Company registration number 06553460 (England and Wales)
Fruugo.com Ltd
Annual Report And Financial Statements
For The Year Ended 31 December 2025
FRUUGO.COM LTD
Fruugo.com Ltd
COMPANY INFORMATION
Directors
Mr D W D Allonby
Mr D J Naylor
Mr R G McWilliam
Ms E C P Scott MBE
Mr A Thomas
Mr A White
Mr F M Gara
Secretary
Mr D J Naylor
Company number
06553460
Registered office
13 Fountain Street
Ulverston
Cumbria
LA12 7EQ
Auditor
BDO LLP
Eden Building
Irwell St
Manchester
Salford
M3 5EN
FRUUGO.COM LTD
Fruugo.com Ltd
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 14
Statement of comprehensive income
15
Statement of financial position
16
Statement of changes in equity
17
Notes to the financial statements
18 - 39
FRUUGO.COM LTD
Fruugo.com Ltd
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Principal activity

The principal activity of the Company is the operation of an e-commerce marketplace.

The Company uses proprietary technology and digital marketing to match retail supply with worldwide consumer demand. For the year ended 31 December 2025 retailers listed approximately 143 million (2024 : 135 million) SKUs on the Fruugo platform. Fruugo generated over 3.2 million (2024 : 4.4 million) orders for these Retailers from 41 countries. By 31 December 2025 there were 4,316 (2024 : 4,200) active accounts on the Fruugo marketplace.

Business review

The Company’s mission is to enable retailers to sell anything to anyone, anywhere. Fruugo achieves this through application of propriety technology and international digital marketing expertise to find and transact with shoppers on behalf of the retailers using its platform. Fruugo acts as a Commercial Agent on behalf of Retailers and operates as a neutral intermediary.

Fruugo provides an attractive proposition for retailers wishing to generate incremental sales in countries they would not otherwise be able to target whilst Fruugo.com manages the complexities of cross-border trade on their behalf;

- allowing shoppers to access global product supply and price transparency, shopping securely in their local language and currency;

- operating across multiple geographies, products and routes to market;

- operating with an established, asset light and stockless model that is not directly subject to logistics or supply chain shortages;

The Board priorities in 2025 were:

- Platform trust and compliance: the continual development of controls and processes required to operate confidently within the evolving product safety and online marketplace regulatory landscape which will continue to be a priority in future;

- Recovery of sustainable growth: rebuild supply and activity within the new compliance standards, restoring the marketplace’s growth trajectory;

- Financial resilience: align the cost base to activity levels while preserving the capabilities needed for compliance, platform performance, customer experience, and recovery.

During 2024 and 2025, regulatory expectations for online marketplaces strengthened across product safety, seller transparency, and platform accountability. In the EU, the Digital Services Act (DSA) applies in full from 17 February 2024 and the General Product Safety Regulation (GPSR) applies from 13 December 2024.

Fruugo welcomes this legislation and in response to this changing environment, management initiated a compliance remediation program from 1 June 2024 to remove non-compliant products and to remove or restrict retailers responsible for a high degree of non-compliant listings. Management regards these actions as necessary to support consumer protection, maintain marketplace integrity, and provide a stable foundation for future growth. The program had a deliberate and anticipated short-term impact on product breadth (SKU availability) and retailer participation. Revenue in 2024 decreased as remediation commenced in June 2024 and continued to a low point in February 2025. Fruugo opened it’s doors to new retailers in February 2025, and returned to sequential growth.

Significant investment in the platform was required to ensure compliance with new regulations, including enhancing the platform to allow for AI screening of listings to remove non-​compliant products combined with improved communications to educate retailers on the new legislation.

FRUUGO.COM LTD
Fruugo.com Ltd
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Financial review

The company’s key financial performance indicators used by the Directors to assess the performance of the business are as follows:

| 2025 £ | 2024 £
Total Transactional Value (“TTV”) | 87,173,646 | 130,113,030
Turnover | 38,406,785 | 56,430,271
EBITDA | 23,240 | 4,599,454
Adjusted EBITDA | 361,733 | 4,054,050
Cash & Listed Investments | 11,175,066 | 14,513,950

2025 was a year of transition for Fruugo, and whilst TTV, Turnover and EBITDA fell, the business built momentum from a low point in February 2025 and exited the year with strong Year on Year growth. Notwithstanding this, Total Transaction Value (“TTV”) defined as the GBP value of items sold in the Fruugo marketplace net of VAT and other sales taxes, and after cancellations and returns, fell by 33% because 2025 included a full 12 months of trading following the changes we made to ensure compliance with new regulations, implemented part way through the 2024 financial year.

Turnover was £38,406,785, a decrease of 31.9% against the prior year (2024:​ £56,430,271) as the exercise to clean up the SKU and Retailer base in the second half of 2024 continued to impact as it set the baseline from which to start 2025. Whilst Fruugo generated sequential growth from February 2025, it was November 2025 before the business returned to Year on Year Growth.

Cost savings were implemented in FY25 to align the Company’s operating cost base to lower activity levels while maintaining critical capabilities. This included a reduction in average headcount (including contractors) from 189 in 2024 to 165 in 2025.

EBITDA represents profit before finance, tax, depreciation and amortisation. Adjusted EBITDA removes items not considered part of underlying trading being share based payment expenses and non-recurring items. Adjusted EBITDA is a non-GAAP metric used by management to provide meaningful and comparable analysis of trading results. Adjusted EBITDA, as explained more fully in note 6. Even with a 31.9% fall in Revenue, adjusted EBITDA was still positive at £361,733 (2024:​ £4,054,050) driven by the fall in activity during the year

Exceptional income of £2,184,731 was recognised in the year following release of provisions driven by a change in accouting estimate to reflect levels of claims experienced as data matured on actual claims rates. In the prior year, falling revenues resulted in the requirement for an impairment review and as a result, intangible assets in relation to the platform development costs were impaired resulting in a one off exceptional charge of £11,925,155. In 2025 the business had returned to Year on Year growth and exited the year on a strong trajectory, so no further impairment was required of intangible asset created in the year.

