REGISTERED NUMBER: 12586194 (England and Wales)

EMERGE ECOMMERCE LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr M S Bigley

Mr R G Harris

REGISTERED OFFICE:

C73 Shelton Boulevard

Stoke on Trent

Staffordshire

ST1 5GQ

REGISTERED NUMBER:

12586194 (England and Wales)

AUDITORS:

Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The Group continued to make strong progress during 2025 in delivering its long-term strategic objectives, further strengthening its position as an integrated global supply chain management provider. Our strategy remains focused on delivering value added services across the entire supply chain, from production through to final delivery, through a fully integrated 5PL operating model.

For the year ended 2025, the Group generated adjusted EBITDA of £5.2 million after adjusting for eorganisation costs and strategic investments undertaken during the year. These investments included the development of partnerships with several high growth FMCG brands, enhancing the Group's procurement, sales support and supply chain capabilities. Together, these initiatives have broadened the Group's service offering and strengthened its ability to deliver integrated supply chain solutions for customers operating in increasingly complex global markets.

During the year, the Group made significant strategic progress across its operations, including:

- Continued expansion of the regional freight forwarding network across the UK and China, strengthening global air, sea and road freight capabilities.

- Further development of the UK warehousing estate, increasing capacity and enhancing integrated B2B, D2C and returns management services.

- Modernisation of the road transport fleet through the introduction of more energy-efficient vehicles, improving operational efficiency while supporting the Group's environmental objectives.

- Ongoing investment in warehouse automation, systems integration and artificial intelligence to improve productivity, enhance customer service and provide a scalable platform for future growth.

- Continued delivery of the Group's Environmental, Social and Governance ("ESG") strategy. Through its partnership with Carbon Neutral Britain, the Group remains carbon neutral while progressing initiatives including electric vehicles, solar energy generation, rainwater harvesting, cycle-to-work schemes and hybrid working practices.

- Continued support for local communities through the Emerge Connected initiative, providing financial assistance and practical support to projects and charities that are important to our employees and the communities in which we operate.

Our people remain at the heart of the Group's success. During the year, we further strengthened our Finance, Sales and Operations teams, enhancing the infrastructure required to support continued growth. The Board recognises that the knowledge, expertise and commitment of our employees are fundamental to the successful delivery of our strategy and remains committed to developing talent, creating opportunities for progression and attracting high calibre individuals to the business.

The Group also enhanced its funding capacity through its long-standing relationships with Arbuthnot Bank and Beechbrook Capital. These facilities provide the financial flexibility to continue investing in strategic initiatives, support organic growth and pursue opportunities that further strengthen the Group's integrated supply chain platform.

The Board remains confident in the Group's long-term strategy and believes the investments made during 2025 have established a strong foundation for continued sustainable growth, enabling the business to deliver increasing value for customers, employees and shareholders.

REVIEW OF BUSINESS

The directors present the combined annual results of the consolidated group below:

Performance of the business for the year

2025

2024

£

£

Turnover

67,943

51,515

Profit before tax

(1,608

)

356

Add back net interest

1,922

1,151

Consolidated operating profit

314

1,507

Add back amortisation

1,984

1,258

Add Back depreciation

963

900

Add back exceptional items included administrative expenses *

1,937

728

Consolidated EBITDA before exceptional items

5,198

4,394

Consolidated EBITDA before exceptional items margin

7.7%

8.5%

* Exceptional items include one-off costs in relation to restructuring, personnel cost and premises dilapidation costs.

Cash generated from operations

5,149

1,375

Cash conversion ratio

99.1%

31.2%

Trade debtors

9,115

9,068

Lock up days at year end

58.4 Days

64.2 Days

Net group borrowing

Senior debt

11,497

11,200

Finance lease liabilities

763

929

Less: Cash at bank

(1,973

)

(4,566

)

Net third party borrowings

10,287

7,563

Loan notes and credit vendor loans

12,515

12,974

Net indebtedness

22,802

20,537

The directors are encouraged by the results of the KPIs above which exceed initial budgets and they are confident that growth will continue during the next financial year.

