairment. Depreciation is calculated to write down the
cost of the assets less estimated residual value over its expected useful life
on a straight-line basis as follows:
- Office and computer equipment - 4 years
i. Cash and cash equivalents
Cash and cash equivalents are financial assets and include cash at bank and in
hand and short term highly liquid deposits which are subject to an
insignificant risk of changes in value.
j. Financial liabilities
All financial liabilities are recognised in the statement of financial
position when the Company becomes a party to the contractual provision of the
instrument.
Financial liabilities measured at amortised cost
The Company's financial liabilities measured at amortised cost comprise trade
and other payables, and related party borrowings.
These financial liabilities are initially measured at fair value net of any
transaction costs directly attributable to the issue of the instrument and are
subsequently measured at amortised cost using the effective interest rate
method.
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received
that form an integral part of the effective interest rate, transaction costs
and other premiums or discounts) through the expected life of the financial
liability to the amortised cost of a financial liability.
k. Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in stated capital as a
deduction from the proceeds.
l. Share-based payments
The Group has a long-term incentive plan actioned through the issue of Growth
Shares.
Equity-settled share-based payments to employees are measured at the fair
value of the equity instrument at the grant date. The fair value determined at
grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group's estimate of
equity instruments that will eventually vest. At each reporting date, the
Group revises its estimate of the number of equity instruments expected to
vest as a result of the effect of non-market based vesting conditions.
The impact of the revision of the original estimates, if any, is recognised in
the profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to equity reserves. Long term
incentive options that have been issued by the Group have been valued under
the Monte Carlo model to evaluate any provision that may be required to set
against the reserves of the Group. The share-based payment expense has been
calculated and detailed per the notes to the financial statements.
3. Critical accounting estimates and judgements
In the application of the accounting policies, which are described in note 2,
the Directors of the Company are required to make judgements, estimates and
assumptions which affect reported income, expenses, assets, liabilities and
disclosure of contingent assets and liabilities. The estimates and associated
assumptions are based on historical experience, expectations of future events
and other factors that are believed to be reasonable under the circumstances.
Actual results in the future could differ from such estimates. The estimates
and underlying assumptions are reviewed on an on-going basis. Revisions to
accounting estimates are recognised in the period in which the revision is
made.
Valuation of Incentive Scheme
The Company has issued Growth Shares as part of the creation of a long-term
incentive scheme which is valued using a Monte Carlo model. This model
requires estimation and judgement surrounding the inputs of exercise price,
expected volatility, risk free rate, expected dividends, and expected term of
the Growth Shares.
Allocation of IPO transaction costs
Judgement has been applied in determining the allocation of IPO related costs
between equity and the statement of comprehensive income in accordance with
IAS 32. Where costs were not directly able to be attributable solely to the
issuance of new shares or to listing activities, management allocated such
jointly attributable costs using a ratio based on the proportion of new shares
issued as part of the IPO relative to total shares in issue following
admission. This approach reflects the relative significance of the capital
raise compared to the overall transaction and is considered to provide a
rational and consistent basis for allocation in the year.
Assessment of contingent liabilities
Management has exercised judgement in evaluating the Company's contractual
obligations under the Chrystal Capital Partners LLP engagement letter,
including specifically the interpretation of commission triggers and the
applicability of such terms to the IPO and future fundraises. This assessment
incorporates external legal advice and consideration of ongoing legal
proceedings. Based on this analysis, management has concluded that no
commission is payable and that the probability of outflow is remote,
therefore, no provision has been recognised.
4. Segmental reporting
The Board of Directors has been identified as the Company's chief operating
decision maker ("CODM"). The CODM reviews the Company's internal reporting in
order to assess performance and allocate resources. The CODM has determined
that there is one operating segment for the periods presented.