The operating profit after exceptional items was £1,203,724 (2024 : £11,226,693 loss) and the profit for the financial year was £1,378,617 (2024: £10,102,250 loss), demonstrating a stabilised position from 2024.

No dividends were proposed or paid in the year (2024: interim dividend of £30.20 per A Ordinary share totalling £6,104,145 was declared and paid).

The Company closed the year with £11,175,066 cash (2024: 14,513,950). The cash and cash equivalents balance of £11,175,066 includes £864,454 held on behalf of a third party. Net current liabilities were £7,767,912 (2024: £3,046,908 liabilities). Fruugo has been in a net current liability position throughout most of its existence reflecting the operating model and investment of working capital into the platform to support growth and compliance.

FRUUGO.COM LTD
Fruugo.com Ltd
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Principal risks and uncertainties

The Directors typically meet ten times a year at scheduled Board meetings, and more frequently depending on the needs of the business. The Directors use formal and informal meetings to evaluate strategic and operational risks and the processes to monitor, manage and mitigate these.

The principal risks to the business are:

- Increasing obligations on online marketplaces covering trader traceability, compliance-by-design and actions on illegal listings can increase compliance cost and risk of sanctions if not met and transfers more of the product related responsibilities from the seller to the marketplace. Fruugo monitors all new and proposed legislative changes and invests in systems, technology and processes to ensure ongoing compliance.

- Product safety and listing integrity, as non-compliant listings can harm consumers, drive chargebacks/returns, and create reputational and regulatory exposure. Fruugo employs AI/automated screening, targeted manual review for high-risk categories, and clear policies for retailer remediation designed to mitigate this risk.

- Changes in retailers behaviour, consumer demand, or the ways in which consumers search and shop for products. Fruugo’s proposition to shoppers, showing a diverse catalogue of available products from around the world, remains strong. This proposition is maintained and improved through investment into technology, front-​end website functionality, search optimisation, digital marketing, payment provider integrations and retailer recruitment;

- Global tax policy, including the Introduction of Marketplace VAT in more jurisdictions and the expected removal of the threshold for import duty being charged on low value imports (“LVI’s) and introduction of proposed handling fees in the European Union during 2026 will add inflationary pressure to the prices of many goods sold on the Fruugo marketplace. Any increases will impact all marketplaces equally levelling the playing field across all online retailers so will add to inflationary for all online marketplaces importing low value goods into the EU.

- Changes in the costs incurred to advertise products to shoppers through more competitive online search market. Fruugo manages this risk through on-​going investment into in-​house digital advertising expertise and diversification of advertising media;

- Changes in competitive behaviour and the threat of new entrants. Fruugo monitors competitor activity and behaviour, invests in user experience and uses its agile and global platform to react quickly to ensure its proposition remains competitive;

- Technology resilience and cyber risk as outages, data breaches, or payment disruptions can cause direct loss and reputational damage. Fruugo mitigates this risk through on-​going investment into IT infrastructure professionals, IT infrastructure resilience and security, back-​up procedures and third-​party system monitoring;

- IT and customer data protection, along with compliance with relevant data and payment regulation, mitigated by on-​going investment into compliance personnel, IT security and periodic assessment by third-​ party security experts.

Outlook

The Directors believe there is considerable opportunity to provide services to many additional retailers, and following removal of non-​compliant retailers, we are working to bring new Retailers to the platform whilst selling more products on behalf of our existing Retailers.

Whilst the taxation and regulatory landscape Fruugo trade in continues to develop, at the time of writing this report Fruugo have enjoyed 7 consecutive months of Year on Year growth in TTV and Revenues and plans are in place to continue to build.

To ensure the platform continues to be trusted by both consumers and retailers, the company has and will continue to proactively remove users who fail to meet the high standards required. The financial statements are prepared on a going concern basis, and the directors believe this to be appropriate for the reasons set out in note 1 to the financial statements.

FRUUGO.COM LTD
Fruugo.com Ltd
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Section 172 (1) statement

The Directors understand and appreciate their duty under Section 172 of the Companies Act 2006 to act in the way in which they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole.

In 2025, the Board’s most significant decision and related oversight was embedding the compliance remediation program initiated on 1 June 2024 including the removal of non-compliant products and (where necessary) the removal of certain retailers. The Board considered the short-term financial impact of these actions against the long-term benefits of maintaining platform trust, meeting evolving regulatory expectations for online marketplaces, and sustaining Fruugo’s ability to operate and grow across markets.

The Company’s on-​going engagement with stakeholders and consideration of their respective interests in its decision making process is described below.

Likely consequenses of long term decision making

The Board approves the Company’s Strategy, quarterly, annual, and longer-​term financial plan. The Strategy is designed to maintain a sustainable and profitable business with long-​term beneficial impact to the Company and its shareholders. The Board monitors the implementation of its strategic plan during the year through detailed reports on operating and financial performance and routine engagement and collaboration with its key stakeholders. Key decisions made in the year are set out in the Directors’ Report.

Employees

Our long-​term success is predicated on the commitment and contribution of our employees. We engage with our employees through company updates, conferences and surveys, promoting a culture of creativity and collaboration. The company promotes flexible working practices including remote and hybrid working, and also provide an Employee Assistance Program to provide mental health and wellbeing support. We provide training and support to our employees to ensure they have the necessary skills to perform their roles effectively, while also providing opportunities for career growth and development. We also aim to be a responsible employer in our approach to the pay and benefits employees receive.

Retailers

The Company acts as the commercial agent on behalf of the retailers using its marketplace platform. The retailers are our customers and are therefore fundamental to the successful operation of the business. Fruugo provides retailers with bespoke onboarding technology and resources, detailed monthly trading data, including potential areas for trading improvement, along with access to dedicated account management personnel. The Company also enables retailers to access their own 'commission dial' where they can choose to invest a higher proportion of their sales into lead generation with the aim of generating higher sales on the platform in future.

Fruugo provides retailers with clear expectations around standard of conduct, which are monitored across a variety of performance measures. If required, the Company takes preventative action where standards are not met, including retailer remediation plans, account suspension and account termination.

