Annual Report
and Accounts | 2025
From a British start-up
to a global brand builder
Contents
Strategic Report
2 Our business model
4 Our investment case
6 Chair’s Statement
8 Chief Executive Officer’s Review
10 Our strategy
12 Our marketplace
14 THG Beauty
18 THG Nutrition
22 Chief Financial Officer’s Review
32 Section 172 Statement: Stakeholder Engagement
39 Non-Financial and Sustainability Information Statement
40 Our culture
42 Sustainability
52 TCFD
60 Risk management and informed decision-making
Governance
71 Corporate Governance Report
79 Audit Committee Report
84 Nomination Committee Report
89 Related Party Committee Report
91 Risk Committee Report
93 Sustainability Committee Report
95 Directors’ Remuneration Report
106 Directors’ Report
Financial Statements
112 Independent Auditor’s Report tothe members of THG PLC
118 Consolidated statement ofcomprehensive income
119 Consolidated statement offinancial position
120 Consolidated statement ofchanges in equity
121 Consolidated statement ofcashflows
122 Notes to the consolidated financialstatements
154 Company statement offinancialposition
155 Company statement of changes inequity
156 Notes to the Company financial statements
Additional Information
160 Alternative performance measures
162 Glossary
What we do
owner, headquartered in Manchester, UK ,
operating through two leading digital-first
online consumer businesses: THG Beauty
and THG Nutrition.
THG Beauty operates prominent online platforms including
Lookfantastic, Cult Beauty and Dermstore, offering a valued route
to market for over 1,000 third-party brands, alongside a specialist
portfolio of owned brands.
THG Nutrition, led by Myprotein, the world’s largest online sports
nutrition brand, spans multiple health and wellness categories,
delivering its products both directly to consumers and through
strategic offline partnerships worldwide.
More information online
Our website gives you fast,
direct access to a wide range
of Company information
thg.com
Continuing CCY revenue
growth percentage
+2.3%
Adjusted gross profit
£698.9m
2024: £727.5m
Adjusted gross profit margin
40.7%
2024: 41.5%
Statutory revenue
£1,717.9m
2024: £1,751.4m
Adjusted EBITDA margin
4.5%
2024: 4.8%
Statutory operating profit
£8.1m
2024: Loss £(147.9)m
Statutory loss after tax
£(63.7)m
2024: £(180.6)m
Adjusted EBITDA
£76.6m
2024: £83.3m
Financial highlights
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Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Our business model
Our business model enables us to achieve our purpose:
to create iconic retail experiences in the beauty, health
andwellness markets.
Underpinned
by our values
Ambition
We think BIG.
Innovation
We do things differently.
How we operate
THG was born from a digital-first, UK D2C model, strategically expanding into high-growth
territories and selective physical retail.
What sets us apart
Product curation
Our sites have unique identities
offering a fresh and relevant mix
of own and third-party brands,
with new product listings targeting
trending segments within the
beauty, health and wellnessindustry.
Digital capabilities
We use data insights to continually
evolve the retail experience,
personalising the customer journey,
while leveraging AI toimprove
customer retention and lifetime
value.
Brand strength and reputation
We act as a voice of trust and
authority within the beauty, health
and wellness industry. Our reputation
is built on quality and value, the
foundations of our partnerships with
category-leading brands.
Channel breadth
and strategy
Our channel strategy is rooted in
a powerful digital-first model. We
amplify our extensive ecommerce
presence through strategic online
partnerships that enhance brand
visibility and engage new audiences.
This is complemented by a targeted
expansion into physical retail, further
diversifying our revenue streams
and building brand awareness.
Financial discipline
Our financial priorities are embedded
in our operating model and we are
committed to maintaining a strong
balance sheet while growing our
revenuesustainably.
read more on what enables
us to create value in our
investment case on pages
4and 5
see our Chief Financial
Officer’s Review on pages
22to 31 formore information
Curated products and
merchandising
We continually refine and evolve our product
offering and brand assortment to remain
current and competitive.
Our D2C websites and mobile apps are
designed to offer an engaging, frictionless
environment to browse, discover and purchase.
Retail and
distribution
The majority of our revenue is generated via
ecommerce from a range of distinct beauty
and health and wellness destinations.
Our core customers are beauty and wellness
enthusiasts seeking to enhance their regime,
treat concerns and improve performance.
Partners
Relationships with our global brand partners
and retailers are imperative to our success,
underpinned by brand investment, pricing
value and access to a broad, engaged
customer base.
Product discovery
and innovation
We collect millions of insights from our
global customer base, feeding our innovation
pipeline and brand curation.
Engaging with consumers and analysing
trends supports our buying and trading
strategies on a localised level.
THG PLC Annual Report and Accounts 2025
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Our vision is to be the global
online leader in beauty and
sports nutrition.
How we generate value
We generate financial and non-financial value
through our two businesses.
Collaboration
We work together.
Decisiveness
We make bold decisions.
Leadership
We lead by example.
Group revenue by region
Group revenue by business
53%
17%
20%
10%
35%
65%
UK £908.9m
US £297.0m
Europe £351.0m
ROW £160.1m
Beauty £1,107.9m
Nutrition £609.1m
THG Beauty
Retailer of prestige beauty brands through online
retail websites with digital leadership in key markets:
the UK and the US.
THG Beauty’s ambition is to be the global digital partner
of choice across the beauty industry, supporting the
channel shift to online.
THG Nutrition
Retailer of sports nutrition supplements and health
and wellness products, led by the world’s largest
online sports nutrition brand, Myprotein.
THG Nutrition’s ambition is to maintain its global
recognition as a trusted multi-channel nutrition and
wellness brand for consumers, renowned for quality,
value and innovation.
Who we create value for
We aim to deliver sustainable
growth for our stakeholders.
Suppliers
We promote open and transparent working
practices with fair terms of business.
Our People
We have an experienced and dedicated
workforce, and we aim to ensure THG is an
inclusive and supportive environment with
career development opportunities.
Partners
We collaborate for mutual commercial success
through new routes to market, category
expansion and distribution of our own-brand
product.
Society and Communities
We adhere to evolving ESG best practice and
make steps to understand and address our
impact to drive positive change.
Customers and Consumers
We establish a relationship of trust through
frictionless, high-quality retail experiences,
supporting health and wellness regimes and
product discovery.
Shareholders
We create value for Shareholders through
a focus on sustainable growth, responsible
capital allocation and balance sheet
stewardship.
read more about our stakeholder engagement
on pages 32 to 38
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Strategic Report
Our
investment
case
Sustainable long-term
growth opportunity
from sizeable consumer
endmarkets
• Global megatrends continue to underpin
sustained growth in health and wellness
categories
• Addressable market growth in both
established and emergingterritories
Digital-first and vertically
integrated consumer
brands group, comprising
two market-leading
businesses
• THG Beauty: Number one pure-play online
specialtybeautyretailer
• THG Nutrition: World’s largest online
sports nutrition brand, Myprotein
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Utilising organic levers
andnew product innovation
to accelerate market
sharegrowth
• In-house manufacturing facilities
expediting speed to market
• Penetration of existing markets and
expansion into adjacent categories
Active global customer
base with increasing loyalty
and lifetime value driven by
high-repeat categories
• Multi-channel distribution increases
brand awareness, trust andaccess
• Direct-to-consumer model enables
greater customer insights, supporting
further market penetration and
productdiscovery
Free cash flow outlook
provides capital allocation
optionality
• Targeting continued progression to a
neutral netcash position
• Reinvestment in selective strategic growth
opportunities
see Chief Financial Officer’s Review on
pages 22 to 31
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Strategic Report
Chair’s Statement
“ Innovation remains at the heart
of THG and was a critical driver
of our success during 2025.”
see the Corporate Governance
Report on pages 71 to 78 for more
information
see S172 on pages 32 to 38 for
more information
It is with great pleasure that I report on
2025,a year characterised by both delivery
and stability. We not only delivered on our
strategic priorities and returned the Group
toprofitable continuing CCY revenue
growth, but also cemented the stability of
our simplified business model and, in turn,
established a robust platform for future
progress. We finished the year as a member
ofthe FTSE 250, enhancing our market
visibility and liquidity.
A focus on delivery
Our primary objective for 2025 was clear:
to deliver tangible results. I am pleased to
confirm that we executed our plans with
discipline and achieved that goal. Underpinned
by the strategic repositioning and brand
refresh previously undertaken, we delivered
a significant strategic turnaround in THG
Nutrition and saw the Myprotein brand return
to strong revenue growth.
In THG Beauty, our focused execution on
profitable categories and key markets
has continued to drive a market-leading
performance and further strengthen
our position as a global online leader in
prestigebeauty.
Across the Group, our commitment to financial
discipline has delivered a markedly improved
future cash flow profile, lower borrowings
and a more secure long-term balance sheet
following the refinancing in April.
Establishing stability
Building on the transformative changes which
took place at the start of the year, notably the
demerger of THG Ingenuity, the focus in 2025
was on embedding stable foundations across
the Group to support the simplified business
model. Largely due to the commitment and
hard work of CEO Matthew Moulding and his
Senior Management team, the simplification
of our structure into a focused beauty and
nutrition business is now complete, providing
a clear and understandable proposition
forinvestors.
This structural stability is underpinned by a
rigorous approach to financial management,
a disciplined focus on delivering Shareholder
value and a commitment to the highest
standards of corporate governance. The
Board and its Committees ensure that a
robust oversight framework is in place which
provides the platform required for sustainable,
long-term growth.
Driving innovation
Innovation remains at the heart of THG and was
a critical driver of our success during 2025.
Our omnichannel strategy for THG Nutrition,
particularly the expansion into physical retail,
has unlocked significant new avenues for
growth and demonstrated our ability to adapt
to changing consumer behaviours.
In THG Beauty, our innovation has been
focused on the customer experience,
leveraging data and technology to develop a
unified loyalty programme. This programme
serves to deepen our customer relationships
and provides a powerful engine for
personalised engagement.
With the customer front of mind, we remain
invested in our quality and speed of delivery
commitments, an important retention and
acquisition tool.
We continue to innovate in both our product
development and brand partnerships, ensuring
our brands remain at the forefront of the
wellness and beauty industries. Aligning our
proposition with category-leading brands
introduces us to new audiences, broadens
ouraddressable market and enhances our
overall visibility.
New ways of working
The achievements of 2025 were made
possible by our evolving ways of working.
A culture of collaboration, agility and
accountability has been essential and the
partnership between the Board and the Senior
Management team has been highly effective,
supporting swift and decisive strategic action
when required.
I would like to commend all our colleagues
for embracing these new ways of working;
their dedication and adaptability have been
instrumental in ensuring that we execute
and deliver against our objectives. We
remain committed to fostering a culture that
empowers our people to innovate and excel.
Outlook for 2026
We look ahead during the current year with
confidence, and we will continue to build
upon the solid foundations established in
recent years. Our focus will remain firmly
on delivering against our strategic priorities,
underpinned by the operational and financial
stability we have secured.
We will continue to invest in innovation to
stay ahead of the curve in our core markets
and, most importantly, we will continue to
nurture our effective ways of working, ensuring
we remain an agile and execution-focused
organisation.
I am confident that by continuing to focus on
these core themes, we will deliver significant
and sustainable value for our Shareholders in
the year ahead and beyond.