5. Operating loss
Operating loss is stated after charging:
Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Employee benefit expense 220,914 -
Professional fees 236,583 22,800
Transactional and Advisory Fees 707,937 -
Audit fees 40,000 -
Other administrative expenses 56,821 2,540
Share based payment expense 37,486 -
6. Auditor's remuneration
Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Fees payable for the audit of the Group and Company financial statements 40,000 -
Fees payable to the Company's auditor for other permitted non audit services:
Tax advice 52,500 -
Transaction related services 310,000 -
402,500 -
7. Staff costs
The average number of employees (including executive directors) was:
Year ended Year ended
31 December 31 December
2025 2024
Number Number
(Unaudited)
Directors 5 -
Staff 1 -
6 -
Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Wages and salaries 207,005 -
Social security costs 12,446 -
Other pension costs 1,463 -
Share based payment expense 37,486 -
258,400 -
For details of remuneration relating to Directors, please refer to the
Directors' Remuneration Report of the Annual Report.
8. Finance income
Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Bank interest 77,174 -
77,174 -
9. Taxation
Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Current tax
Current tax on UK profits for the year - -
- -
Factors affecting the tax expense for the year: Year ended Year ended
31 December 31 December
2025 2024
£ £
(Unaudited)
Loss before tax (1,222,567) (25,340)
Tax at the Company's weighted average tax rate of 25% (2024: 25%) (305,642) (6,336)
Effects of:
Expenses not deductible 174,922 -
Losses carried forward for which no deferred tax recognised 130,720 6,336
Total taxation - -
As at 31 December 2025, cumulative tax losses available to carry forward
against future trading profits were £645,577 (2024: £122,577), subject to
agreement with HM Revenue & Customs. A deferred tax asset has not been
recognised in respect of tax losses in the year ended 31 December 2025 as at
the reporting date there was insufficient certainty that future taxable
profits would be available against which the losses could be utilised.
10. Loss per share
Basic loss per ordinary share is calculated by dividing the loss attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the year. The Growth Shares will be potentially
dilutive, once vested and exercisable, however as the entity is currently loss
making, these are anti-dilutive and should not be considered. For the
comparative year, the weighted average number of shares has been based on the
number of shares in issue immediately prior to AIM admission, as the Group did
not exist in its current form. This approach has been adopted to provide a
meaningful and consistent basis for presentation of loss per share.
Year ended Year ended
31 December 31 December
2025 2024
(Unaudited)
Loss for the year (£) (1,222,567) (25,340)
Weighted average number of shares 2,731,164 775,000
Basic and diluted loss per share (£) (0.4500) (0.0327)
11. Property, plant and equipment
Computer equipment
£
Cost
As at 1 January 2025 (Unaudited) -
Additions 2,832
As at 31 December 2025 2,832
Depreciation
As at 1 January 2025 (Unaudited) -
Charge -
As at 31 December 2025 -
Carrying amount
As at 31 December 2024 (Unaudited) -
As at 31 December 2025 2,832
12. Other receivables
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Prepayments 224,843 -
VAT receivable 268,107 437
492,950 437
13. Cash and cash equivalents
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Cash at bank 9,548,003 99
9,548,003 99
14. Trade and other payables
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Amounts falling due within one year
Trade payables 142,497 112
Accruals 196,380 -
Other taxation and social security 26,051 -
364,928 112
There is no material difference between the book value and the fair value of
the trade and other payables. All trade payables are non-interest bearing and
are usually paid within 30 days.
15. Borrowings
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Current
Loans from related parties (Note 20) - 122,991
- 122,991
All borrowings are unsecured, do not bear any interest and are repayable on
demand.
A maturity analysis of the Company's borrowings is shown below:
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Less than 1 year - 122,991
- 122,991
16. Ordinary share capital and share premium
Authorised, called up and fully paid As at As at
31 December 31 December
2025 2024
Unaudited Unaudited
No. £ No. £
Ordinary shares of £0.1 each 6,775,000 677,500 - 9
6,775,000 677,500 - 9
Shares Share capital
No. £
As at 1 January 2025 (Unaudited) - -
Issued on incorporation of Vulcan Two Group plc 500,000 50,000
Share-for-share exchange:
Vulcan Two Group plc 275,000 27,500
Ordinary shares issued for cash 6,000,000 600,000
As at 31 December 2025 6,775,000 677,500
The financial statements have been prepared applying merger accounting
principles, under which the share capital is presented as if the Group
structure had always been in place. Accordingly, the current year share
capital is not directly comparable to the prior period.