Shoppers

Shoppers use Fruugo to purchase goods directly from retailers using the Fruugo platform, gaining access to a large range of immediately available products, priced and presented in their local currency and language. Fruugo strives to ensure shoppers receive the best possible shopping experience, including purchasing through a safe and secure environment and with a robust returns policy to return products that do not meet their expectations.

The Board reviews surveys from shoppers, using the feedback to support decision-​making and investment into activities to improve the shopping experience.

Suppliers

We work with a wide range of suppliers and recognise the importance of these to daily operational performance and contribution towards achieving the Company’s long-​term goals. We are committed to working with suppliers who share our values and we seek to maintain strong and mutually beneficial relationships with them.

FRUUGO.COM LTD
Fruugo.com Ltd
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

Environment

Fruugo supports the UN Sustainable Development Agenda and strive to ensure that our activity sustains the long-​term growth of our customers, our company and our planet.

The Board recognises the need to combat climate change and minimise its impact, and is working with its energy and climate consultancy partner to create specific and measurable carbon reduction targets.

Approved by the board of directors and signed on behalf of the board:

Mr F M Gara
Director
15 July 2026
FRUUGO.COM LTD
Fruugo.com Ltd
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity is set out in the Strategic Report.

Results and dividends

The results for the year are set out on page 15.

2025 was a year of transition for Fruugo. As described in the strategic report, during June 2024 the Directors initiated actions to improve compliance with developing regulation affecting marketplaces. This involved removing non-​compliant products, removing retailers who were found to be selling non-​compliant products, and pausing retailer recruitment whilst relevant controls were improved. These tough but responsible decisions reduced the volume of transactions recorded by Fruugo and as a result, turnover decreased 31.9% against the prior year to £38,406,785 (2024:​ £56,430,271)

The directors are confident the actions taken in the period were required to give the business a strong and stable foundation for growth in future periods. The business built momentum from a low point in February 2025 and exited the year with strong Year on Year growth. Notwithstanding this, Revenues fell in the year because 2025 included a full 12 months of trading following the changes we made to ensure compliance with new regulations, implemented part way through the 2024 financial year.

Operating loss before exceptional items was £981,007 (2024 : £698,462 profit) driven by the fall in volumes.

Exceptional income of £2,184,731 was recognised in the year following release of provisions driven by a change in accouting estimate to reflect levels of claims experienced as data matured on actual claims rates. In the prior year an impairment charge of £11,925,155 was recognised and included as an exceptional charge at 31 December 2024.

Operating profit after exceptional items was £1,203,724 (2024: £11,226,693) and a total comprehensive profit for the year of £1,378,617 (2024: £10,102,250 loss).

No dividends were proposed or paid in the year (2024: interim dividend of £30.20 per A Ordinary share totalling £6,104,145 was declared and paid).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr D W Allonby
Mr D J Naylor
Mr R G McWilliam
Ms E C P Scott MBE
Mr A Thomas
Mr A White
Mr F M Gara
FRUUGO.COM LTD
Fruugo.com Ltd
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Financial instruments
Financial risk

The Financial risks faced by the Company are described below.

Liquidity risk

Liquidity risk is the risk of the company having insufficient cash flow to meet financial obligations. The Company finances its activities through cash, a negative working capital cycle and, from time to time, issuing equity. The Company has no debt facilities and therefore no financial covenants to comply with. Liquidity reduced during the year driven by reduced trading activity, and the Company had a cash balance at the year-​end of £11,175,066 (2024 : £14,513,950). The cash and cash equivalents balance of £11,175,066 includes £864,454 held on behalf of a third party.

Credit Risk

Credit risk primarily relates to trade receivables from payment processors responsible for handling payments from shoppers. This risk is deemed low due to authorisation of payment at the point of purchase and in-​house and third party fraud detection processes. Other credit risks include deposits held with payment processors (large, stable market leading institutions) and cash deposits held with financial institutions (high credit ratings, assigned by international credit rating agencies).

Foreign Exchange Risk

Fruugo’s model involves transactions where receipts from shoppers and settlement payments to retailers may be in different currencies. Adverse movements in foreign exchange rates between receipt of a sale and settlement to retailers could result in foreign exchange rate losses on transactions. Similarly, favourable movements in foreign exchange rates could result in foreign exchange rate gains on transactions.

Fruugo’s geographical diversity provides natural hedging of exchange rate risks and the company seeks to match same currency receipts and payments where possible. While the company does not currently undertake foreign currency hedging through the use of forward contracts, the need to do so is periodically reviewed.

Pricing Risk

Fruugo is not directly exposed to price increases from its retailers; in the main higher retailer prices lead to higher commission values and revenue. Pricing risk exists when products sold through Fruugo are expensive compared to alternative suppliers and therefore not shown to shoppers or purchased by shoppers searching for these items. Fruugo mitigates this risk through a diverse base of retailers and products, diverse geographical reach to shoppers (where different locations may exhibit price inelasticity), and providing feedback to retailers on their price positioning.

Reputational risk

Fruugo operates as an agent, acting on behalf of the retailers using its marketplace platform. Fruugo generates orders for these retailers, who are responsible for the items they list for sale on the platform, how they are described and how they are shipped to customers. Negative publicity or sentiment because of complaints about retailers selling on Fruugo or retailers materially breaching the intellectual property of third parties, could cause reputational or other damage to the Fruugo platform. Fruugo mitigates this risk through robust retailer and product listing evaluations, along with operating with a highly diversified retailer base and product catalogue.

Research and development

Fruugo continues to invest in research and development activities to support the development of its technology platform, websites and marketplace. Investment and innovation are central to Fruugo’s operations, strategic growth plans and proposition to retailers and shoppers. During the year, Fruugo incurred development expenditure of £5,187,440 (2024:​ £5,960,556) which has been capitalised in the period (included within intangible assets).

FRUUGO.COM LTD
Fruugo.com Ltd
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Going concern

The financial statements are prepared on a going concern basis. The directors believe this to be appropriate for the reasons set out below.