Charles Allen,
Lord Allen of Kensington, CBE
Independent Non-Executive Chair
25 March 2026
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Stability
and
Strength
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THG PLC Annual Report and Accounts 2025
Strategic Report
Chief Executive Officer’s Review
Our 21st year in business has been a ‘coming
of age’ moment: A year of accelerating
momentum, marked by a return to continuing
CCY revenue growth, decisive strategic actions,
and a clear validation of our long-term vision.
We have simplified our structure, sharpened
our focus on our key territories and brands,
and strengthened our financial foundations.
•
We delivered our first full year of Group
continuing CCY revenue growth since 2021,
supported by an encouraging second half
and clear exit momentum. This reflects the
impact of strategic changes across the
business, theresilience of our brands and
the work ofour dedicated teams.
•
We significantly simplified the Group.
Following the demerger of THG Ingenuity
at the start of the year, we completed
the disposal of Claremont Ingredients,
delivering a strong return on our investment
and accelerating progress towards a net
cash balance sheet.
•
THG Beauty delivered a robust second-half
recovery, reflecting our focus on prioritising
higher-margin territories and categories.
Concentrating resources where we have a
distinct advantage has delivered impressive
UK market share gains and returned the
business to revenue growth.
•
It was a landmark year for THG Nutrition,
where our strategy to build an omnichannel
presence is delivering phenomenal results.
I am particularly pleased with our offline
expansion, which is putting increasing
numbers of Myprotein products on shelves
and reaching millions of new customers.
•
Licensing agreements with category
leaders including Müller, Iceland and
Jimmy’s Coffee drove sales of over
43million Myprotein units into retail during
2025, extending the brand into new
categories and reinforcing our reputation
forquality and innovation.
•
We secured our long-term capital structure
by refinancing our debt facilities, materially
reducing gross debt while retaining the
liquidity to continue investing in the exciting
growth potential of our Beauty and Nutrition
businesses.
On remuneration, I am pleased to confirm
that, consistent with each of the past five
years since becoming a public company,
theExecutive Directors refused to accept any
salary increases during the 2025 financial
year. This approach has continued into 2026,
with no increases applied to either my role or
that of the Group’s CFO.
As has been my practice since IPO, I again
waived the maximum amount of my annual
salary permissible by law, resulting in me
receiving only the UK’s annual minimum wage.
Over the past five years, the cumulative value
of salary waived now totals £3.63m, before
taking into account bonus and share-based
awards that have also been waived during
thisperiod.
During 2025, the Group again made a
charitable donation equivalent to the value of
the salary I sacrificed in the year. The donation
supported the development of accommodation
for people experiencing homelessness
acrossManchester.
For the fifth consecutive year, the Executive
Directors also waived any participation in the
2025 annual bonus plan.
THG Beauty: Brand curation and
market leadership
Beauty retail has demonstrated both
disciplineand agility. A clear focus on
profitable sales and core UK and US markets
drove a strong return to growth in the second
half of the year, culminating in our strongest
Q4 revenue performance since Q4 2021. This
result reflects our commercial discipline and
commitment to progressing customer value.
The UK, our largest territory, was a standout
performer, with Lookfantastic delivering
exceptional growth and market share gains,
supported by our record-breaking Advent
season and the successful launch of over 80
new brands. This underscores our position as
the prestige beauty destination of choice for a
growing and increasingly loyal customer base.
Alongside driving our retail platforms, we
undertook a significant life cycle investment
across our own brand portfolio.
This was a deliberate programme to refine
formulations, enhance product appeal and
strengthen long-term brand positioning.
While this project constrained growth in parts
of the portfolio during the first half of the
year, the clear benefits were evident as the
year progressed. The successful relaunch
of the Ameliorate range and the improved
second-half performance at Perricone MD
demonstrate the value of this work. We also
expanded the reach of our luxury spa brand,
ESPA, by launching in over 100 M&S stores,
building greater brand visibility with a new
audience.
THG Nutrition: Accelerating
momentum through omnichannel
strategy
A fourth consecutive quarter of revenue
growth was delivered following the transitional
prior year and rebrand. While the year
presented challenges and margin pressure
with record whey commodity prices, we made
the strategic decision in the second half
to absorb some of these costs. This was a
deliberate choice to support our customers,
protect our market-leading position, and invest
in long-term loyalty and market share growth.
Our move into offline channels is transforming
the scale and awareness of Myprotein. From
a standing start only a few years ago, we now
have a presence in over 40,000 doors globally.
A cornerstone of this success is our ‘6-aisle
strategy,’ designed to integrate Myprotein into
every part of our customers’ daily lives and
shopping habits. This has been brought to life
through exciting collaborations with
category-leading partners. Our partnership
with global confectionery giant Mars allows
customers to enjoy iconic flavours in their
favourite protein products. In the freezer aisle,
our long-term partner Iceland expanded its
exclusive range to 25 innovative Myprotein
products, including high-protein ice creams and
even breakfast omelettes. Our collaboration with
Müller created the UK’s No.1 protein dessert,
and looking ahead, our recently announced
agreement with Greencore, a European leader
in convenience, will see Myprotein branded
food-to-go launch across major supermarkets.
“ A deliberate strategy to simplify the
Group, enhancing our operational focus
on the high-growth markets within
Beauty and Nutrition.”
THG PLC Annual Report and Accounts 2025
8
see the Chief Financial Officer’s Review on pages 22 to 31 for more information
see our strategy on pages 10 and 11 for more information
These partnerships take the Myprotein brand
far beyond its core D2C offering, placing us in
thehands of millions more consumers.
Strategic simplification while
overcoming challenges
The key decisions taken to demerge THG
Ingenuity, refinance and de-gear, and
subsequently divest Claremont Ingredients
have been transformative. These actions
represent a deliberate strategy to simplify
the Group, enhance our operational focus on
the high-growth markets within our Beauty
and Nutrition businesses, and create greater
transparency and value for our Shareholders.
The significant cash proceeds from the
Claremont sale have strengthened our balance
sheet and highlight the substantial value
embedded across the Group’s portfolio.
We have proven our ability to build, scale and
monetise valuable assets while protecting our
core operational capabilities through long-term
supply agreements.
While the year was defined by revenue growth
in our key markets, we also faced headwinds.
The record whey prices in Nutrition and the
strategic pivot in Beauty required disciplined
execution. Our team’s ability to navigate these
challenges, while balancing customer support
with our long-term financial health, has been
instrumental in the robust performance we
delivered in the second half of the year.
Looking ahead
We enter 2026 with powerful trading
momentum and a clear focus to deliver
sustainable, profitable growth and increase
free cash generation.
We will continue to build on the incredible
success of Myprotein’s global offline and
licensing strategy and leverage our digital
leadership in Beauty to deepen customer
relationships through innovation and
personalisation.
In closing, I would like to express my profound
gratitude to our employees. Their passion,
dedication and resilience have been central
to our success in a year of significant change
and progress.
Matthew Moulding
Executive Director and CEO
25 March 2026
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THG PLC Annual Report and Accounts 2025
Strategic Report
Our strategy
Our goal is to deliver sustainable growth for our
stakeholders, through a focused strategy on priority
territories and high-growth categories and channels
where we have a right to play.
What it means
Sustainable Group revenue growth and margin expansion
THG Beauty
•
Maintain online leadership in UK and US home markets
•
Build brand affinity through accessible authority in
prestigeskincare
THG Nutrition
•
Return the business to growth
•
Diversify territory, channel and category mix to reflect the record
global consumer demand for protein, taking intentional trading
decisions to protect margins and retain market share while whey
commodity prices remain elevated
2025 progress
THG Beauty
•
UK market outperformance in Q4, supported by growth in new
and LTM Active Customers
•
Medium-term Adjusted EBITDA margin achieved
•
Completion of international reset strategy, de-emphasising sales
in parts of Europe and Asia
THG Nutrition
•
THG Nutrition delivered its fourth consecutive quarter of revenue
growth in Q4 2025 (+12.2% (excluding Asia)), largely driven by
selective product pricing and strong growth in adjacent categories
notably offline retail and gross margin accretive activewear
andcreatine
•
The strategic use of social commerce and marketplace
channelshave also contributed to online growth, fuelled by
the brand repositioning which unlocked multiple new revenue
streams offline
Build leadership positions in core territories and categories
What it means
Develop effective, high-quality products suitable for local tastes and
markets
THG Beauty
•
Differentiate by securing exclusive products and gift edits
•
Enhance own-brand beauty portfolio with science-backed
innovation
THG Nutrition
•
Expand category presence where usage occasions aregrowing
•
Further growth in licensing ranges and formats including
Myprotein x Jimmy’s Iced Coffee, and Myprotein x Vimto
2025 progress
THG Beauty
•
Biggest ever year for new brand launches
•
Biggest ever own-brand launch: Biossance eye serum
THG Nutrition
•
The growth in MP Activewear indicates a broadening of our
appeal beyond the traditional sports nutrition market, further
diversifying both revenue and the addressable customer base.
Over half a million women’s leggings were sold during the year
with activewear c.12% of Myprotein online sales (c.8% FY 2024)
•
No.1 brand for loyalty in chilled protein ready meals:
Myprotein x Kirsty’s lunch pots
1
Launch innovative and relevant products to global consumers
Myprotein x Müller
Partnership momentum delivering record
sales in June 2025, with extension of the
range playing a valuable part in generating
brand visibility.
•
Voted No.1 protein dessert (UK retail):
Myprotein x Müller Protein Mousse
3
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10
Grow the Active Customer base and drive loyalty
What it means
Increase the online customer numbers through retention and new
customer acquisition
THG Beauty
•
Grow the number of Lookfantastic loyalty programme members
THG Nutrition
•
Develop physical footprint by increasing the number of doors
where Myprotein products can be purchased
2025 progress
THG Beauty
•
Revenue from returning customers (89%) reflects continued
loyalty programme success and its effectiveness in encouraging
and rewarding purchases with spend per account >30% higher
than non-loyalty members
2
THG Nutrition
•
The growth of our multi-channel approach continued at pace
with new retail listings secured both in the UK and internationally.
Myprotein products are now available in over 40,000 doors
worldwide
•
We have made significant strides on our licensing strategy
unlocking category credibility in dairy (Myprotein x Müller) and
on-the-go lunch pots (Myprotein x Kirsty’s)
Enhance brand equity through D2C channels
What it means
Improve brand awareness and customer trust
THG Beauty
•
Growth in brand awareness across all platforms, with customers
increasingly recognising us for brand assortment, convenience
and value for money
THG Nutrition
•
Maintain Myprotein’s position as the world’s largest online sports
nutrition brand
2025 progress
THG Beauty
•
THG Beauty UK outperformed the market following a strong Q3
2025, supported by growth in new and LTM active customers
THG Nutrition
•
We have successfully leveraged new platforms to enhance the
customer experience and drive revenue. Myprotein claimed the
title of the highest-growth brand on TikTok Shop across the entire
health and wellness category in Q1, a channel that continues to
deliver exceptional results
•
Developing an omnichannel experience to support brand
awareness has been fundamental in enabling us to enhance the
long-term margin and growth potential of the business, further
developing Myprotein’s position as a globally prominent active
nutrition brand
1. Nielsen panel data taken from total outlets, for the latest 24 week period ending 06.09.2025 vs previous 24 week period.