In the year ended 31 December 2025 6,000,000 ordinary shares of a nominal
value of £0.10 were issued for £2.00 for gross cash proceeds of
£12,000,000. Issue costs directly attributable to the issue were £1,170,490,
as these costs are deemed incremental to the issue of these shares, this cost
has been recognised as a deduction in equity.
Share for share exchange
On 21 August 2025, following a share purchase agreement, Vulcan Two Group plc
acquired the entire issued share capital of Vulcan Two Ltd (9,750,400 £0.01
ordinary shares) from the shareholders.
In consideration, Vulcan Two Group plc issued 275,000 £0.10 ordinary shares
to the shareholders, pro-rated to their shareholding in Vulcan Two Ltd.
As a result, the share capital of Vulcan Two Group plc increased to £77,500
(775,000 £0.10 ordinary shares) with Michael Kraftman owning 465,000 £0.10
ordinary shares (60%), and Brendan O'Brien owning 310,000 £0.10 ordinary
shares (40%).
17. Reserves
Merger reserve
The difference between the nominal value of shares acquired by the Company in
the share for share exchange with Vulcan Two Ltd and the nominal value of
shares issued to acquire them on 21 August 2025.
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of Comprehensive
Income.
Share based payment reserve
The share-based payment reserve is the cumulative amount recognised in
relation to the equity-settled share-based payment scheme as further described
in Note 18.
18. Share-based payments and share schemes
Holdings
Michael Kraftman, Brendan O'Brien and Simon Carter were issued Growth Shares
on 2 September 2025. The following shares were in issue at 31 December 2025.
Issue date Name Issue price per Growth share Number of Growth Shares IFRS 2 Fair value at grant date
£'s £'s
2 September 2025 M Kraftman 0.0001 540 490,951
2 September 2025 B O'Brien 0.0001 360 327,301
2 September 2025 S Carter 95.00 100 90,917
Total 1,000 909,169
The Growth Shares are subject to the Company's shareholders achieving a Growth
Hurdle of 10% per annum on a compounded basis on the capital they have
invested between the fourth and sixth anniversary of the date of issue (with
dividends and subsequent issues of capital being treated as a reduction in the
amount invested at the relevant time) (the "Growth Hurdle"), outside of this
time the Holder is entitled to the lower of Share price on the sixth
anniversary and the share price on the day of redemption.
Subject to a number of provisions detailed below, if the Growth Hurdle is met,
the holders of the Incentive Shares can give notice to redeem their Growth
Shares for Ordinary Shares in the Company ("Ordinary Shares") for an aggregate
value equivalent to the last 20 days Volume-Weighted Average Price ("VWAP")
times the exercise mechanic. The exercise mechanic is outlined as follows:
Share to be issued= 0.15 x (5 Days VWAP x Shares in Issue at redemption) +
Dividends - Proceeds from admission - Subscription proceeds since admission.
Growth Shares hold no voting rights, rights to attend meetings or any dividend
rights.
Valuation
A Monte Carlo model has been used to ascertain the fair value at grant date.
Details of the valuation methodology and estimates and judgements used in
determining the fair value are noted herewith and were in accordance with IFRS
2 at grant date.
There are significant estimates and assumptions used in the valuation of the
Growth Shares. Management considered at the grant date, and the potential
range of values for the Growth Shares, based on the circumstances on the grant
date.
The fair value of the Growth Shares granted under the scheme was calculated
using a Monte Carlo model with the following inputs:
Issue date Volatility Risk-free rate Expected term* (years)
2 September 2025 69.71% 4.26% 6.0
The Growth Shares are subject to the Growth Hurdle being achieved, which is a
market performance condition, and as such has been taken into consideration in
determining their fair value.