The conditions prevalent and referred to in last years annual report still prevail. Competitive Pressures, a strengthening of the Global Regulatory Environment, and developments in the Global tax landscape have affected the Company. Notwithstanding this, the Company has the scale to navigate new Regulations, and due to the nature of the Global online market, there is room for operators such as Fruugo to thrive.

Mid way through FY24 corrective action to stop Retailers listing products which would not comply with emerging regulation was taken which resulted in a decrease in Total Transaction Value (‘TTV’) and Revenue in FY25. Notwithstanding this the Company traded profitably in FY25, and entered FY26 with strong positive momentum.

The Company is an integral part of the group headed up by Parent Company Fruugo Plc. and therefore, the forecast of the Company is aligned to the forecasts of the Group.

A detailed financial forecast covering a period of at least 12 months from the date of approval of these financial statements has been prepared. These show TTV and revenues continue to improve driven by actions taken to attract and onboard new Retailers, combined with a seasonal uplift in Q4 which is a reliable expectation in online retail. Actions to onboard new retailers has redoubled, with increased investment in the China retailer recruitment team based in Shanghai, combined with significant investment in the Rest of World retailer recruitment team. Both teams are focusing on bringing new retailers with fresh product to join and complement the existing retailer base.

The Directors acknowledge the going concern of the Company continues to be reliant upon the ability to attract new retailers, list new products, absorb new regulations and global taxes into the operating model, and meet significant growth targets, or if targets are not met, the Company will need to reduce cost sufficiently on a timely basis, which is not guaranteed.

This indicates that a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and therefore they maybe unable to realise their assets and discharge their liabilities in the ordinary course of business.

The financial statements do not include the adjustments that would be necessary should the going concern basis of preparation no longer be appropriate.

Future developments

Further information regarding the future developments of the Company is contained in the strategic report, which forms part of this annual report.

Auditor

The auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

This section includes our mandatory reporting of energy and greenhouse gas emissions for the year ended 31

December 2025, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.

The Company's total UK and offshore energy usage, measured in accordance with Streamlined Energy and Carbon Reporting category guidance, was less than 40 MWh in the year ended 31 December 2025 and 2024. Consequently, Fruugo was a low energy user and exempt from disclosing energy and carbon data under the requirements of the Companies Act 2006 in the year.

FRUUGO.COM LTD
Fruugo.com Ltd
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Statement of disclosure to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

- so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

- the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Charitable and political donations

During the year the Company made charitable donations of £100 (2024: £nil). The Company made no political donations (2024:​ £nil).

Directors’ indemnity

Directors and officers of the Company are covered by Directors’ and Officers’ liability insurance.

Strategic report

As permitted by paragraph 1A of Schedule 7 to the Large and Medium-sized Companies (Accounts and Reports) Regulations 2008, certain notes which are required to be disclosed in the directors’ report have been omitted and are instead included within the Strategic Report.

Approved by the board of directors and signed on behalf of the board:
Mr R G McWilliam
Director
15 July 2026
FRUUGO.COM LTD
Fruugo.com Ltd
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

FRUUGO.COM LTD
Fruugo.com Ltd
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FRUUGO.COM LTD
- 11 -
Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Fruugo.com Ltd (“the Company”) for the year ended 31 December 2025 which comprise of the following:

Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Notes 1 to 28 to the financial statements
A summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Material uncertainty related to going concern

We draw attention to Note 1.2 to the financial statements, which indicates that the going concern of the Company is reliant on it attracting new retailers, listing new products, and meeting significant growth targets, or if targets are not met, the Company will need to reduce costs sufficiently on a timely basis which is not guaranteed. As stated in Note 1.2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be necessary if the Company were unable to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

FRUUGO.COM LTD
Fruugo.com Ltd
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FRUUGO.COM LTD
- 12 -

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of Directors’ remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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.

FRUUGO.COM LTD
Fruugo.com Ltd
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FRUUGO.COM LTD
- 13 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

- Our understanding of the Company and the industry in which it operates;

- Discussion with management and those charged with governance and in-house legal counsel; and

- Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations;

we considered the significant laws and regulations to be the applicable accounting framework, UK tax legislation and the Companies Act 2006.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the General Product Safety Regulations, the Omnibus Directive and the Digital Services Act & UK Online Safety bill.

Our procedures in respect of the above included:

- Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

- Review of correspondence with UK sales tax authorities for any instances of non-compliance with laws and regulations;

- Review of financial statement disclosures and agreeing to supporting documentation;

- Involvement of sales tax experts in the audit; and

- Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

- Obtaining an understanding of the Company’s policies and procedures relating to:

  - Detecting and responding to the risks of fraud; and

  - Internal controls established to mitigate risks related to fraud.

- Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

Based on our risk assessment, for the Group, we considered the areas most susceptible to fraud to be the capitalisation of internally generated intangible assets, inappropriate journals posted to revenue and unusual journal combinations.

FRUUGO.COM LTD
Fruugo.com Ltd
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FRUUGO.COM LTD
- 14 -

Our procedures in respect of the above included:

- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;

- Assessing significant estimates made by management for bias specifically around the capitalisation of internally generated intangible assets; and

- Defining a risk for unusual journals involving revenue and agreeing those journals to supporting documentation.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Stuart Wood (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
15 July 2026
Manchester
United Kingdom
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)
FRUUGO.COM LTD
Fruugo.com Ltd
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
Turnover
3
38,406,785
56,430,271
Cost of sales
(2,206,329)
(3,548,473)
Gross profit
36,200,456
52,881,798
Administrative expenses
(37,700,207)
(52,183,336)
Other operating income
518,744
-
0
Operating (loss)/profit before exceptional items
4
(981,007)
698,462
Exceptional items - impairment of intangible fixed assets
14
-
(11,925,155)
Exceptional items - reversal of provision
21
2,184,731
-
Operating profit/(loss) after exceptional items
4
1,203,724
(11,226,693)
____________________________________________________________________________________________
Exceptional items - impairment of intangible fixed assets
-
11,925,155
Exceptional items - reversal of provision
(2,184,731)
-
Depreciation
16
410,198
404,414
Amortisation
15
594,049
3,496,578
EBITDA
23,240
4,599,454
Non-recurring items
6
-
(392,462)
Share based payments
6
338,493
(152,942)
Adjusted EBITDA
361,733
4,054,050
____________________________________________________________________________________________
Interest receivable and similar income
9
163,955
462,677
Interest payable and similar expenses
10
(890)
(4,203)
Amounts written off investments
11
(9,004)
(1)
Profit/(loss) before taxation
1,357,785
(10,768,220)
Tax on profit/(loss)
12
20,832
665,970
Profit/(loss) for the financial year
1,378,617
(10,102,250)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

There is no other comprehensive income recognised in the current or prior year.