2. Circana Market Growth; Circana UK Total Market 04/01/2025 – 27/12/2025.
3. IRI data of GB average units sold per store during the 12 week period ending 27.09.2025.
Ameliorate enters a bold new era
While the look has evolved, the science remains the same: science-led skincare with
results you can trust.
Ameliorate entered a bold new era, officially launching their rebrand with a fresh new look,
andsmarter, future-proof packaging:
•
Sustainable packaging – Ameliorate has moved to Prevented Ocean Plastic (POP),
reducing our plastic footprint while protecting oceans for the future.
•
Streamlined range and global compliance – focused on hero products for stronger global
consistency, opening the door to expansion in EU and US markets
•
Improved quality and value – refreshed and elevated packaging, with improved
componentry.
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Strategic Report
Beauty
The global total addressable market for beauty
and personal care was valued at £455bn
in 2025, growing by c.5% year on year. The
premium segment, valued at £135bn in 2025,
is set to expand at a CAGR of c.5% between
2025 and 2029 and is anticipated to be
valued at £173bn by 2029
1
.
Key trends
The UK online beauty market continues to
perform strongly, with the UK premium beauty
market delivering double-digit growth in 2025
2
.
As the leading online beauty retailer in the UK
with an emphasis towards prestige brands, we
are well positioned in this fast-growing market,
with THG Beauty outperforming the UK market
in the critical fourth quarter trading period
2
.
Another of our key markets, the US, is leading
the way with ecommerce accounting for 41%
of all beauty and personal care sales
3
, ahead
of its overall online retail penetration rate.
Theonline global beauty and personal care
market continues to grow, supported by
digitalpenetration. Consumers are also
utilising digital platforms to research
ingredients, tocompare formulations and
review guidance on skincare routines and
product usage. Technological developments
underpin an immersive experience that
increasingly surpasses physical retail, aiding
product discovery.
Recent trends also highlighted accelerating
consumer interest in skin-first complexion
formats, at-home beauty devices and Korean
beauty, each reflecting the same underlying
shift towards efficacy, routine-building and
results-driven purchasing.
Beauty spending remains robust as
consumers consider beauty products an
integral part of their daily routine, providing a
high degree of resilience to purchases through
the economic cycle. The well-documented
‘lipstick effect’, whereby consumers facing
economic headwinds maintain beauty
spending rather than cutting back, treating
premium products as an accessible form of
everyday indulgence, means the category has
historically strengthened during downturns.
Due to the factors above, growth in the
premium beauty market has outpaced that
of the mass market in recent years
1
. With its
focus on the premium segment of the beauty
market, THG Beauty is ideally placed to benefit
from further premiumisation.
Our position
Through our retail sites and owned beauty
brands, we build deep, long-term relationships
with both brand partners and consumers.
Our scale and platform capabilities enable
us to operate across multiple international
markets, accelerate new product development,
and introduce customers to products through
discovery-led shopping journeys.
This underpins our leading positions in our
core territories, the UK and the US, while
providing a strong foundation for further
international growth.
In addition, the breadth and quality of data
generated by our digital customer base is a
meaningful differentiator. These data-driven
insights inform everything from merchandising
and content strategy to product innovation
and brand curation – particularly for emerging
brands seeking targeted exposure and rapid
feedback loops. The regimen-based nature
of our key categories, especially skincare and
haircare, further strengthens our proposition:
consumers often build custom routines suited
to their own needs, creating opportunities
to deepen engagement through education,
expert-led guidance and personalisation.
Finally, we benefit from the structural
advantages of ecommerce. Our platforms
provide effectively unlimited shelf space,
enabling a significantly wider assortment than
traditional bricks-and-mortar retailers can
offer. This breadth, powered by our content,
community and personalisation, positions us
as a destination for discovery and education,
supporting higher conversion, repeat purchase
behaviour and lifetime value.
Our integrated beauty ecosystem, combining
retail platforms, own brands, product
development capability and manufacturing,
enables us to deliver a differentiated digital
beauty experience for consumers and a
compelling, performance-driven route to
market for brands.
Our marketplace
Future outlook
Looking forward, we anticipate the
following key trends to shape the beauty
market in 2026 and beyond:
•
Consumers increasingly demanding
high performance formulations, with
search growth seen for peptides,
retinol and niacinamide, as well as
emerging active ingredients such as
PDRN, indicating rising ingredient
literacy among consumers.
•
In 2025, searches for skin-first
complexion products surged,
with these products significantly
outperforming traditional colour
cosmetics formats. In 2026 we expect
to see increased focus on these
skin-first cosmetics formulas.
•
Sales of LED devices rose significantly
in 2025, reflecting growing overlap
between beauty and wellness. As
consumers are increasingly looking
for value and convenience, at-home
beauty devices are expected to
continue growing in 2026.
•
Lash serums and treatments were the
fastest-growing cosmetics category
for THG Beauty in 2025, signalling
a shift away from high-maintenance
extensions and false lashes, and we
expect this trend to continue in 2026.
•
Korean beauty (“K-Beauty”) continues
to grow strongly in the Western
Europe and US markets, with
broad-based growth across suncare,
serums and sets, driven by efficacy,
price accessibility and formulation
leadership. In 2026, K-Beauty is
expected to have a major influence
on global formulation standards
due to significant levels of product
awareness.
1. Euromonitor – Passport – 2025 market size data,
Beauty & Personal Care.
2. Circana Market Growth; Circana UK Total Market
04/01/2025 – 27/12/2025.
3. Nielsen.
THG PLC Annual Report and Accounts 2025
12
Nutrition, health and wellness
The global nutrition and wellness sector is
valued at over £245bn
1
, with THG Nutrition’s
primary focus expanding beyond the £24bn
2
sports nutrition market to adjacent segments
including activewear (£179bn) and vitamins
(£27bn).
Key trends
The global nutrition market continues to
be shaped by several powerful trends.
Consumersare increasingly health-conscious,
seeking nutritionally balanced products
and protein-enhanced options. While
higher-income countries currently lead in
adopting these products, growing economic
development in lower-income regions is
expected to drive future demand.
Weight management drugs, including GLP-1
receptor agonists, are also influencing
consumer behaviour. As these treatments
become more widely used, they are reshaping
purchasing decisions – accelerating interest
in higher-protein, nutrient-dense products,
and reinforcing wider shifts toward healthier
lifestyles and functional nutrition. Furthermore,
government and industry directives continue
to advocate increased daily protein intake.
Digital growth remains another structural
tailwind, particularly in developing markets
where ecommerce penetration remains
relatively low. In addition, consumers are not
only purchasing online, but are also using
digital platforms to research ingredients and
seek guidance on product choice and usage.
In parallel, short-form media has become a
significant driver of discovery and conversion.
Brands that can translate product efficacy
into clear, engaging and educational content
are increasingly well placed to win attention,
buildtrust and convert demand across a
broadset of consumer segments.
Our position
The sports nutrition industry remains highly
fragmented, comprising a small number of
scaled global brands alongside a long tail of
smaller, locally focused players. As the largest
online sports nutrition brand globally, and
amongst the most internationally diversified,
Myprotein is optimally positioned to benefit
from the continued shift to ecommerce across
markets. The depth of localisation embedded
within our technology, marketing and
operating platform, further positions Myprotein
to reach new audiences.
Our direct-to-consumer model also remains
a core strength. It enables direct engagement
with consumers, a personalised end-to-end
shopping experience, and rich data insights
into customer behaviour. These data
advantages inform merchandising, content
and product innovation, helping us to respond
quickly to emerging trends and refine our
proposition by market and customer segment.
These advantages are further complemented
by our vertical integration in product
development and manufacturing, which
enables shortened launch cycles, high control
over product quality, improved availability and
the agility to adapt to changes in demand.
Alongside our D2C leadership, we have
broadened our route-to-market in recent years
through selective expansion into traditional
retail channels. This diversification has
broadened our revenue mix, increased brand
visibility and enabled us to reach a wider range
of consumers and purchasing occasions,
including those who prefer in-store shopping
or convenience formats. Together, these
initiatives strengthen our presence across both
online and offline channels and position the
brand to capture a wider set of category and
distribution opportunities.
Future outlook
Looking ahead, we anticipate the
following key trends to shape the
nutrition, health and wellness market
in2026 and beyond:
•
A global shift towards health-focused
protein intake could cause demand
to rise by +37%. This would equate
to an incremental market value of
approximately $650bn. Protein is
evolving from a generic health claim
to a multifunctional driver of wellness
– it is no longer niche, but mainstream.
70% of global consumers believe
they are proactive in managing their
health,and 57% say they prioritise
‘ageing well’ more than they did five
years ago
1
.
•
Weight management drugs are
increasingly influencing consumer
behaviour, reinforcing structural
shifts towards protein-rich and
nutrient-dense products – a demand
tailwind for Myprotein.
•
Consumers are increasingly adopting
‘on-the-go’ routines, accelerating
growth in convenience formats such
as bars, snacks, ready-to-drink and
single-serve offerings. Myprotein
is well placed to win here through
innovation in taste, nutrition and
accessibility, supported by increasing
brand awareness and the capability
to develop and scale products quickly
across markets.
•
Digital-first education and short-form
media are reshaping how consumers
discover and evaluate nutrition
products. Brands that simplify
complex nutrition through clear,
verified product claims, quality
content and practical guidance stand
to gain share – an advantage for
Myprotein given our D2C first model,
rigorous focus on product quality and
testing, and influencer-led marketing
approach.
•
Rising ecommerce penetration and
improving incomes in developing
markets, alongside growing
investment in health and wellness,
provide a tailwind for sports nutrition
and wellness demand. Myprotein
is ideally positioned to capture this
demand through strong localisation
and international infrastructure.
1. Euromonitor – Passport – 2025 market size data, Performance Apparel, Sports Nutrition, Vitamins and Dietary Supplement, Weight Management and Wellbeing.
2. Euromonitor – Passport – 2025 market size data, Sports Nutrition.
1. NielsenIQ’s Global State of Health
& Wellness 2025.
THG PLC Annual Report and Accounts 2025
13
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Strategic Report
THG
Beauty
THG Beauty operates in the prestige segment of the
global beauty market, which comprises a number of
brands owned by global beauty and consumer groups
alongside a range of independent brands. Prestige brands
are generally characterised by a higher price point, more
selective distribution channels, ahigh level of active
ingredients, a more curated product offering and richer
brand heritage than mass-market beauty brands.
With an unparalleled attention to detail,
we act as a trusted source for product
discovery and education, alongside offering
a frictionless purchasing experience. We
strive to maintain digital and category
leadership by constantly evolving to meet
customer needs and shifting beauty trends.
Revenue growth of +0.2% (continuing CCY)
and EBITDA margins within medium-term
guidance delivered through strategic
product curation and exclusive launches,
driving long-term profitability.
Business overview
•
Owner and operator of three major online
beauty retailers: Lookfantastic, Cult Beauty
and Dermstore.
•
Critical route to market for over 1,000
brands in high-repeat, regime-based
categories with a focus on the prestige
segments of skincare, haircare, fragrance
and cosmetics.
•
Own brand portfolio with clinically proven
ingredients focused on the more prominent
growth opportunities in prestige skincare,
spa and specialist products.
•
New product development through
in-house, vertically integrated
manufacturing capabilities in the UK and
USfor own brand and third-party brands.
•
Highly loyal customer base with 89%
of THG Beauty revenue generated from
returning customers.
