The directors present the strategic report for the year ended 31 December 2025.
The principal activity of the Company is to be the holding company for its direct subsidiary Fruugo.com Ltd and its indirect subsidiaries Fruugo (Ireland) Limited.
The principal activity of the Group is the operation of an e-commerce marketplace. The Group uses proprietary technology and digital marketing expertise to match retail supply with worldwide consumer demand. For the year ended 31 December 2025 retailers listed an average of 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, and by 31 December 2025 there were 4,316 (2024: 4,200) active accounts on the Fruugo marketplace.
The Group’s mission is to enable retailers to sell anything to anyone, anywhere. Fruugo achieves this through application of proprietary 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;
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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.
The Group'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”) | 95,435,509 | 133,138,922 |
Turnover | 39,692,018 | 56,426,571 |
EBITDA profit | 899,838 | 4,937,844 |
Adjusted EBITDA | 1,238,331 | 4,392,440 |
Cash & Listed Investments | 11,334,706 | 14,679,064 |
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 28.3% 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 £39,692,018, a decrease of 29.7% against the prior year (2024 : £56,426,571) 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 Group’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 and is explained more fully in note 5. Even with a 29.7% fall in Revenue, adjusted EBITDA was still positive at £1,238,331 (2024 : £4,392,440) driven by the fall in activity during the year.
Exceptional income of £2,167,735 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 £2,063,326 (2024 : £10,888,303 loss), the profit for the financial year was £2,244,473 (2024 : £9,763,962 loss), and the retained profit for the year after currency translation differences was £2,275,360 (2024 : £9,774,988 loss) demonstrating a stabilised position from 2024.
No dividends were proposed or paid in the year (2024 : interim dividend of £0.30 per A Ordinary share totalling £6,092,616 was declared and paid).
The Group closed the year with £11,334,706 cash (2024 : £14,679,064). The cash and cash equivalents balance of £11,334,706 includes £864,454 held on behalf of a third party. Net current liabilities were £6,421,999 (2024 : £2,613,927 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.
The group reported net liabilities of £1,068,808 (2024 : £3,670,132 liabilities) and the position stabilised following the fall reported in 2024.
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.
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.
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.
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Likely consequences 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.
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:
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 16.
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 product, removing retailers who were found to be selling non-compliant product, 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 29.7% against the prior year to £39,692,018 (2024 : £56,426,571).
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 £104,409 (2024 : £1,036,852 profit) driven by the fall in volumes.
Exceptional income of £2,167,735 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 excpetional items was £2,063,326 (2024 : £10,888,303 loss) and a total comprehensive profit for the year of £2,275,360 (2025 : £9,774,988 loss).
No dividends were proposed or paid in the year (2024 : interim dividend of £0.30 per A Ordinary share totalling £6,092,616 was declared and paid).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Financial risks faced by the Group are described below.
Liquidity risk is the risk of the group having insufficient cash flow to meet financial obligations. The Group finances its activities through cash, a negative working capital cycle and, from time to time, issuing equity. The Group has no debt facilities and therefore no financial covenants to comply with. Liquidity reduced during the year driven by reduced trading activity, and the Group had a cash balance at the year-end of £11,334,706 (2024 : £14,679,064). |
The cash and cash equivalents balance of £11,334,706 includes £864,454 held on behalf of a third party.
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).
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.
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.
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.
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).
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 Group. Notwithstanding this, the Group 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 2024 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 2025. Notwithstanding this the Group traded profitably in 2025, and entered 2026 with strong positive momentum.
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 Group and 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 Group and 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 Group and 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 Company is a holding entity and as such the going concern status is dependent on the Group, therefore the going concern assessment for the Company was performed as part of the Group’s assessment. The Company relies upon it's subsidiaries for cash flow and the material uncertainty in Fruugo plc is driven by the underlying position of the Trading Subsidiaries.
The financial statements do not include the adjustments that would be necessary should the going concern basis of preparation no longer be appropriate.
Further information regarding the future developments of the Group is contained in the strategic report, which forms part of this annual report.
The auditor, BDO LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 Group'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.
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 and Groups (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.