The notes on pages 18 to 39 form part of these financial statements.

FRUUGO.COM LTD
Fruugo.com Ltd
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 16 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
15
4,593,391
-
0
Tangible assets
16
853,072
1,204,802
Investments
17
92
899
5,446,555
1,205,701
Current assets
Debtors
19
2,808,354
2,793,005
Cash at bank and in hand
11,175,066
14,513,950
13,983,420
17,306,955
Creditors: amounts falling due within one year
20
(21,751,332)
(20,353,863)
Net current liabilities
(7,767,912)
(3,046,908)
Total assets less current liabilities
(2,321,357)
(1,841,207)
Provisions for liabilities
Provisions
21
(76,276)
(2,261,007)
(76,276)
(2,261,007)
Net liabilities
(2,397,633)
(4,102,214)
Capital and reserves
Called up share capital
26
2,033
2,033
Capital contribution reserve
25
583,673
257,709
Share option reserve
25
487,356
487,356
Profit and loss reserves
(3,470,695)
(4,849,312)
Total equity
(2,397,633)
(4,102,214)

The notes on pages 18 to 39 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 15 July 2026 and are signed on its behalf by:
Mr R G McWilliam
Director
Company Registration No. 06553460
FRUUGO.COM LTD
Fruugo.com Ltd
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
Share capital
Capital contribution reserve
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
2,033
-
0
1,519,213
10,325,226
11,846,472
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(10,102,250)
(10,102,250)
Dividends
13
-
-
-
(6,104,145)
(6,104,145)
Share based payment credit
26
-
0
257,709
-
-
0
257,709
Exercise of share options
25
-
-
(97,035)
97,035
-
Forfeiture of share options
25
-
-
(934,822)
934,822
-
Balance at 31 December 2024
2,033
257,709
487,356
(4,849,312)
(4,102,214)
Year ended 31 December 2025:
Profit and total comprehensive loss for the year
-
-
-
1,378,617
1,378,617
Share based payment credit
25
-
0
325,964
-
-
0
325,964
Balance at 31 December 2025
2,033
583,673
487,356
(3,470,695)
(2,397,633)

The notes on pages 18 to 39 form part of these financial statements.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
1
Accounting policies
General information

Fruugo.com Ltd is a private company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activity are set out in the Strategic Report.

1.1
Accounting convention

Basis of preparation of financial statements

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; and

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Exemption from preparing consolidated financial statements

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Fruugo.com Ltd is a wholly owned subsidiary of Fruugo Plc and the results of Fruugo.com Ltd are included in the consolidated financial statements of Fruugo Plc which are available from 13 Fountain Street, Ulverston, LA12 7EQ. Where required, equivalent disclosures are given in the group accounts of Fruugo Plc.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.2
Going concern

The financial statements are prepared on a going concern basis. The directors believe this to be appropriate for the reasons set out below.true

The conditions prevalent and referred to in last years annual report still prevail. Competitive Pressures, a strengthening of the Global Regulatory Environment, and developments in the Global tax landscape have affected the Company. Notwithstanding this, the Company has the scale to navigate new Regulations, and due to the nature of the Global online market, there is room for operators such as Fruugo to thrive.

Mid way through FY24 corrective action to stop Retailers listing products which would not comply with emerging regulation was taken which resulted in a decrease in Total Transaction Value (‘TTV’) and Revenue in FY25. Notwithstanding this the Company traded profitably in FY25, and entered FY26 with strong positive momentum.

The Company is an integral part of the group headed up by Parent Company Fruugo Plc. and therefore, the forecast of the Company is aligned to the forecasts of the Group. Q1 2026 Group TTV was up 55% YoY and continued to be profitable demonstrating good progress in the rebuilding phase.

A detailed financial forecast covering a period of at least 12 months from the date of approval of these financial statements has been prepared. These show TTV and revenues continue to improve driven by actions taken to attract and onboard new Retailers, combined with a seasonal uplift in Q4 which is a reliable expectation in online retail. Actions to onboard new retailers has redoubled, with increased investment in the China retailer recruitment team based in Shanghai, combined with significant investment in the Rest of World retailer recruitment team. Both teams are focusing on bringing new retailers with fresh product to join and complement the existing retailer base.

The Company closed the year with £11,175,066 cash (2024: £14,513,950). The cash and cash equivalents balance of £11,175,066 includes £864,454 held on behalf of a third party.

The Directors acknowledge the going concern of the Company continues to be reliant upon the ability to attract new retailers, list new products, absorb new regulations and global taxes into the operating model, and meet significant growth targets, or if targets are not met, the Company will need to reduce cost sufficiently on a timely basis, which is not guaranteed.

This indicates that a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and therefore they maybe unable to realise their assets and discharge their liabilities in the ordinary course of business.

The financial statements do not include the adjustments that would be necessary should the going concern basis of preparation no longer be appropriate.

1.3
Turnover

The Company acts as a commercial agent for retailers, enabling retailers and their customers to complete transactions, and earns commission and fees for this service. Commission and fees are invoiced to the retailer, excluding VAT, at the rate agreed with each retailer and are recognised at the point of sale.