THG Beauty’s strategy is to deliver a leading
digital customer experience, product
assortment and elevated brand positioning,
while generating sustainable, profitable
growth.
Its strategic priorities are:
1. to maintain its position as the world’s
largest online pure-play prestige beauty
retailer;
2. to support global beauty brands in
addressing the channel shift in marketing
spend from offline to online;
3. to develop a digitally focused portfolio of
prestige owned brands, providing margin
enhancement and differentiation; and
4. to provide innovation and product
development services directly to the
beautyindustry.
Beauty edits
Beauty boxes and specialist edits serve as a strategic tool for enabling product discovery
and reaching new, dedicated audiences, particularly through successful collaborations
with our influencer networks. By creating limited-edition curated boxes featuring products
across categories, we offer customers unparalleled value and innovation.
The category, which includes our highly popular beauty advent calendars, is
margin-enhancing and delivered over 20% revenue growth in the year, supported by an
increase in UK subscriptions for monthly edits. Beauty boxes also remain a powerful and
effective tool for customer acquisition and retention.
THG PLC Annual Report and Accounts 2025
14
Operational overview
This year, our core priority was to sharpen our focus on meeting
our customers’ needs. We accomplished this by using our
loyalty programmes to offer unmatched value and by improving
our website and mobile applications to aid product discovery
and streamline the purchasing experience. In addition, through
the year our territory mix shifted to focus on home markets,
where fulfilment efficiencies created higher margin, the effect
ofwhich decreased Active Customers and total orders. Now
with a healthier and more engaged customer base we have seen
continuing CCY revenue growth and sustained margins, with 89%
of ourrevenue now generated by existing customers.
Across categories we saw growth in fragrance, haircare,
cosmetics and skincare, each at a rate that outperformed
the totalUK beauty market
1
. This achievement comes from a
relentless focus on category curation. By ensuring we balance
newness with established and reputable brands, we have
successfully deepened our market penetration in both established
and high-growth segments.
In parallel, we strengthened our relationships with suppliers to
create mutually beneficial partnerships. Our industry-leading retail
media proposition provided suppliers a direct platform to connect
with a large, engaged audience, helping strengthen supplier
relationships. Furthermore, events like our Beauty Supplier
Summit have fostered collaboration and shared insights into the
future of the beauty industry. These initiatives have enabled us
to secure Lookfantastic exclusives from trending brands, further
strengthening our overall proposition.
Active Customers overall reduced YoY due to the intentional
strategy to de-prioritise parts of Europe, Asia and Australia.
Focusing on the UK, we’re seeing a more engaged customer
base, with an increase in AOV, order frequency and total orders
providing evidence for a healthy and engaged customer base in
that territory.
Ameliorate completed a full rebrand in 2025, including changes
to their whole packaging range, and now participates in the
Prevented Ocean Plastic™ (“POP”) scheme, ensuring that:
•
Packaging is sourced from manufacturers using Prevented
Ocean Plastic™; so where you see the POP symbol on our
packaging, it means one or more packaging components
include at least 30% post-consumer recycled content (“PCR”).
•
Over 50,000 tonnes of plastic have been prevented from
entering oceans using this scheme; that’s more than
2.5billionbottles.
Adjusted EBITDA
5.9%
2024: 6.1%
Active Customers
2
7.5m
2024: 7.9m
Revenue
£1,107.9m
2024: £1,171.1m
Total orders
3
15.9m
2024: 16.1m
Continuing CCY growth rate
+0.2%
2024: +4.6%
Gross margin
39.3%
2024: 40.0%
Revenue from returning customers
5
c.89%
2024: 85%
Average order value
4
£66
2024: £66
Lookfantastic loyalty members
3.5m
2024: 2.8m
App participation
6
c.29%
2024: 27.5%
1. Circana Market Growth; Circana Total Market 04/01/2024 –
27/12/2025.
2. Active Customers is defined as customers who have purchased at least
once within the period.
3. Number of orders is defined as orders fulfilled within the period.
4. Average order value is defined as the average order value per customer
order on a gross revenue basis, inclusive of any shipping revenue.
5. Sales of all orders from customers shopping more than once with THG.
6. Percentage of revenue made through mobile applications.
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
THG Beauty continued
Own brand portfolio
Our own brand proposition is supported by
manufacturing capabilities in the UK and US,
led by our flagship skincare brands – Perricone
MD, Biossance and ESPA.
We have seen sustained momentum through
2025, with brand investments in packaging
and formulation in Perricone MD and ESPA
yielding results. B2B and global spa listings
have helped to build on brand visibility and
awareness and leveraged access to new
markets.
Perricone MD showed improved performance
following strategic investment in brand and
formulation. The ESPA brand also saw a
significant increase in visibility, with 60 SKUs
launched across more than 100 M&S stores
and online. In line with our sustainability goals,
the Ameliorate product line was successfully
relaunched, now featuring Prevented Ocean
Plastic™ in its packaging.
Financial performance
During 2025, THG Beauty delivered revenue
of£1,108m (-5.4% YoY; +0.2% Continuing CCY).
Following a slower than anticipated start
to the year, THG Beauty gained momentum
through the second half, delivering H2 revenue
growth of +5.4%.
As part of our intentional strategy to
de-prioritise parts of Europe, Asia and
Australia, the UK and Ireland delivered
revenuegrowth of 6.3%. This standout
performance was underpinned by strong
customer health metrics. We have effectively
leveraged our established distribution network
and strong brand recognition to provide
a market-leading online proposition and
high-margin sales in home territories.
Although Adjusted EBITDA decreased, our
margin remained in line with medium-term
guidance, establishing a more refined
foundation for future performance. The
strategic actions implemented in 2025 are
expected to deliver sustained revenue and
EBITDA in 2026, as we continue to prioritise
our home markets to drive sustainable growth
towards our target margin.
Strategic highlights
During 2025 we undertook strategic
investment to keep our proposition fresh
and to aid product discovery. As part of this
we saw a record-breaking sale of our 2025
advent calendar campaign and launched over
80 new brands, including the prestigious Gucci
Beauty. Revenue from new brands increased
by +40% compared to the previous year.
By the end of 2025, the Lookfantastic loyalty
programme had grown significantly, with
membership increasing by 0.6 million to over
3.5 million customers. This programme offers
exclusive benefits like early access to sales
and the ability to earn points on purchases,
providing valuable insights into customer
spending habits. The data reveals that loyalty
customers spend approximately 32% more
than non-loyalty customers, with higher
order frequency and AOV. We also enhanced
our mobile applications with a more intuitive
and personalised interface, implementing
AI tools to improve product discovery and
streamline the purchasing process. These
mobile app improvements, which have led
to a year-on-year increase in app revenue,
have been instrumental in deepening our
understanding of customer purchasing
habitsand ensuring we can meet their
evolving needs.
Across our manufacturing businesses we’re
taking responsible action to minimise our
impact on the environment and innovate for
the future of the beauty industry. Through
our partnership with Clean Food Group, THG
Labs has launched CLEAN OIL™ 25, the
first sustainable alternative to traditional oil
and fat ingredients to be approved in the
United Kingdom, Europe and United States.
The approval marks a major milestone in
the commercialisation of this technology,
unlocking access to the high-value global
personal care and cosmetics sector.
Retail media
THG Beauty Media enables brands to connect with a large and engaged audience through
bespoke, data-driven campaigns.
Brand partners gain access to crucial data and insights that unlock significant growth
opportunities. By leveraging our strategic partnerships with data experts like Criteo,
LiveRamp and Zitcha, partners can understand brand loyalty, optimise purchase frequency,
and turn shopper data into actionable strategies that measurably drive marketshare.
By launching THG Beauty Media, we are tapping into the rapidly growing retail media market,
which is projected to exceed £1bn in the UK by 2025. This creates a significant new revenue
stream for the business and strengthens our relationships with key brand partners and helps
them grow, fostering a more collaborative and successful ecosystem.
Revenue by channel
Retail 81%
Own brand
10%
Manufacturing
9%
Online retail by territory
UK 60%
US
22%
Europe
16%
ROW
2%
Online category split
Skincare 39%
Haircare
16%
Cosmetics
22%
Fragrance
11%
Body
7%
Other
5%
“ We’re excited to see the
evolution of THG Beauty Media
over the next 12 months as we
continue togrow and enhance
our offering, providing better
ROAS for ourpartners.”
Tom Mills-Webb
Chief Commercial Officer,
THG Beauty
THG PLC Annual Report and Accounts 2025
16
Dermstore x Flex
During 2025 Dermstore partnered with Flex, a payment infrastructure provider, to allow US
customers to use their Health Savings Account (“HSA”) and Flexible Spending Account
(“FSA”) funds at checkout. Thismakes Dermstore one of the first major beauty ecommerce
sites inthe US to offer this payment method for dermatologist-recommended skincare.
The goal of the partnership is to make dermatological products more accessible by
allowing consumers to pay with pre-tax healthcare dollars. For customers, this simplifies
the purchasing process for eligible items, as they can shop and pay directly without
needing to submit claims or manage paperwork after the transaction.
This initiative aligns with Dermstore’s focus on supporting customers in their skin health
journeys by providing more convenient and affordable access to recommended products.
“ Accepting HSA/FSA cards at checkout is a key milestone for us in
our commitment to supporting beauty shoppers to invest in their
own skin health routines, and we are proud to be among the first
beauty-focused ecommerce platforms to do so.”
James Bonner
President of US Retail at Dermstore
Lookfantastic x Uber
In December, we launched a landmark partnership with Uber Eats to introduce
same-day delivery across selected London postcodes. The initiative was
designed to remove ‘December delivery anxiety’ by offering customers certainty,
speed and convenience at the height of the festive season. Using Uber Eats’s
hyper-local fulfilment network, we enabled shoppers to order from a curated edit
of our most sought-after products for delivery in as little as one hour, right up to
and including Christmas Day.
Customer convenience is proven time and time again as a lucrative customer
acquisition tool. With this partnership we were able capture the last-minute
festive shopping window and gain a competitive edge. The collaboration drove
incremental sales by meeting our customers exactly where they are, reinforcing
Lookfantastic’s market leadership in beauty and delivering iconic luxury products
in record time.
2026
priorities
THG Beauty strives to be the
leading online beauty retailer
by leveraging digital innovation
and be the brand partner of
choice to drive sustainable
market share growth
Building on our progress and focus on home
markets, we aim to:
•
Maintain THG Beauty’s position as the
world’s leading online pureplay premium
beauty retailer, with an expanding share
in key online markets.
•
Grow our global beauty community
across all key social channels,
increasingly being trusted as a source of
education, expertise and authority within
the industry.
•
Continue to evolve our brand and
category assortment to ensure we
are offering our customers the most
complete online beauty shopping
experience.
•
Deepen customer loyalty through further
enhancements to our loyalty programme
and personalisation capabilities.
•
Implement tools to create an intuitive
and personalised interface across
websites and mobile applications.
•
Strategically expand our own brands’
global distribution through new and
existing partners.
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
THG Nutrition operates within the expansive and
rapidly growing global nutrition and wellness sector,
encompassing sports nutrition, vitamins, supplements,
hydration and activewear. This market offers significant
growth potential for Myprotein through category and
channel penetration, in addition to product innovation.
Myprotein has expanded its appeal in
high-growth performance and wellness
categories, broadening the brand appeal
and awareness to a more diverse ‘active
lifestyle’ audience.