ON BEHALF OF THE BOARD:

Mr M S Bigley - Director

3 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 93,019 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr M S Bigley

Mr R G Harris

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M S Bigley - Director

3 August 2026

Opinion

We have audited the financial statements of Emerge Ecommerce Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss 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.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, its group and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which include:

-Enquire of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

-Reviewing minutes of meetings of those charged with governance;

-Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

-Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

-Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher then for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Subsequent Events - US-Iran Conflict

Subsequent to 31st December 2025, the escalation of the conflict between the United States and Iran has led to increased volatility in international shipping, energy markets, and global supply chains. While the conflict did not exist as of 31st December 2025 and therefore does not require adjustment to the financial statements for the year then ended, the company is actively assessing its operational exposures. The potential impacts include, but are not limited to, fluctuations in raw material costs, potential disruptions in overseas operations, and volatility in energy prices. At this time, a reasonable estimate of the financial effect on the company's future results of operations and financial position cannot be made, although management does not believe the event poses a threat to the company's ability to continue as a going concern.

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 a Report of the Auditors 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.

Neil Smith FCA (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

12 August 2026

TURNOVER

67,942,885

51,507,369

Cost of sales

48,122,074

37,802,007

GROSS PROFIT

19,820,811

13,705,362

Administrative expenses

19,508,680

12,199,173

312,131

1,506,189

Other operating income

(2,535

)

9,538

OPERATING PROFIT

4

309,596

1,515,727

Interest receivable and similar income

21,731

9,279

331,327

1,525,006

Interest payable and similar expenses

6

1,921,673

1,151,232

(LOSS)/PROFIT BEFORE TAXATION

(1,590,346

)

373,774

Tax on (loss)/profit

7

114,335

364,596

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,704,681

)

9,178

(Loss)/profit attributable to:

Owners of the parent

(1,769,095

)

(112,934

)

Non-controlling interests

64,414

122,112

(1,704,681

)

9,178

(LOSS)/PROFIT FOR THE YEAR

(1,704,681

)

9,178

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,704,681

)

9,178

Total comprehensive income attributable to:

Owners of the parent

(1,769,096

)

(112,934

)

Non-controlling interests

64,415

122,112

(1,704,681

)

9,178

FIXED ASSETS

Intangible assets

10

15,468,719

16,712,348

Tangible assets

11

2,069,363

2,848,039

Investments

12

80

80

17,538,162

19,560,467

CURRENT ASSETS

Stocks

13

517,933

-

Debtors

14

12,813,188

11,348,344

Cash at bank and in hand

1,973,302

4,565,850

15,304,423

15,914,194

CREDITORS

Amounts falling due within one year

15

18,407,053

16,802,699

NET CURRENT LIABILITIES

(3,102,630

)

(888,505

)

TOTAL ASSETS LESS CURRENT LIABILITIES

14,435,532

18,671,962

CREDITORS

Amounts falling due after more than one year

16

(15,218,168

)

(17,038,814

)

PROVISIONS FOR LIABILITIES

20

(340,901

)

(552,855

)

NET (LIABILITIES)/ASSETS

(1,123,537

)

1,080,293

CAPITAL AND RESERVES

Called up share capital

21

1

1

Revaluation reserve

22

18,905

18,905

Retained earnings

22

(2,085,789

)

(223,675

)

SHAREHOLDERS' FUNDS

(2,066,883

)

(204,769

)

NON-CONTROLLING INTERESTS

943,346

1,285,062

TOTAL EQUITY

(1,123,537

)

1,080,293

The financial statements were approved by the Board of Directors and authorised for issue on 3 August 2026 and were signed on its behalf by:

Mr M S Bigley - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

49,085

-

Investments

12

29,555,539

28,424,504

29,604,624

28,424,504

CURRENT ASSETS

Debtors

14

1,995,080

613,184

Cash at bank

46,244

993,032

2,041,324

1,606,216

CREDITORS

Amounts falling due within one year

15

20,515,145

15,655,805

NET CURRENT LIABILITIES

(18,473,821

)

(14,049,589

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,130,803

14,374,915

CREDITORS

Amounts falling due after more than one year

16

13,971,216

15,282,911

NET LIABILITIES

(2,840,413

)

(907,996

)

CAPITAL AND RESERVES

Called up share capital

21

1

1

Retained earnings

22

(2,840,414

)

(907,997

)

SHAREHOLDERS' FUNDS

(2,840,413

)

(907,996

)

Company's loss for the financial year

(1,932,417

)

(754,790

)