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s profit and the Group’s cash flows for the year then ended;
the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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Basis for opinion
Material uncertainty related to going concern
We draw attention to Note 1.3 to the financial statements, which indicates that the going concern of the Group and Company is reliant on it attracting new retailers, listing new products, and meeting significant growth targets, or if targets are not met, the Group and Company will need to reduce costs sufficiently on a timely basis, which is not guaranteed. As stated in Note 1.3, these events or conditions, along with other matters as set forth in Note 1.3 indicate that a material uncertainty exists that may cast significant doubt on the Group and Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be necessary if the Group and the Parent 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.
Other information
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 Group and the Parent 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company 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.
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. For the Parent Company, we considered the area most susceptible to fraud to be the management recharges.
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;
Defining a risk for unusual journals involving revenue and agreeing those journals to supporting documentation; and
Recalculating the recharge between the Parent Company and it’s subsidiary with respect to expenditure incurred in the year.
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 Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 22 to 47 form part of these financial statements.
The notes on pages 22 to 47 form part of these financial statements.
The notes on pages 22 to 47 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £516 (2024 - £6,104,455 profit).
The notes on pages 22 to 47 form part of these financial statements.
The notes on pages 22 to 47 form part of these financial statements.
The notes on pages 22 to 47 form part of these financial statements.
Fruugo Plc (the 'company') is a public limited company domiciled and 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.
The group consists of Fruugo Plc and all of its subsidiaries.
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 amounts in these financial statements are rounded to the nearest £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
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.
The consolidated group financial statements consist of the financial statements of the parent company Fruugo Plc together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The Group applied the principles of merger accounting in consolidating the results, as Fruugo Plc was only incorporated on 13 August 2021 and control of Fruugo.com Ltd was acquired by Fruugo Plc via a share-for-share exchange on 16 September 2021. Merger accounting requires that the results of the Group are presented as if the Group has always been in its present form, and does not require a re-evaluation of fair values as at the point of acquisition. Accordingly, as a result of this merger accounting a merger reserve is recognised within equity which represents the difference between the nominal value of the shares issued and the retained profits recognised by the acquired Group as at 16 September 2021.
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 Group. Notwithstanding this, the Group 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 2024 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 2025. Notwithstanding this the Group traded profitably in 2025, and entered 2026 with strong positive momentum. Q1 2026 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 £11,334,706 cash (2024: £14,679,064). The cash and cash equivalents balance of £11,334,706 includes £864,454 held on behalf of a third party.
The Directors acknowledge the going concern of the Group and 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 Group and 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 Group and 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 Company is a holding entity and as such the going concern status is dependent on the Group, therefore the going concern assessment for the Company was performed as part of the Group’s assessment. The Company relies upon it's subsidiaries for cash flow and the material uncertainty in Fruugo plc is driven by the underlying position of the Trading Subsidiaries.
The financial statements do not include the adjustments that would be necessary should the going concern basis of preparation no longer be appropriate.
The Group acts as a commercial agent for retailers, enabling retailers and their customers to complete transactions, and earns commission and fees for this service. Turnover comprises commission and fees invoiceable to retailers using the Fruugo platform, excluding VAT where appropriate, and is 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 and cost of sales and marketing expenses depend significantly on the GBP value of items sold in the Fruugo marketplace, TTV is regarded as a key performance indicator of the success of retailers selling through the Group, the satisfaction of Fruugo shoppers, and the strength, scale and growth of the business.
Research expenditure is written off against profit 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.
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.
The 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 recognised in the statement of comprehensive income.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group 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.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
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, 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.
Financial assets, other than those held at fair value through profit and loss, 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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its 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 payments 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. Amounts 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
Share capital represents the nominal value of the shares issued.
Foreign exchange reserve relates to the exchange differences arises on the translation of the foreign subsidiary.
Merger reserve represents the carrying value of the investment in the subsidiary undertaking at the point of the share for share exchange.
Share option reserve contains the cumulative charge for equity settled share option schemes which have not been exercised at the balance sheet date.
Profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
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.
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 if, and only if, there is 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.
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.
The Group 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.
The group is subject to a number of share based payment transactions.
The share options are equity settled; the information regarding the number of options and vesting periods are shown in note 24.