Expense relating to Growth Shares
An expense of £37,486 (2024: Nil) has been recognised in the Statement of
Comprehensive Income in respect of the Incentive Shares in issue during the
year. There is a service condition associated with the shares issued to
Michael Kraftman, Brendan O'Brien and Simon Carter which requires the fair
value charge associated with these shares to be allocated over the minimum
vesting period. These vesting periods are estimated to be 6.0 years from the
date of grant.
19. Financial instruments
Financial assets
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Cash and cash equivalents 9,548,003 99
9,548,003 99
Financial liabilities
Financial liabilities measured at amortised cost comprise trade and other
payables, and borrowings. It does not include taxation and social security.
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Trade payables 142,497 112
Accruals 196,381 -
Borrowings - 122,991
338,878 123,103
Fair value of financial assets and liabilities approximates to their carrying
value.
Financial risk management
The Company is exposed through its operation to the following financial risks:
credit risk and liquidity risk. The Directors have overall responsibility for
the establishment and oversight of the Company's risk management framework.
The Company's risk management policies are established to identify and analyse
the risks faced by the Company, to set appropriate risk limits and controls
and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the
Company's activities. The Company, through its training and management
standards and procedures, aims to maintain a disciplined and constructive
control environment in which all employees understand their roles and
obligations.
The Company finances its operations through a mixture of debt finance, cash
and liquid resources and various items such as trade debtors and trade
payables which arise directly from the Company's operations.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, of which the risk is assessed and managed in accordance with IFRS
9. Credit risk arises principally from the Company's cash balances held at
banks.
The Company mitigates credit risk arising on cash balances held at banks by
using only reputable financial institutions with a high credit rating, in line
with IFRS 9 requirements. The maximum exposure to credit risk is the carrying
value of its cash and cash equivalents, which it currently holds at
institutions with a minimum Moody's rating of P-1.
Liquidity risk
The Company seeks to maintain sufficient cash balances. Management reviews
cash flow forecasts on a regular basis to determine whether the Company has
sufficient cash reserves to meet future working capital requirements and to
take advantage of business opportunities.
A maturity analysis of the Company's undiscounted cash flows arising from
financial liabilities is shown below:
As at As at
31 December 31 December
2025 2024
£ £
(Unaudited)
Less than one year:
Trade payables 142,497 112
Loans from related parties - 122,991
Accruals 196,381 -
338,878 123,103
Capital management
The Board's policy is to maintain a strong capital base so as to maintain
creditor and market confidence and to sustain future development of the
business. Capital includes stated capital, and all other equity reserves
attributable to the equity holders of the Company and totals £677,500 as at
31 December 2025 (2024: £9). There were no changes in the Company's approach
to capital management during the period covered by the historical financial
information and the Company's capital management policy will be revisited once
an initial acquisition has been identified.
Changes in liabilities from financing activities:
Opening balance Financing cash flows Non-cash Closing balance
£ £ £ £
Year ended 31 December 2025
Loans from related parties 122,991 - (122,991) -
122,991 - (122,991) -
Opening balance Financing cash flows Non-cash Closing balance
£ £ £ £
Year ended 31 December 2024 (Unaudited)
Loans from related parties 107,991 15,000 - 122,991
107,991 15,000 - 122,991
20. Related party transactions
In the year to the 31 December 2025, additional cash advances from Michael
Kraftman and Brendan O'Brien, each totalling £13,500 and £9,000 respectively
were made. Additionally, repayments in cash of £23,998 to each of the former
Directors Ashley Mealor and Richard Rust were made representing the settlement
of their outstanding loan balances in full. These were interest free and fully
discharged on these payments.