Revenue growth has been delivered through
a combination of category expansion,
growth in the offline retail footprint and
pricing evolution.
Business overview
•
Increasingly omnichannel model, with a
growing offline presence building on a
market-leading D2C position.
•
Vertically integrated manufacturing
capabilities to power new and improved
product development and speed to market.
•
Presence in major territories with a proven
localisation model, enabling rapid scaling
inemerging territories.
•
Operating across multiple categories
in the growing global wellness space,
with consumers taking greater control,
prioritising products and services which
enhance wellbeing.
•
Unique to the category licensing
model, monetising the brand IP and
building awareness through multi-year,
multi-territory agreements.
We offer a broad range of products and
convenient formats, with this breadth allowing
us to serve multiple consumer needs and
occasions, from everyday wellness and
lifestyle support through to performance
andsports-focused routines.
The primary distribution channel is D2C,
enabling deeper customer engagement
andinsights.
In recent years, we have focused on growth
in retail channels and through licensing
partnerships, enabling us to reach an even
wider addressable market.
Myprotein’s strategy is to build category
leadership in both online and offline
spaces across developed and emerging
markets, capitalising on the long-term
trend of consumers becoming increasingly
health-conscious.
Its strategic priorities are:
1. maintaining Myprotein’s position
as theworld’s largest online sports
nutritionbrand;
2. increasing offline presence to enhance
customer reach through retail, gyms
andexperiences;
3. developing Myprotein’s customer base from
‘specialist gym-goer’ to a broader ‘active
lifestyle’ audience; and
4. evolving the brand to broaden appeal,
earning the right to play in high-growth
performance and wellness categories.
The global wellness market is growing
steadily, driven by a long-term shift towards
greater health awareness among consumers.
This is a competitive space, with both new
and established brands vying for market
share, often focusing on specific regions or
product categories. Within this landscape,
THG Nutrition aims to stand out through
three key strengths: a vertically integrated
business model (meaning it controls much
of its own supply chain and production), a
strong direct-to-consumer digital platform,
and a growing presence across multiple
sales channels. This combination gives it a
meaningful and lasting edge over competitors.
THG
Nutrition
Performance spotlight:
MP Activewear
2025 was undoubtedly MP Activewear’s
year, now representing 12% of online
revenue. This exceptional performance
was driven by a strategic shift to core,
evergreen products, astronger brand
perception aligned with the broader
Myprotein repositioning, and focused
marketing to drive both demand
andhigher-margin sales.
The exceptional growth in this category
demonstrates our ability to evolve
the brand and broaden its appeal into
high-growth wellness categories,
while creating incremental purchase
opportunities.
THG PLC Annual Report and Accounts 2025
18
A year of renewed vigour and
strategic advancement
In 2025, THG Nutrition executed a significant
strategic repositioning, enabling a return
to robust revenue growth and reinforcing
its market leadership in the global nutrition
and wellness sector. Our performance was
underpinned by a renewed focus on brand
strength, disciplined channel strategy, and
product innovation.
Operational review
Guided by a clear and long-standing
missionto ‘empower those who demand
more’, our flagship brand, Myprotein, returned
to revenue growth, powerfully leveraging
the benefits of its brand repositioning. Our
focus on refining the D2C channel as the
ultimate consumer destination, coupled
with a dynamicomnichannel strategy, has
solidifiedour market-leading position.
Category expansion has been an ongoing
priority, and we are seeing healthy demand in
areas outside of our core protein categories
including vitamins, hydration and activewear.
Offline channels have enabled us to stretch
this further with measured investment.
Through a combination of B2B retail and
licensing, we have taken Myprotein into
new markets, engaged new customers and
broadened brand awareness and preference.
This strategic pivot dramatically improved
unaided brand awareness, brand consideration,
and brand preference, setting a new trajectory
for sustainable growth in both D2C and offline
channels.
While we have expanded our retail
footprint and acquired new audiences,
ourD2C channel remained the heart of our
customer relationship and brand experience,
enabling customers to shop frictionlessly
at their convenience, while discovering new
productsto complement their health and
wellness regime.
The positive momentum sparked by the brand
repositioning is underpinning recovery of our
Active Customer database and supporting
new customer acquisition.
Strong engagement and loyalty are clearly
reflected across our customer database, with
39% of our audience choosing to download
and shop via the app. This is a particularly
powerful indicator of customer commitment,
with those who take the step of downloading
the app actively demonstrating a higher
level of investment in the brand, signalling
long-term loyalty and a deeper connection
with our offering.
Revenue
£609.1m
2024: £580.3m
Gross profit margin
43.2%
2024: 44.6%
Adjusted EBITDA margin
4.7%
2024: 5.9%
Revenue from returning customers
4
84%
2024: 85%
Total orders
2
11.0m
2024: 11.3m
Average order value
3
£49
2024: £47
Active Customers
1
5.9m
2024: 6.1m
App participation
5
39%
2024: 31%
Continuing CCY growth rate
+6.4%
2024: -8.7%
Offline doors
>40,000
2024: c.34,000
1. Active Customers is defined as customers who
have purchased at least once within the period.
2. Number of orders is defined as orders fulfilled
within the period.
3. Average order value is defined as the average
order value per customer order on a gross revenue
basis, inclusive of any shipping revenue.
4. Sales of all orders from customers shopping more
than once with THG.
5. Percentage of revenue made through mobile
applications.
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
THG Nutrition continued
Financial performance
THG Nutrition achieved its strongest revenue
growth in over two years, with sales rising
5.0% YoY. This was driven by the omnichannel
expansion strategy, alongside gradual price
increases and better alignment across
customer channels. The sale of Claremont
Ingredients reduced full-year revenue growth
by 50bps.
The business continued to broaden its mix
of territories, sales channels and product
categories, reflecting growing global demand
for protein products. However, the cost of
whey has remained high, driven by strong
global demand meeting new supply capacity.
This has pushed up consumer prices across
the nutrition industry as a whole and added
pressure on gross margins. We continue
to manage this dynamic, balancing margin
protection with customer retention.
Distribution and payroll efficiencies helped to
offset marketing investment in support of new
customer acquisition and retention, with
Adjusted EBITDA of £28.8m (-16.5%) primarily
impacted by the gross margin decline (-140bps).
Strategic highlights
Breaking down the barriers of the fitness
industry and empowering consumers to live
a healthier, more active lifestyle remains
fundamental to the brand. Myprotein now
provides a wide array of products across
various segments of the global nutrition
market, with our 2025 performance reflecting
a disciplined execution of our core strategies,
particularly in increasing our offline presence
to enhance customer reach.
Delivering excellence across
allchannels
Selective product pricing has driven online
growth, complemented by a targeted
approach to social commerce and
marketplace channels. These channels have
been selectively used to launch exclusive
products, creating excitement and reaching
new demographics. A notable success was
Myprotein claiming the title as the highest
growth brand on TikTok shop across the
healthand wellness category in Q1.
Together, marketplaces (e.g. Amazon), B2B retail,
licensing and social commerce (e.g. TikTok)
delivered double-digit revenue growth.
Offline
The growth of our physical retail approach
continued at pace throughout 2025, with
new retail listings secured both in the UK
andinternationally. Myprotein products
are now available in over 40,000 doors
worldwide,principally in the UK, US and
Asia.This expansion has been accelerated
bykey strategic partnerships. Walmart
provided a boost to the growth strategy in
theUS, while 7-Eleven in Asia has provided
similar growth momentum alongside Costco
and Decathlon. This physical presence
enhances brand visibility and provides
newtouchpoints forcustomer acquisition.
The US represents one of our biggest growth
opportunities. With a large, health-conscious
and well-educated consumer base, we are
strategically positioning Myprotein to become
a more significant player in the market over
the medium term. To capture this opportunity,
we are taking a bold approach to rapidly build
brand awareness, anchored by a focused
portfolio of locally manufactured products.
Byleaning into an offline-first strategy,
weareactively closing the visibility gap
and laying the foundations for Myprotein
toestablish a meaningful brand presence.
Revenue by channel
Offline
1
15%
Online
2
85%
Online retail by territory
UK 33%
Europe
41%
Japan
10%
ROW
16%
Online category split
Myprotein 68%
Myvitamins
9%
Clothing
12%
Other
11%
Introducing:
Brands at Myprotein
This year marked the launch of Brand Hub, a curated marketplace designed
to elevate the Myprotein customer experience by bringing together a carefully
selected range of third-party products, all vetted and approved by a brand our
community knows and trusts.
Brand Hub represents a significant evolution of our digital presence,
transforming the Myprotein website and app from a single-brand store into a
comprehensive health and wellness destination. By welcoming innovative and
complementary brands onto the platform, we are broadening the available
offering, giving customers greater choice and convenience across their
favourite categories – all in one place.
1. B2B, manufacturing.
2. D2C, marketplaces.
THG PLC Annual Report and Accounts 2025
20
Retail expansion
We are targeting an installed base globally
of 100,000 doors, and within many doors in
multiple aisles. We are over a third of the way
there through partnerships with major retailers
and category-leading partners, all of which
have been carefully curated to align with our
brand principles at a positive contribution level
with room to scale.
We now sell across six distinct categories
including dairy, frozen foods, healthy snacking
and food to go.
The focus will now turn to replicating this
licensing-out model into wider regions,
particularly in Korea and Japan, cementing
brand presence through offline and
marketplace distribution.
Licensing and strategic
collaborations
The continued expansion of our capital-light
licensing strategy extended Myprotein into
new categories and occasions.
A hero Mars collaboration, which saw the
launch of Snickers-flavoured Impact Whey
Protein, proved to be an instant success. The
wider roster, including global IP from Marvel
and Chupa Chups, continued to extend our
brand reach.
Our licensing-out strategy also matured
significantly. Myprotein x Müller Mousse
ranked as the number one protein dessert in
UK retail, and Myprotein x Kirsty’s lunch pots
ranked as the number one brand for loyalty in
chilled protein ready meals. The Iceland range
continued to develop, demonstrating brand
strength and adaptability.
Licensing agreements with category leaders
led to sales of over 43 million Myprotein units
into retail during 2025. This strategy leverages
its global brand recognition alongside
specialised manufacturing and distribution.
Our commitment to quality:
Myprotein Performance
Advisory Board
The Myprotein Performance Advisory Board has been established to bring together
leading global experts in fitness and nutrition to drive innovation and ensure that
Myprotein products are grounded in scientific evidence. Theboard is comprised of a
distinguished group of academics, scientists and elite athletes who are leaders in the
field of sports nutrition.
The primary objective of the Performance Advisory Board is to combine innovation,
evidence-based research and emerging science with practical, real-world application
tocreate effective nutrition solutions.
The board’s experts collaborate with Myprotein’s team to ensure every supplement
is evidence-based and scientifically validated, from formulation development to
research-backed validation. Theinsights from the board directly influence Myprotein’s
product innovation and communication of thescience behind its products.
2026
priorities
THG Nutrition aims to maintain
its global recognition as a
trusted multi-channel nutrition
and wellness brand, renowned
for quality, taste andas a
source of education.
Building on trading momentum and
acknowledging market developments,
weaim to:
•
Maintain Myprotein’s position as one
of the world’s largest online sports
nutrition brands, further enhancing brand
reach through offline retail, gyms and
experiences.