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.
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.
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 group 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 ("NIC") 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 NIC 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.
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'.
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.
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.
In the application of the Group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
Development costs are capitalised when the Group 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 Group’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.
The Group 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.
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.
Tangible and intangible 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.
The Group makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. The Group recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits.
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. 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.
There are no customers whose revenue contributed to more than 10% of total revenue (2024 - none).
The average monthly number of employees, including the directors, employed by the group and company during the year was:
Staff costs, including Directors' remuneration, were as follows:
Included in the above is total employee costs for the Group of £4,229,458 (2024 - £3,794,162) which have been capitalised as development costs, as disclosed in note 15.
Details of the share based payment charge is included in note 24. Forfeitures in the prior year have been accounted for as a reversal against retained earnings, as has the charge related to any exercised options. The group is also liable for national insurance contributions on certain share options with a debit of £25,866 (2024 - £410,651 credit) being realised in the profit and loss account as outlined in note 5.
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.
In the prior year on the 29 July 2024 Fruugo.com, Inc was terminated. Therefore, this subsidiary was disposed of in the year and a loss was recognised.
During the year two directors (2024 - three directors) provided qualifying services for which they participated in the group's share option scheme, from which they will be entitled to receive shares.
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:
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 Group 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 total £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.
No interim dividend was proposed or paid in the year (2024 - £0.30 per A Ordinary share).
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised exceptionals items - impairment of intangible fixed assets in the statement of comprehensive income.
Details of the company's subsidiaries at 31 December 2025 are as follows:
(1) Ground Floor, 71 Lower Baggot Street, Dublin 2, Ireland.
(2) 13 Fountain Street, Ulverston, Cumbria, LA12 7EQ.
Corporation tax recoverable includes amounts due in respect of RDEC claims.
The amounts owed by group undertakings to the Company are interest free and repayable on demand.
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. Management make the provision based on historical data, trends, and judgment, taking into account the Group'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 £2,167,735 was recognised in the year (2024: £nil).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Contributions totalling £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.
The options outstanding at 31 December 2025 had an exercise price ranging from £0.01 to £2.45, and a remaining contractual life of 1 - 10 years.
During the year, options were granted on 1 March 2025, 3 March 2025, 10 March 2025 and 13 March 2025. The total fair value of the options on the measurement date was £592,144.
Under the Group's equity settled share options schemes, individuals hold rights over ordinary shares in Fruugo Plc of £0.01 each. In the year, no share options were exercised (2024 - 78,600) at a weighted average exercise price of £nil (2024 - £0.13). Each share option issued was over 100 shares in Fruugo Plc. There are a mixture of EMI and non EMI schemes. There is a maximum term of 10 years and vesting conditions are linked to exit routes and changes in control of Fruugo Plc.
The equity settled share options have been fair valued at the grant date using the Black Scholes method. For the grants in the year, the key input to each model is the exercise price compared to the share price at grant date, as a number of options are issued at a discount to the market value at that date; the weighted average exercise price is £2.21 per share. Volatility of 54.93%, 55.07% and 55.11% has been used to reflect the time value for the share options. It is assumed that historic market volatility is reflective of future expectations. Across all share options, the majority of the fair value expensed to the Statement of Comprehensive Income represents the inherent value in the options, arising from the discount to market value.
At each year end the Directors perform an assessment of the likelihood of a number of qualifying exercise opportunities, and recognise an expense accordingly.
The company’s share capital consists of two classes of shares: A and B ordinary shares, B shares have no voting rights.
During the year, nil (2024 78,600) ordinary shares were issued, with nominal value of nil (2024 - £0.01) each, at a price of nil (2024 - £0.1273). This has resulted in nil (2024 - £9,220) being recognised in share premium.
The foreign exchange reserve relates to the exchange differences arising on the translation of the foreign subsidiary.
The merger reserve represents the carrying value of the investment in the subsidiary undertaking at the point of the share for share exchange.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the year, £48,000 (2024 - £48,000) of rent was charged to Fruugo.com Ltd by D W M Allonby and his spouse, E M Allonby (deemed to be acting in concert) for the use of office and residential space used by the Company and Group.