The financial statements were approved by the Board of Directors and authorised for issue on 3 August 2026 and were signed on its behalf by:

Mr M S Bigley - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

1

(17,722

)

18,905

Changes in equity

Dividends

-

(93,019

)

-

Total comprehensive income

-

(112,934

)

-

1

(223,675

)

18,905

Acquisition of non-controlling interest

-

-

-

Non-controlling interest arising on business combination

-

-

-

Balance at 31 December 2024

1

(223,675

)

18,905

Changes in equity

Dividends

-

(93,019

)

-

Total comprehensive income

-

(1,769,095

)

-

1

(2,085,789

)

18,905

Acquisition of non-controlling interest

-

-

-

Non-controlling interest arising on business combination

-

-

-

Balance at 31 December 2025

1

(2,085,789

)

18,905

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2024

1,184

886,587

887,771

Changes in equity

Dividends

(93,019

)

-

(93,019

)

Total comprehensive income

(112,934

)

122,112

9,178

(204,769

)

1,008,699

803,930

Acquisition of non-controlling interest

-

(543,490

)

(543,490

)

Non-controlling interest arising on business combination

-

819,853

819,853

Balance at 31 December 2024

(204,769

)

1,285,062

1,080,293

Changes in equity

Dividends

(93,019

)

-

(93,019

)

Total comprehensive income

(1,769,095

)

64,415

(1,704,680

)

(2,066,883

)

1,349,477

(717,406

)

Acquisition of non-controlling interest

-

(406,233

)

(406,233

)

Non-controlling interest arising on business combination

-

102

102

Balance at 31 December 2025

(2,066,883

)

943,346

(1,123,537

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1

(153,207

)

(153,206

)

Changes in equity

Total comprehensive income

-

(754,790

)

(754,790

)

Balance at 31 December 2024

1

(907,997

)

(907,996

)

Changes in equity

Total comprehensive income

-

(1,932,417

)

(1,932,417

)

Balance at 31 December 2025

1

(2,840,414

)

(2,840,413

)

Cash flows from operating activities

Cash generated from operations

1

4,328,048

2,894,595

Interest paid

(1,748,107

)

(1,061,042

)

Interest element of hire purchase payments paid

(173,566

)

(90,190

)

Tax paid

(1,150,855

)

(1,086,611

)

Net cash from operating activities

1,255,520

656,752

Cash flows from investing activities

Purchase of intangible fixed assets

(748,450

)

(3,631,506

)

Purchase of tangible fixed assets

(275,123

)

(227,754

)

Purchase of fixed asset investments

(1,260,686

)

80

Sale of tangible fixed assets

52,165

54,832

Sale of fixed asset investments

(100

)

-

Interest received

21,731

9,279

Net cash from investing activities

(2,210,463

)

(3,795,069

)

Cash flows from financing activities

Capital repayments in year

(224,324

)

(2,725,145

)

Amount introduced by directors

4,157

(1

)

Amount withdrawn by directors

(92,535

)

(4,185

)

Repayment of loan notes

(458,996

)

(486,667

)

Movement in group loans

(50,022

)

(361,439

)

Cash acquired on takeover of business

-

5,065,173

Equity dividends paid

(93,019

)

(93,019

)

Net cash from financing activities

(914,739

)

1,394,717

Decrease in cash and cash equivalents

(1,869,682

)

(1,743,600

)

Cash and cash equivalents at beginning of year

2

(1,398,674

)

344,926

Cash and cash equivalents at end of year

2

(3,268,356

)

(1,398,674

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

(Loss)/profit before taxation

(1,590,346

)

373,774

Depreciation charges

2,955,221

2,166,655

Loss on disposal of fixed assets

38,593

16,627

Finance costs

1,921,673

1,151,232

Finance income

(21,731

)

(9,279

)

3,303,410

3,699,009

(Increase)/decrease in stocks

(517,933

)

3,052

(Increase)/decrease in trade and other debtors

(626,607

)

687,532

Increase/(decrease) in trade and other creditors

2,169,178

(1,494,998

)

Cash generated from operations

4,328,048

2,894,595

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,973,302

4,565,850

Bank overdrafts

(5,241,658

)

(5,964,524

)

(3,268,356

)

(1,398,674

)

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

4,565,850

1,129,511

Bank overdrafts

(5,964,524

)

(784,585

)

(1,398,674

)

344,926