•
Expand appeal in high-growth
performance and wellness categories
and develop Myprotein’s customer to
a broader ‘active lifestyle’ audience,
alongside our focus on run, lift and hybrid
athletes, utilising efficient and effective
marketing initiatives supported by our
international network of influencers
andaffiliates.
•
Leverage the long-term trend
of increased consumer health
consciousness and demand for
nutritional products across multiple
adjacent categories to increase brand
usage occasions.
•
Broaden and deepen licence and
retail partner relationships through
product and category expansion,
alongside progress against our
100,000doorstarget.
•
Utilise our vertically integrated
in-house manufacturing capabilities
to develop innovative products to an
industry-leading quality standard and
bring them to market at pace.
•
Progress towards our medium-term
Adjusted EBITDA margin target of
c.12.0%.
We are confident that by continuing to
execute our proven multi-channel strategy,
the brand will broaden its appeal, deliver
sustainable growth and further enhance its
position as a global leader in high-growth
performance, nutrition and wellness
categories.
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Strategic Report
Chief Financial Officer’s Review
Overview of FY 2025 result
Key highlights include:
•
THG Beauty delivered improving momentum
throughout the year, culminating in a record
final quarter of revenue. While statutory
revenue decreased to £1,107.9m, this is
largely reflective of the annualisation of the
exit of non-core brands and territories. The
business enters 2026 supported by the
strong underlying growth momentum built
in Q4 2025, particularly in the UK and US
and delivered an Adjusted EBITDA margin of
5.9%, in line with our medium-term guidance.
•
THG Nutrition demonstrated remarkable
resilience, returning to revenue growth of
+5.0%, (Continuing CCY +6.4%) despite
facing exceptionally elevated whey
commodity prices and unprecedented
weakness in the Japanese yen that
has resulted in a decision to change
theeconomic model in this territory.
This performance was driven by the
successful global expansion of our offline
retail and licensing channels, alongside
strong growth in adjacent categories
suchas activewear and creatine.
•
The Group focused on driving sustainable
growth in its core UK and US markets in
2025, while reshaping its approach in Asia
and Europe to prioritise higher margin sales
and improved operating models. The UK
delivered strong double digit growth and
market share gains across both divisions,
while the US remained a key strategic
market despite softer first half consumer
sentiment and currency headwinds.
•
The Group ended the year in a highly
liquid position, with c.£333m of cash and
available facilities, providing substantial
financial flexibility and asolid foundation
forthe future.
The strategic transformation was supported
by a well-executed refinancing, which has
extended our debt facilities to 2029 and
significantly reduced our external borrowings.
Our focus on optimising the Group’s portfolio
delivered a powerful proof point for the
underlying value of our assets, demonstrated
by the disposal ofClaremont Ingredients
for £103m – more than double our initial
investment. Theproceeds have been used
toaccelerate our deleveraging plans.
Throughout the year, we maintained rigorous
financial discipline and cost control, delivering
savings through a combination of automation,
procurement efficiencies, and the removal of
approximately 500 roles. These actions have
created a leaner operating model and helped
mitigate significant external headwinds,
positioning the Group for sustainable,
profitable growth.
“ For THG, 2025 was a transformational year. The successful
demerger of THG Ingenuity at the start of the period
has reshaped the Group, creating a more focused and
agile consumer brands business poised for future cash
generation. Our refinancing materially strengthened the
balance sheet by reducing external borrowings. With £333m
of liquidity and strong momentum across THG Beauty and
THG Nutrition, we enter 2026 well positioned to deliver
sustainable profitable growth.”
Total Group overview
1
2025
£m THG Beauty THG Nutrition Central Total 2025
Adjusted revenue 1,107.9 609.1 — 1,717.0
Adjusted gross profit 435.6 263.3 — 698.9
Margin 39.3% 43.2% — 40.7%
Adjusted EBITDA 65.8 28.8 (18.0) 76.6
Margin 5.9% 4.7% — 4.5%
2024 (Restated
2
)
£m THG Beauty THG Nutrition Central Total 2024
Revenue 1,171.1 580.3 — 1,751.4
Adjusted gross profit 468.9 258.6 — 727.5
Margin 40.0% 44.6% — 41.5%
Adjusted EBITDA 71.2 34.4 (22.2) 83.4
Margin 6.1% 5.9% — 4.8%
1. The numbers in this report are subject to roundings throughout. This report includes a number of non-GAAP measures and alternative performance measures.
Adjusted results are consistent with how business performance is measured internally and presented to aid comparability of performance. See more information
within the reconciliations to statutory measures within this report.
2. 2024 has been restated to reflect the demerger of THG Ingenuity and the inclusion of the result from 'discontinued categories' which were previously presented
separately. See more information and a reconciliation within the financial statements. No other adjustments have been made.
THG PLC Annual Report and Accounts 2025
22
Disciplined
strategy
execution
Additional InformationFinancial StatementsGovernanceStrategic Report
23
THG PLC Annual Report and Accounts 2025
Strategic Report
Chief Financial Officer’s Review continued
THG Beauty
THG Beauty demonstrated improving momentum and strategic progress throughout 2025, culminating in a record revenue performance in the
second half of the year. The strategic initiatives undertaken have successfully repositioned the business for sustainable, profitable growth, with
thedivision delivering a resilient financial performance in a year of transition.
Adjusted revenue for the year was £1,107.9m (2024: £1,171.1m), a -5.4% decrease. However, this was significantly impacted by the planned strategic
changes to the portfolio. After accounting for foreign exchange movements, revenue on a continuing CCY basis grew by +0.2%, reflecting the
underlying health and growth of the core business. The walk from our statutory sales performance to the continuing CCY position reflects several
deliberate, value-accretive actions:
•
Discontinued categories: The largest driver of the statutory revenue decline was the annualisation of exited non-core and loss-making
operations. This included the disposal of the luxury portfolio and the discontinuation of the Australian beauty retail business, European
subscription box services, and non-core brands such as Grow Gorgeous. These actions accounted for a drag of 460bps on full-year statutory
revenue growth but were critical in improving the margin profile of the ongoing business.
•
Strategic territory prioritisation: A conscious decision was made to reduce lower-margin sales activity and pull back on promotional intensity
in parts of Europe and Asia. This focus on higher-quality revenue streams created a headwind of 70bps but ensures a more profitable and
sustainable footprint in these regions. The drag from this activity sequentially reduced throughout the year and has now largely annualised.
•
Own brand repositioning: Ongoing life cycle investment to enhance formulations, range and product appeal across our own-brand portfolio
caused a short-term drag on revenue, contributing a further 190bps. A key part of this was the migration of the Perricone MD brand from a
first-party (“1P”) to a third-party (“3P”) distribution model on Amazon, which, while impacting short-term sales, positions the brand for greater
long-term strength.
The year was a tale of two halves. A challenging first quarter, set against a tough comparative period, gave way to accelerating momentum,
culminating in the strongest quarter of the year in Q4 (+6.3% Continuing CCY). This was driven by a particularly strong Cyber trading period and
exceptional performance in core markets. The UK was a standout, with Lookfantastic UK delivering +16.2% growth during the key Cyber period,
driving market share gains. Performance in the US market also saw progressive improvement through the year, with the introduction of new
payment methods on Dermstore driving sales momentum and excellent new customer acquisition into year end.
Adjusted gross profit margin for the year stood at 39.3% (2024: 40.0%). This slight moderation reflects the mix impact from the repositioning
of the higher-margin own-brand portfolio during the year. The performance remains firmly within our medium-term guided range of 38%–40%,
demonstrating disciplined management of our pricing and promotional strategies.
Adjusted EBITDA was £65.8m, delivering a 5.9% margin (2024: 6.1%). This performance is in line with our medium-term guidance of c.6% and
reflects the portfolio simplification completed in 2025, which removed structurally loss-making territories. These benefits have now annualised,
partly offsetting revenue headwinds. The profitability was supported by marked operational efficiencies, most notably in distribution costs, which
improved by 70bps as a percentage of revenue to 9.6%. This was driven by a favourable territory mix from stronger UK performance, where our
automated facilities are concentrated. Furthermore, disciplined cost management and automation-led payroll savings helped to offset inflationary
pressures and planned strategic marketing investments aimed at driving brand awareness and high-quality customer acquisition.
We enter 2026 with strong trading momentum and high confidence, having successfully executed our strategic priorities for THG Beauty in 2025.
THG Nutrition
THG Nutrition returned to sales growth, despite significant external headwinds, reporting revenue of £609.1m (2024: £580.3m), representing
statutory sales growth of +5.0%. This performance reflects the successful pivot towards an omnichannel strategy and the growing momentum
from the global Myprotein rebrand.
After accounting for the disposal of Claremont Ingredients, which created a drag of 40bps, and significant foreign exchange headwinds, primarily
from the sustained weakness of the Japanese yen, which impacted growth by a further 100bps, the Continuing CCY revenue growth was +6.4%.
The performance was materially stronger excluding Asia, where the combination of elevated whey prices and the adverse currency environment
rendered the D2C model uneconomic, prompting a strategic transition towards a partnership-led distribution model in the region for which the
Group will transition in H1 2026. Excluding Asia, H2 revenue growth was +13.3%, driven by strong progress in offline channels, including B2B retail
and licensing, alongside a resilient performance in the UK and notable growth in Central and Eastern Europe. Growth was also strong in categories
such as creatine, activewear and hydration, which helped to reduce dependency on whey-based products.
THG PLC Annual Report and Accounts 2025
24
Adjusted gross profit margin was 43.2% (2024: 44.6%), a decrease of 140bps, which was a resilient performance in the face of two significant,
persistent external headwinds. The higher-for-longer whey pricing environment continued throughout the year, with input costs remaining
materially above historical levels, creating substantial margin pressure. This was compounded by the continued weakness of the Japanese yen,
which made the cost of business in one of Myprotein’s largest historical markets increasingly challenging. These pressures were partially mitigated
by a disciplined approach to pricing, a mix shift into higher-margin categories including activewear, which represented 15% of sales in Q4, and the
growth of high-margin licensing revenue.
Consequently, the Adjusted EBITDA margin for the year was 4.7% (2024: 5.9%), a decrease of 120bps. This reduction was a direct result of the
gross margin pressures from the unprecedented whey costs and adverse currency movements. The Group’s significant cost-saving programme,
which delivered payroll efficiencies through automation and process improvements, helped to partially offset these headwinds. The business enters
2026 with strong momentum, having delivered four consecutive quarters of revenue growth, and is well positioned to capitalise on its expanded
omnichannel presence and diversified product portfolio.
VAT update
The Group notes the First Tier Tribunal decision in Global By Nature Limited, selling protein products under the ‘Sunwarrior’ brand. The Tribunal ruled
that protein powder products sold by Sunwarrior should be subject to 0% UK VAT, and accordingly, Sunwarrior was eligible for a retrospective VAT
repayment and is able to apply 0% VAT on the associated products from the date of the ruling (January 2025).
Since the VAT rules in relation to sports drinks were implemented in 2012, THG has paid UK VAT against its powdered products in line with market
practice and HMRC guidance relating to the VAT treatment of protein powders. THG has submitted Error Correction Notices to HMRC, who have
stated they will provide a substantive update by the end of Spring 2026.