On 21 August 2025 Vulcan Two Ltd's outstanding debts of £58,497 to Michael
Kraftman and £38,998 to Brendan O'Brien were converted to ordinary shares in
the company. No debt was left in respect of these balances. As a result of the
conversion, Michael Kraftman was issued 5,849,700 £0.01 ordinary shares and
Brendan O'Brien was issued 3,899,800 £0.01 ordinary shares, in full
satisfaction of their respective shareholder loans. Accordingly, the
subscription price was £0.01 per share. The total issued share capital of
Vulcan Two Ltd was 9,750,400 ordinary shares of £0.01 nominal value following
the swap, which was held as follows: Michael Kraftman - 5,850,240 £0.01
shares (60%); and Brendan O'Brien - 3,900,160 £0.01 shares (40%).
Certain Directors held interest in the Company in the period, and these
interests were as follows:
Name Number % of issued shares as at 31 December 2025
Michael Kraftman* 950,000* 14.0%
Brendan O'Brien 550,000 8.1%
Simon Carter 12,500 0.2%
Susan Clement Davies Nil Nil
Martin Glanfield 10,000 0.1%
* 250,000 ordinary shares are held by Mr. Kraftman's personal pension, the
Bonsai Founders Pension Scheme, and 700,000 ordinary shares are held by Mr.
Kraftman personally.
21. Ultimate controlling party
No one entity or individual has control over the Group or the Company.
22. Commitments and contingencies
On 28 February 2025, Vulcan Two Ltd entered into an engagement letter with
Chrystal Capital Partners LLP ("CC") in relation to the introduction of
potential investors in Vulcan Two plc ("CC Agreement"). The CC Agreement
terminated on 28 August 2025. The terms of the CC Agreement, which is governed
by English law, provided for a retainer fee of £10,000 per calendar month and
a percentage commission if funds are raised by the Company from certain
investors, each payable in certain circumstances within a period of 24 months
following such termination date, being 28 August 2027.
Between August and December 2025, the Company received correspondence from
CC's legal representatives asserting that commission fees may be payable to CC
in relation to the IPO and associated placing. The Company has obtained legal
advice in relation to its obligations to CC under the CC Agreement. The
Company considers that no commission fees are payable to CC in connection with
the IPO and the associated Placing; and no commission would be payable to CC
in respect of future fundraises unless investors in those fundraises had been
introduced by CC to the Group before 28 August 2025. In relation to the CC
Agreement, the Company received a draft particulars of claim in December 2025.
Further correspondence from CC was provided post year end, whereby on 5 May
2026 CC issued legal proceedings against both the Company and Vulcan Two Ltd
in respect of the above. The Claim is in the amount of approximately
£600,000. The Company considers the substance of the Claim to be baseless and
without merit and will seek to have it dismissed at the earliest possible
opportunity. It is not expected that the defence of the claim will involve a
material commitment of time by the Directors, nor create a distraction from
the execution of the Company's strategy. The Company has not provided against
the legal claim as it believes that the chance of success is remote. Retainer
fees payable to CC have been accrued as at 31 December 2025.
23. Events after the reporting period
On 19 March 2026, the Company completed the acquisition of 100% of the issued
share capital of CloudRx Holdings Limited (and its subsidiary CloudRx Ltd),
Webmed Pharmacy Limited, and Hyperdrug Pharmaceutical Limited, forming a
complementary ePharmacy platform operating across both B2B and B2C channels.
Total consideration for the acquisitions is up to approximately £41.7
million, comprising approximately £37.1 million in cash, £1.0 million
settled through the issue of new ordinary shares, and up to £3.6 million of
deferred and contingent consideration payable subject to future performance
conditions. In conjunction with the acquisitions, the Company completed an
institutional placing raising gross proceeds of £40.0 million through the
issue of 20,000,000 ordinary shares.
The acquisitions will be accounted for as business combinations under IFRS 3
in the financial statements for the year ending 31 December 2026. At the date
of approval of these financial statements, the initial accounting for the
business combinations has not yet been completed and the fair values of the
identifiable assets acquired and liabilities assumed, together with the
resulting goodwill, cannot yet be determined reliably.
This is due to the proximity of the transaction to the reporting date and the
complexity of the valuation exercise, including the identification and
measurement of intangible assets and contingent consideration. The Group
expects to finalise the purchase price allocation within the measurement
period permitted.
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