Total transaction value (“TTV”) is the GBP value of items sold in the Fruugo marketplace within the applicable period, excluding VAT and net of refunds associated with cancelled transactions. TTV does not represent revenue earned by Fruugo and is driven by transactions in the Fruugo marketplace. However, as Fruugo’s turnover, cost of sales and marketing expenses depend significantly on the GBP value of items sold in the Fruugo marketplace, TTV is regarded as the key indicator of the success of retailers selling through Fruugo, the satisfaction of Fruugo shoppers, and the strength, scale and growth of the business.

1.4
Research and development expenditure

Research expenditure is written off against profits or loss in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.5
Intangible assets

Intangible assets are stated at cost less any accumulated amortisation and accumulated impairment losses.

Development costs that are directly attributable to the design and testing of identifiable websites, systems and software products controlled by the Company are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the website or software product such that it will be available for use;

- management intends to complete the website or software product and use or sell it;

- there is an ability to use or sell the website or software product;

- it can be determined how the website or software product will generate probable future economic benefits;

- adequate technical, financial and other resources to complete the development and to use or sell the website or software product are available; and

- the expenditure attributable to the website or software product during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software product, website or system include employee and contractor costs. Other development expenditure that does not meet these criteria, as well as ongoing maintenance and costs associated with routine upgrades and enhancements, are recognised as an expense as incurred. Development costs for software, websites and other systems are carried at cost less accumulated amortisation and are amortised over their estimated useful lives of five years, from the point in which they come into use.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
5 years straight line
Website development
5 years straight line
Domain names
3 years straight line
1.6
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.

Depreciation is provided on the following basis:

Land and buildings
5 years straight line
Plant and machinery
4-5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

T he gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of comprehensive income.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.7
Valuation of investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.10
Financial instruments (continued)
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in the statement of comprehensive income, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through the statement of comprehensive income, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.10
Financial instruments (continued)
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they approved by the board and are no longer at the discretion of the company.

Share capital represents the nominal value of the shares issued.

Share option reserve contains the cumulative charge for equity settled share option schemes which have not been exercised at the balance sheet date.

The capital contribution reserve represents the transfer of share option costs from the parent company where Fruugo.com Limited is the employer and primary recipient of the benefit of the employment of those staff.

Profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

1.12
Taxation

Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.12
Taxation (continued)
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and Development Expenditure Credits (RDEC)

Research and Development Expenditure Credits ("RDEC") are recognised in accordance with Section 24 of FRS 102, Government Grants.

RDEC income is recognised when there is reasonable assurance that the Company has complied with the conditions attaching to the credit and that the credit will be received. The credit is recognised on a systematic basis over the periods in which the related qualifying research and development expenditure is recognised as an expense.

RDEC income is presented within other operating income in the Statement of Comprehensive Income and is recognised in the accounting period in which the qualifying expenditure is incurred.

1.13
Customer claims provisions

The Group recognises a provision for customer claims in respect of potential refunds that may be made to buyers using the platform in the future. This provision is established based on a reliable estimate of the amount required to settle the present obligation arising from past sales to buyers in accordance with FRS 102 requirements.

The provision for customer claims is reviewed annually and adjusted to reflect any changes in the circumstances or assumptions used in calculating the provision. The estimate of the provision is based on historical data, trends, and management's judgment, taking into account the company's past experience of customer claims and refund rates.

Any changes in the provision are recognised in the income statement in the period in which they arise. The provision is utilised when a refund is made, and any unused provision is released back to the income statement if it is no longer required.

1.14
Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 25 -
1.15
Payroll expense and related contributions

The Company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans. Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

1.16
Share-based payments

The company is subject to a number of share based payment transactions.

The share options are equity settled. The options have been fair valued excluding implied exit probabilities; at each reporting period end the Directors make an assessment of the likelihood of a range or exit routes, including implied probabilities, dates and values for each, and apply this to the outstanding share options yet to be exercised.

Where share options are awarded to employees, the fair value of the options are the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.

The share based payments are over the Parent Company's shares (being Fruugo PLC, during the year). Where options are issued by one group entity for settlement in its own shares, and these options are granted to employees of a subsidiary, the entity granting the options recognises the value in the share option reserve in the Statement of Changes in Equity and the subsidiary recognises the share based payment expense in the Income Statement.

National insurance contributions ("NICs") on share options

To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any NICs has been made based on the prevailing rate of NI using the share price at the balance sheet date. The provision is accrued over the performance period attached to the award, with any post vesting movement in value recognised in that year.

1.17
Operating leases: the Company as lessee

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 26 -
1.18
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19
Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.

1.20

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

1.21

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of tangible and intangible assets

Determine whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.

Capitalisation of intangible assets

Development costs are capitalised when the Company can demonstrate the technical feasibility and commercial viability of the asset, its ability to use the asset, how the asset will generate future economic benefits and that the costs can be reliably measured. Management’s judgement is applied in determining which costs meet the criteria for capitalisation, including estimates of the amount of time spent by employees on work directly attributable to enhancing the Company’s platform. Development costs for software, websites and systems are carried at cost less accumulated amortisation and are amortised over their estimated useful lives of five years.

Share options

The Company is subject to a number of share-based payment transactions. These options have been fair valued excluding implied exit probabilities; at each reporting period end the Directors make an assessment of the likelihood of a range of exit routes, including implied probabilities, dates and values for each, and apply this to the outstanding share options yet to be exercised. The share-based payment expense included in the Income Statement is then adjusted to reflect the straight-line expensing of the underlying fair value through to expected exit, with suitable catch-up expense for earlier years where appropriate.

It is notable that the Directors do not use the benefit of hindsight when performing their judgements.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 28 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives

Tangible and i ntangible fixed assets are depreciated or amortised over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Deferred tax

The Company makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. The Company recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits.

Customer claims provision

The Company recognises a provision for customer claims in respect of potential refunds that may be made to buyers using the platform in the future. Management make the provision based on historical data, trends, and judgement, taking into account the company's past experience of custo m er claims and refund rates.

3
Turnover

All turnover is attributable to the principal activity of the Company.

2025
2024
£
£
Turnover analysed by class of business
Multilingual online marketplace
38,406,785
56,430,271
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
2,522,564
3,855,869
Rest of Europe
30,284,393
44,436,296
Rest of the World
5,599,828
8,138,106
38,406,785
56,430,271

There are no customers whose revenue contributed to more than 10% of total revenue (2024 - none).