Central costs
Central costs for the year reduced to £18.0m (2024: £22.2m), representing approximately 1.0% of Group sales. These costs relate primarily to
the PLC Board remuneration, insurance, professional services fees, Group finance, corporate development and governance costs that are not
recharged to the businesses as they principally relate to the operations of the PLC holding company. This sustained improvement is the direct
result of a Group-wide cost-saving programme, a simplified group post demerger and the Group automating through the use of AI.
Geographical review of revenue
The following table provides an analysis of revenue by region (by customer location):
2025
£m
2024
£m Movement
UK 908.9 820.5 +10.8%
US 297.0 362.9 -18.2%
Europe 351.0 362.5 -3.2%
Rest of the world 160.1 205.5 -22.1%
Adjusted revenue
1
1,71 7.0 1,751.4
1. Revenue less adjusted items.
The Group’s strategic focus in 2025 was centred on driving sustainable growth in our core markets of the UK and US, alongside a deliberate
repositioning in Asia and Europe. This involved prioritising higher-margin sales and evolving our operating models, a process that has now largely
cycled through, setting a strong foundation for future performance but which also shifted the regional mix of sales.
The UK continues to be the largest and most concentrated market for the Group, accounting for 53% of revenue (2024: 47%) and growing +10.8%
in the year. The year saw a standout performance in the UK, with market share gains across both divisions. THG Beauty delivered an especially
strong performance, with Lookfantastic UK achieving impressive growth of +16.2% in the final quarter, driven by strong new customer acquisition
anda record-breaking festive trading period. THG Nutrition also delivered a solid performance, maintaining its position as the UK’s number one
sports nutrition brand.
The US remains a key strategic market with significant growth potential. The first half of the year presented challenges due to cautious consumer
sentiment and US dollar headwinds, the weakness in the dollar and other factors led to statutory sales falling -18.2%. A strong improvement was
seen as the year progressed, THG Nutrition’s expansion into US retail was a highlight, with new listings in major retailers such as Walmart and GNC
significantly expanding our offline presence.
In Europe and the Rest of the World, revenue declined as a direct result of strategic actions. Within THG Beauty, we consciously reduced
promotional activity and exited certain low-margin sales activities across Europe and Asia. For THG Nutrition, performance in Asia was significantly
impacted by the sustained and adverse weakness of the Japanese yen, combined with elevated whey protein costs, which rendered the
direct-to-consumer model uneconomic and was the largest factor behind the 20.3% sales decline in the region. In response, we are finalising
atransition to a more profitable partnership-led distribution and licensing model in the region.
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Chief Financial Officer’s Review continued
Group financial review
Statutory results
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Continuing operations
Revenue 1,717.9 1,751.4
Cost of sales (1,029.9) (1,057.8)
Gross profit 688.0 693.6
Distribution costs (215.4) (231.0)
Administrative costs (525.0) (610.5)
Profit on disposal of subsidiary 60.5 —
Operating profit/(loss) 8.1 (147.9)
Finance income 2.5 9.0
Finance costs (80.1) (63.6)
Loss before tax (69.4) (202.4)
Income tax credit 5.7 21.9
Loss for the financial year from continuing operations (63.7) (180.6)
Discontinued operations
Profit/(loss) for the financial year from discontinued operations, net of tax 117. 8 (145.6)
Profit/(loss) for the financial year 54.1 (326.1)
Adjusted profit measures with reconciliation to statutory result
Management have presented alternative performance measures to provide stakeholders with additional helpful information on the performance
of the business. These alternative performance measures are consistent with how the business performance is monitored and reported through
internal Management reporting to the Board. To ensure that stakeholders can reconcile this to the statutory information presented, the below table
has been included:
2025
Management
adjusted view
£m
Adjusted
items
£m
Amortisation
and
depreciation
£m
Share-based
payments
£m
Statutory
£m
Revenue 1,71 7.0 0.9 — — 1,717.9
Cost of sales (1,018.1) (11.0) (0.8) — (1,029.9)
Gross profit 698.9 (10.1) (0.8) — 688.0
Distribution costs (211.4) (0.7) (3.3) — (215.4)
Administrative costs (410.9) (19.4) (86.8) (7.9) (525.0)
Profit on disposal of subsidiary 60.5 — — — 60.5
Operating profit 137.1 (30.2) (90.9) (7.9) 8.1
2024
Management
adjusted view
£m
Adjusted
items
£m
Amortisation
and
depreciation
£m
Share-based
payments
£m
Statutory
£m
Revenue 1,751.4 — — — 1,751.4
Cost of sales (1,023.9) (33.6) (0.4) — (1,057.8)
Gross profit 727.5 (33.6) (0.4) — 693.6
Distribution costs (229.5) (1.3) (0.2) — (231.0)
Administrative costs (414.6) (89.6) (89.6) (16.6) (610.5)
Operating profit/(loss) 83.4 (124.5) (90.2) (16.6) (147.9)
THG PLC Annual Report and Accounts 2025
26
Revenue
Group statutory continuing revenue decreased by -1.9% to £1,717.9m (2024: £1,751.4m), a result directly impacted by strategic decisions to exit
non-profitable businesses and territories, which reduced full-year growth by 320bps. Macroeconomic challenges in Asia, notably the weak
Japanese yen and elevated whey prices, also necessitated a shift to a partnership-led model for THG Nutrition in the region.
This was significantly offset by a record second-half performance (+6.8% CCY), which while on a statutory basis revenue declined, on a constant
currency basis, when the impact of the discontinued categories are removed increased by +2.3%. This recovery was fuelled by the success of
THG Nutrition's offline and licensing expansion and a marked acceleration in THG Beauty, which delivered a very strong final quarter with robust
momentum in the UK and US markets.
Gross profit
Adjusted gross profit was £698.9m (2024: £727.5m) equating to an adjusted margin of 40.7% (2024: 41.5%), a reduction of 80bps compared to 2024.
The YoY margin reduction was driven by the significant external headwinds faced by THG Nutrition. The business contended with a
higher-for-longer whey price environment, with input costs remaining at exceptionally elevated levels, creating near-term margin pressure. This
was compounded by the sustained weakness of the Japanese yen, which rendered the D2C model in Asia uneconomic. The division has actively
worked to mitigate these impacts through targeted price increases, product reformulation, and a successful mix-shift towards higher-margin
categories such as hydration, creatine and clothing.
THG Beauty delivered margins in line with its medium-term guidance range of 38-40%, despite the repositioning of its own-brand portfolio earlier
in the year.
Gross profit on a statutory basis totalled £688.0m, delivering a margin of 40.0% (2024: 39.6%). In addition to the factors above, the statutory
position in 2025 was impacted by adjusting items relating to the Group’s continued strategic review and portfolio optimisation.
Distribution costs
Adjusted distribution costs of £211.4m (2024: £229.5m) equate to 12.3% of revenue (2024: 13.1%). This significant improvement of 80bps is a result
of an improved regional mix, with stronger growth in the UK where sales concentration and warehouse automation is highest. The continued focus
on improving average order values across both divisions also drove further efficiency into the Group’s distribution network.
Distribution costs on a statutory basis were £215.4m, being 12.5% of revenue (2024: 13.2%). The statutory result for 2025 also reflects changes to
the Group’s lease portfolio and associated depreciation following the demerger of THG Ingenuity, alongside the impact of adjusting items.
Administration costs
Adjusted administrative costs as a percentage of revenue totalled 23.9% (2024: 23.7%). Throughout 2025, the Group executed a significant cost-
saving programme which has right-sized the cost base of the business, with payroll costs improving by 100bps year-on-year, driven by the removal
of c.500 roles through a combination of restructures, attrition and the accelerated adoption of AI to automate and improve business processes.
These substantial savings were delivered despite headwinds from national insurance and national minimum wage increases, which added c.£8m
of cost. Furthermore, a conscious investment was made in marketing during the year to support the successful return to growth in the second half,
driving new customer acquisition and brand awareness. Adjusted administrative costs reduced by £3.7m to £410.9m (2024: £414.6m), reflecting
the successful cost-saving initiatives more than offsetting the planned investment in marketing and inflationary pressures.
Administrative costs on a statutory basis totalled £525.0m (2024: £610.5m), decreasing year on year due to a significant reduction in adjusteditems.
Adjusted EBITDA and Adjusted EBITDA margin
Reconciliation from operating profit/(loss) to Adjusted EBITDA
2025
£m
2024
£m
Operating profit/(loss) 8.1 (147.9)
Adjustments for:
Amortisation 16.5 19.9
Amortisation of acquired intangibles 41.9 45.5
Depreciation on fixed assets 12.0 13.1
Depreciation on right-of-use assets 20.4 11.7
Adjusted items – cash 14.3 24.6
Adjusted items – non-cash 6.4 42.4
Adjusted items – non-cash impairment 9.5 57.5
Share-based payments 7.9 16.6
Profit on disposal of subsidiary (60.5) —
Adjusted EBITDA 76.6 83.3
Adjusted EBITDA % 4.5% 4.8%
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Adjusted items
In order to understand the underlying performance of the Group, certain costs included within cost of sales, distribution and administrative
expenses have been classified as adjusted items. Adjusted items decreased significantly year on year, totalling £30.2m in 2025, representing a
reduction of almost £95m compared to 2024 (£124.5m).
Adjusting items in the current year primarily comprise one-off costs associated with strategic reviews as the Group continues to pivot towards a
simpler economic model and adapt to the prevailing macroeconomic environment, alongside restructuring costs arising from headcount reductions
as processes are simplified and the Group further embraces AI.
The significant reduction relative to the prior year is principally driven by a reduction in the level of impairment charges, with £57.5m recognised in
2024 (£9.0m in 2025). For full details of each category of adjusted items, see note 4 to the financial statements.
Profit on disposal of subsidiary
The strategic disposal of Claremont Ingredients completed in August 2025 for cash proceeds of c.£103m, generating a profit on disposal of
£60.5m. This accounting gain, which represents the excess of proceeds over the carrying value of the divested net assets, marks an excellent
return on the initial investment of c.£52m in late 2020.
Depreciation and amortisation
Statutory depreciation and amortisation costs were £32.5m and £58.4m respectively (2024: £24.8m and £65.4m). Included within amortisation is
£41.9m (2024: £45.5m) of amortisation on acquired intangibles (see below) relating to historic acquisitions.
Amortisation has reduced following disposal of intangible assets as part of the sale of Claremont Ingredients. The increase in depreciation is due to
the new leases entered into following demerger which has led to an increase in depreciation on right-of-use assets.
Amortisation on acquired intangibles £41.9m (2024: £45.5m)
When an acquisition is made, the accounting standards (IFRS 3: Business Combinations) require that an exercise is undertaken to value any
brands, trade names or other intellectual property (such as customer lists). Following recognition of these assets, they are amortised over a period
of 2-20 years.
Given the number of significant acquisitions made across 2017 to 2022, primarily within THG Beauty, we consider this amount should be viewed
separately to other amortisation to ensure comparability to those who undertook fewer or no acquisitions. This is a non-cash cost.
There were no additions here and the reduction in acquired amortisation year on year was largely driven by a combination of the prior year
impairment reducing the carrying value of assets alongside some of the assets now being fully written down.