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging:
£
£
Exchange losses
222,527
427,056
Research and development expenditure credit
(518,744)
-
Depreciation - leasehold improvements
4,940
10,048
Depreciation - owned asset
405,258
394,366
(Profit)/loss on disposal of tangible fixed assets
(984)
2,462
Amortisation of intangible assets
594,049
3,496,578
Impairment of intangible assets
-
0
11,925,155
Share-based payments
325,964
257,709
Exceptional item - reversal of impairment
(2,184,731)
-
Operating lease charges
81,113
99,989
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
97,525
125,520
FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
6
Adjusted EBITDA
The Company uses an alternative performance measure to asses business performance and provide additional useful information to shareholders about performance of the Company.
Adjusted EBITDA:
EBITDA is earnings before interest, tax, depreciation and amortisation. Adjusted EBITDA adjusts EBITDA for items not considered part of underlying trading, including share based payments and non-recurring items.
2025
2024
£
£
Operating loss for the year after exceptional items
1,203,724
(11,226,693)
Exceptional items - impairment of intangible fixed assets
-
11,925,155
Exceptional items - reversal of provision (see note 21)
(2,184,731)
-
Depreciation and amortisation
1,004,247
3,900,992
23,240
4,599,454
Non-recurring items
-
(392,462)
Share-based payments (including national insurance contribution cost and movement in liability)
338,493
(152,942)
Adjusted EBITDA
361,733
4,054,050
Share based payments charges are added back as they do not represent the underlying trade of the Company. This is made up of a share based payment expense of £325,964 (2024 - £257,709) adjusted for the movement of the national insurance contribution liability accrual on these of £12,529 increase (2024 - £410,651 decrease).
Non-recurring items are deducted in order to arrive at a comparable figure representing the underlying trade of the Company for the users of the financial statements.
2025
2024
£
£
Non-recurring items:
VAT recovered in respect of prior years
-
(392,462)
-
392,462
VAT
Following the Company's reassessment of VAT treatment on certain transactions in 2024, it recognised a new VAT asset, receivable from HMRC. The Company adjusted for these amounts as 'non-recurring items' in computing adjusted EBITDA as this is a non-recurring scenario which has since been rectified.
FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
7
Employees

The average monthly number of employees, including the Directors, employed by the company during the year was:

2025
2024
Number
Number
Directors
7
7
Administrative staff
158
182
Total
165
189

Staff costs, including Directors' remuneration, were as follows:

2025
2024
£
£
Wages and salaries
8,192,920
9,008,584
Social security costs
1,027,129
550,213
Pension
138,808
146,572
Share based payment
325,964
257,709
Total
9,684,821
9,963,078

Included in the above is total employee costs of £4,229,458 (2024: £3,794,162) which have been capitalised as development costs, as disclosed in note 15.

8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
686,307
893,499
Company pension contributions to defined contribution schemes
2,642
2,862
688,949
896,361
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
203,000
180,250
FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Directors' remuneration
(Continued)
- 32 -

The emoluments of 7 Directors (202 4: 7) were borne by the Company during the year. The aggregate emoluments of these Directors was £686,306 (2024: £893,499) excluding social security costs of £94,558 (2024: £115,392).

The directors of the company are considered to be the key management personnel who together have the authority and responsibility for planning and controlling the activities of the company.

9
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
13,217
160,280
Other income from investments
Dividends received
150,738
302,397
Total income
163,955
462,677
10
Interest payable and similar expenses
2025
2024
£
£
Interest
890
4,203
11
Amounts written off investments
2025
2024
£
£
Loss on disposal of fixed asset investments
(9,004)
(1)

On the 27 November 2025 Fruugo.com Korea Limited was terminated. Therefore, this subsidiary has been disposed of in the year and a loss has been recognised.

On the 29 July 2024 Fruugo.com, Inc was terminated. Therefore, this subsidiary was disposed of in the year and a loss was recognised.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
12
Taxation
2025
2024
£
£
Current tax
UK corporation tax on losses for the current period
98,561
(352,881)
Adjustments in respect of prior periods
(119,393)
-
0
Total current tax
(20,832)
(352,881)
Deferred tax
Origination and reversal of timing differences
-
0
(320,546)
Adjustment in respect of prior periods
-
0
7,457
Total deferred tax
-
0
(313,089)
Total tax credit
(20,832)
(665,970)

The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
1,357,785
(10,768,220)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
339,446
(2,692,055)
Tax effect of expenses that are not deductible in determining taxable profit/(loss)
3,725
2,296
Change in unrecognised deferred tax assets
(637,872)
2,080,092
Adjustments in respect of prior years
(119,393)
7,457
Group relief
218,884
5,985
Capital allowances
886
1,255
Research and development tax credit
129,686
(111,439)
Other non-reversing timing differences
(37,685)
(75,599)
Share based payment charge
81,491
116,038
Taxation credit
(20,832)
(665,970)

The UK corporation tax rate was 25% throughout the year.

Deferred tax balances are recognised at a rate of 25% in the current and prior year.

The company has carried forward tax losses of £6,962,736 (2024 - £8,639,603) which are available to offset taxable profits in future years. A deferred tax asset of £579,810 (2024 - £79,809) has been recognised in respect of losses of £2,319,240. Unrecognised losses tota l £4,643,496 (2024 - £8,320,367) which would result in an additional deferred tax asset of £1,160,874 (2024 - £2,080,091) if recognised. The losses do not have an expiry date.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
13
Dividends
2025
2024
£
£
Interim paid
-
0
6,104,145

No interim dividend was declared and paid during the year (2024: £30.20 per A ordinary share, totalling £6,104,145) and no final dividend is proposed.

14
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Intangible assets
15
-
0
11,925,155
Recognised in:
Administrative expenses
-
11,925,155
15
Intangible fixed assets
Development costs
Website development
Domain names
Total
£
£
£
£
Cost
At 1 January 2025
23,035,662
10,101
4,734
23,050,497
Additions - internally generated
5,187,440
-
0
-
0
5,187,440
At 31 December 2025
28,223,102
10,101
4,734
28,237,937
Amortisation and impairment
At 1 January 2025
23,035,662
10,101
4,734
23,050,497
Charge for the year
594,049
-
0
-
0
594,049
At 31 December 2025
23,629,711
10,101
4,734
23,644,546
Carrying amount
At 31 December 2025
4,593,391
-
0
-
0
4,593,391
At 31 December 2024
-
0
-
0
-
0
-
0

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
16
Tangible fixed assets
Land and buildings
Plant and machinery
Total
£
£
£
Cost
At 1 January 2025
75,172
2,129,245
2,204,417
Additions
-
0
58,468
58,468
Disposals
-
0
(2,768)
(2,768)
At 31 December 2025
75,172
2,184,945
2,260,117
Depreciation and impairment
At 1 January 2025
68,959
930,656
999,615
Charge for the year
4,940
405,258
410,198
Eliminated in respect of disposals
-
0
(2,768)
(2,768)
At 31 December 2025
73,899
1,333,146
1,407,045
Carrying amount
At 31 December 2025
1,273
851,799
853,072
At 31 December 2024
6,213
1,198,589
1,204,802
17
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
18
92
899
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
899
Disposals
(807)
At 31 December 2025
92
Carrying amount
At 31 December 2025
92
At 31 December 2024
899

On the 27 November 2025 Fruugo.com Korea Limited was terminated. Therefore, this subsidiary has been disposed of in the year and a loss has been recognised.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
18
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Fruugo (Ireland) Limited
Ireland (1)
Online marketplace
Ordinary
100.00
Fruugo.com Korea Limited (dissolved 27 November 2025)
South Korea (2)
Online marketplace
Ordinary
100.00

The registered office addresses of the subsidiaries are:

(1) Ground Floor, 71 Lower Baggot Street, Dublin 2, Ireland.

(2) Development Korea 01 Limited (Hanol Tower), 96 Jong-Ro, Jongno-Gu, Seoul, South Korea, 03190

19
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
773,064
352,881
Amounts owed by group undertakings
-
0
1,500
Other debtors
1,495,552
1,707,961
Prepayments and accrued income
539,738
730,663
2,808,354
2,793,005

Corporation tax recoverable includes amounts due in respect of RDEC claims.

20
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
3,374,123
2,812,111
Amounts owed to group undertakings
4,232,461
2,960,353
Taxation and social security
2,507,657
2,427,862
Amounts owed to merchants
9,624,807
11,387,920
Other creditors
1,014,926
66,711
Accruals and deferred income
997,358
698,906
21,751,332
20,353,863

The amounts owed to group undertakings are interest free and repayable on demand.

21
Provisions for liabilities
2025
2024
£
£
Customer claims provision
76,276
2,261,007
FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Provisions for liabilities
(Continued)
- 37 -

The Group and Company recognises a provision for customer claims in respect of potential refunds that may be made to buyers using the platform in the future. Management make the provision based on historical data, trends, and judgement, taking into account the company's past experience of customer claims and refund rates.

A change in accouting estimate to reflect levels of claims experienced as data matured on actual claim rates resulted in a release of this provision and exceptional income of £2,184,731 was recognised in the year (2024 : £nil).

Movements on provisions:
Customer claims provision
£
At 1 January 2025
2,261,007
Reversal of provision treated as an exceptional item
(2,184,731)
At 31 December 2025
76,276
22
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
11,200
-
0
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Accelerated capital allowances
783,721
299,152
-
-
Tax losses
-
-
579,810
79,809
Share based payments
-
-
186,266
186,266
Provisions
-
-
17,645
33,077
783,721
299,152
783,721
299,152
The deferred tax liability has increased by the same amount as the deferred tax asset and therefore the net impact to the statement of comprehensive income is nil.
FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 38 -
24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to the statement of comprehensive income in respect of defined contribution schemes
138,808
146,572

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions total l ing £24,745 (2024: £32,793) comprising one month's employers and employees contributions were payable to the fund at the reporting date and are included in other creditors.

25
Share-based payment transactions

During the year no employees of the Company exercised share options, resulting in the allotment of no ordinary shares in the parent, Fruugo Plc (2024: £78,600). As a result of the exercise, the corresponding share based payment charge of £nil (2024: £97,035) has been transferred from the share options reserve to the profit or loss reserve.

Additionally, no employees with vested options left the Company, the corresponding share based payment charge of £nil (2024: 934,822) has been transferred from the share options reserve to the profit or loss reserve.

Total expenses of £325,964 (2024: £257,709) relating to equity settled share based payment transactions were recognised in the year. This was the aggregate of an expense of £334,581 and an expense reversal of £8,617 in respect of unvested awards forfeit by leavers in the year.

The fair value expense relates to options granted to employees of the company but are for issue of shares in Fruugo PLC, the company's immediate and ultimate parent; accordingly the company has taken advantage of the disclosure exemptions under FRS 101 to not present this information.

26
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
202,124
202,124
2,021
2,021
Ordinary B shares of 0.01p each
124,725
124,725
12
12
326,849
326,849
2,033
2,033

Ordinary B shares do not have voting rights attached to them.

27
Related party transactions

During the year, £48,000 (202 4 - £48,000) of rent was charged to Fruugo.com L td by Dominic William Damien Allonby and his wife, EM Allonby (deemed to be acting in concert) for the use of office and residential space used by the Company.

FRUUGO.COM LTD
Fruugo.com Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 39 -
28
Ultimate controlling party

The C ompany is a wholly owned subsidiary of Fruugo Plc. Fruugo Plc is the immediate and ultimate parent C ompany, and the smallest and largest C ompany that consolidates Fruugo.com Ltd into its financial statements. Copies of its consolidated financial statements can be obtained from its registered office: 13 Fountain Street, Ulverston, Cumbria, LA12 7EQ.

There is not considered to be one controlling party of Fruugo Plc as no one shareholder owns >50% of the voting shares (ordinary shares).

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