Adjusted EBITDA and operating profit/(loss)
Adjusted EBITDA for the year totalled £76.6m (2024: £83.3m). This resilient performance was delivered against significant, well-publicised external
headwinds. The modest reduction year on year was principally driven by challenges within THG Nutrition, which faced sustained, record-high
whey commodity prices and the persistent weakness of the Japanese yen. These factors impacted margins and prompted a strategic pivot away
from the D2C model in Asia. Profitability was also temporarily constrained by a planned life cycle investment programme across THG Beauty’s
own-brand portfolio, a strategic decision taken to enhance and reposition key brands for future growth.
The Group’s statutory operating profit/(loss) for the year showed a substantial improvement, swinging to a profit of £8.1m from a loss of £147.9m
in 2024. This improvement of over £150m is directly attributable to a significant reduction in adjusting items, which fell to £30.2m from £124.5m
in the prior year, combined with the profit generated on disposal of Claremont Ingredients totalling £60.5m (2024: £nil). The 2024 result was
materially impacted by significant, non-recurring costs relating to the Group’s strategic overhaul, which included losses on the disposal of
discontinued categories, associated asset impairments and costs to complete the global Myprotein rebrand. The successful conclusion of
these initiatives meant these costs did not recur to the same extent in 2025, revealing a much-improved underlying performance for the
continuingGroup.
Finance costs net of finance income
Finance costs for the year have benefited from the Group’s substantial deleveraging following the successful debt refinancing completed in the
first quarter of 2025.
This benefit, however, was partially offset by three main factors. Firstly, the Group faced a higher average cost of debt, a reflection of the higher
interest rate environment relative to the original Term Loan B which was incepted in 2019. Secondly, the total finance cost includes approximately
£3m of notional, non-cash interest related to the convertible loan issued as part of the refinancing and converted to equity in December
2025. Thirdly, the refinancing also resulted in non-cash accounting charges of approximately £11m, driven by the treatment of historic prepaid
arrangement fees and the application of the revised effective interest rate on the new debt structure.
Despite the impact of these non-cash items on the income statement, the statement of cash flows indicates that net cash interest costs were
broadly comparable year on year, highlighting the underlying operational benefits of the reduced external borrowings in an economic environment
of increased interest costs.
Chief Financial Officer’s Review continued
THG PLC Annual Report and Accounts 2025
28
Loss before tax from continuing operations and tax rate
Loss before tax from continuing operations was £69.4m (2024: £202.4m). The effective tax rate is -8.2% (2024: -10.8%), based on a total tax credit
of £5.7m (2024: tax credit £21.9m). The effective tax rate differs from the average statutory rate of 25%. This is primarily due to an exempt gain
on the disposal of a subsidiary (21.8%), offset by the movement in deferred tax not recognised (-41.5%). The non-deductible expenses principally
comprise of the share-based payments charge and non-qualifying depreciation.
At 31 December 2025, the total net deferred tax liability is £43.8m (2024: £59.6m). The deferred tax liability in respect of intangible assets
recognised on consolidation was £105.6m (2024: £123.0m). The deferred tax asset in respect of tax losses recognised was £32.8m (2024:
£46.4m). There were £52.9m of unrecognised deferred tax assets in respect of tax losses at the balance sheet date. This non-recognition has
animpact on the income statement tax charge, and this is one of the primary reasons for the effective tax rate being below the statutory rate.
Discontinued operations
On 2 January 2025, the Group successfully completed the previously announced demerger of THG Ingenuity into a standalone, independent
private company. THG Ingenuity has been recognised as a discontinued operation and the 2025 results disclosed THG Ingenuity as discontinued.
Aprofit on disposal of £117.8m was crystallised in 2025 (2024: £145.6m loss). The current year gain on distribution of THG Ingenuity (see more
detail within note 12.2 of the financial statements) is calculated as the difference between the fair value and the book value of its net assets after
finalisation of completion accounts. The loss inthe prior year was primarily driven by the operating loss of THG Ingenuity.
Profit/(loss) for the financial year
The Group delivered a statutory profit for the financial year of £54.1m (2024: loss of £326.1m). This improvement of over £380m is principally
attributable to more than a £260m positive swing in the result from discontinued operations, which generated a profit in 2025 versus a loss in
2024. The result was further aided by a c.£95m reduction in charges classified as adjusting items within continuing operations.
Earnings per share
Basic earnings per share were £0.04 per share (2024: loss of £(0.24) per share). This was primarily driven by the statutory profit noted above
arising from the profit on discontinuation of THG Ingenuity and the profit on disposal of Claremont Ingredients.
Cash flow statement
2025
£m
2024
(Post
demerger)
£m
Adjusted EBITDA 76.6 83.4
Working capital movements (21.8) 17.9
Tax paid (3.7) (1.3)
Adjusted items (17.8) (21.2)
Net cash generated from operating activities 33.4 78.8
Purchase of property, plant and equipment (4.0) (7.5)
Purchase of intangible assets (17.1) (13.6)
Interest paid (46.0) (45.0)
Interest received 2.5 9.0
Lease repayments (20.6) (21.4)
Free cash flow (51.8) 0.4
Proceeds from sale of subsidiaries net of cash disposed 101.4 —
Repayments of bank borrowings (217.3) (23.8)
Share placing, net of directly attributable costs — 93.3
Proceeds from issuance of Ordinary Shares net of fees 21.4 —
Proceeds from the issue of convertible loans 67.5 —
Payments on distribution (46.7) —
Net (decrease)/increase in cash and cash equivalents (125.5) 69.9
Cash and cash equivalents at the end of the year 183.1 308.6
THG PLC Annual Report and Accounts 2025
29
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Chief Financial Officer’s Review continued
Cash flow statement continued
Free cash outflow in 2025 totals £51.8m (2024: £0.4m inflow). This is driven by a reduction in Adjusted EBITDA arising from the factors mentioned
above and an adverse working capital movement of £21.8m. This reflects the normal seasonal outflow in the first half of the year, which partially
reversed in the second half. The inflow in H2 was moderated by a conscious decision to invest in inventory for fast-moving THG Beauty lines to
support the stronger-than-expected sales momentum in the fourth quarter. Weview this as a temporary phasing impact and expect this position
to unwind through 2026.
Capital expenditure has significantly reduced as guided post-demerger. The total spend in 2025 totalled £21.1m for the year (2024: £21.1m),
reflecting the Group’s disciplined capital allocation strategy.
The Group successfully completed a major refinancing in April 2025, providing enhanced balance sheet strength with facilities now extending to
2029. Cash flows from financing activities show a reduction in borrowings of £217.3m, which was largely funded by proceeds from the £88.9m
equity raise and the £100.7m net proceeds from the disposal of Claremont Ingredients.
While cash interest paid remained consistent year on year, given the decrease in interest rates during the year, cash interest received decreased
from £9.0m in 2024 to £2.5m in 2025.
The Group closed the year in a strong liquidity position, with cash and cash equivalents of £183.1m and a fully undrawn revolving credit facility
(“RCF”) of £150m, providing total cash and available facilities of approximately £333m at year end.
Balance sheet
Cash and cash equivalents and net cash before lease liabilities
31 December
2025
£m
31 December
2024
£m
Loans and other borrowings (430.4) (604.6)
Lease liabilities (130.8) (41.4)
Cash and cash equivalents 183.1 308.6
Sub-total (378.1) (337.3)
Adjustments:
Retranslate debt balance at swap rate where hedged by foreign exchange derivatives 14.3 (8.3)
Net debt (363.8) (345.6)
Net debt adjusted for demerger subleases (363.8) (422.5)
Net debt before lease liabilities (233.0) (304.3)
At 31 December 2025, the Group held £183.1m in cash and cash equivalents (2024: £308.6m). Total available liquidity stood at c.£333m, including
the fully undrawn RCF of £150m.
As part of its ongoing strategy to reduce gross debt, the Group successfully completed a major refinancing of its debt facilities in the first half,
extending key maturities to 2029 and providing long-term balance sheet stability following the demerger of THG Ingenuity. At the year end, total
borrowings stood at £430.4m, a significant reduction from £604.6m at the prior year end. The Group’s streamlined facilities now primarily comprise
a €445m Term Loan B, with the previous Term Loan A facility having been fully repaid during the year.
The decrease in net debt before leases year-on-year has been driven by the reduction in borrowings following the refinancing outlined above and
the associated equity raise.
The increase in net debt is driven by the increase in lease liabilities. The majority of the Group’s material leases left the Group as part of the
demerger, as they relate to THG Ingenuity’s operations, however, new subleases were entered into in 2025 following the demerger totalling £76.9m
reflecting THGs use of properties where the headlease is with Ingenuity. To compare on a like-for-like basis we have included net debt adjusted for
subleases. On this basis, net debt has declined year on year reflective of the reduction in borrowings.
THG PLC Annual Report and Accounts 2025
30
Non-current assets
Property, plant and equipment totalled £55.8m (2024: £64.9m). Intangible assets totalled £836.0m (2024: £958.3m) with the reduction in
intangibles driven by a combination of the amortisation charge (see earlier), the sale of Claremont Ingredients and foreign exchange rates reducing
the value of US dollar denominated assets.
Right-of-use assets totalled £116.8m (2024: £29.3m). The increase compared to the 2024 year end relates primarily to the subleases entered into
as part of the demerger with no material new leases entered into during the financial year.
Going concern
The Group remains in a strong cash position following the demerger with cash and cash equivalents totalling £183.1m (2024: £308.6m).
At 31 December 2025, the RCF was undrawn, meaning the Group had £150m available in undrawn facilities, leaving THG with c.£333m in cash and
available facilities.
Net debt before lease liabilities totalled £233.0m (2024: net debt before lease liabilities £304.3m).
In making their assessment of going concern, the Directors reviewed financial projections until 30 April 2027 and concluded that the Group was a
going concern.
Stress test scenarios were modelled to take into account severe but plausible impacts of a combination of the principal risks occurring, including
reducing sales for the two key businesses to levels below historic actuals and current budgets. A reverse stress test was also separately modelled.
The results of stress testing demonstrated that the combination of mitigating actions available including existing cash resources, level of
discretionary spend and ability to utilise the RCF were sufficient for the Group to withstand such impacts.
Damian Sanders
Executive Director and
Chief Financial Officer
25 March 2026
THG PLC Annual Report and Accounts 2025
31
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Section 172 Statement:
Stakeholder Engagement
Section 172 of the Companies Act outlines
the duty of company directors to promote the
success of the company. Directors must act in
good faith to promote the company’s long-term
success for the benefit of its shareholders, while
taking into account the impact of their decisions
on a range ofstakeholders.
THG’s vision is to be the online leader in beauty
and sports nutrition, and we have identified six
key stakeholder groups who play a vital part
in achieving this objective. Active engagement
between the Board and these stakeholder
groups is underpinned by our values and
purpose. It is therefore critical to ensure
that Board decision-making is appropriately
informed by the relevant section 172 stakeholder
considerations. Such engagement will, in turn,
support the successful delivery of the Group’s
strategic priorities and promote sustainable
valuecreation.
In addition to the engagement outcomes
summarised in this statement, the table
whichfollows details other areas of this Annual
Report which contain section 172 related
information.
Shareholders
Suppliers
Customers and
Consumers
Partners
Society and
Communities
Our People
Section 172 consideration Further information can be found on
(a)
The likely consequences of any
decisions in the long term
Principal risks – pages 62
to 67
(b)
Interests of employees
Our culture - pages 40
and 41
(c)
Fostering business relationships with
suppliers, customers and others
Our strategy – pages 10
and 11
(d)
Impact of operations on the
community and environment
Sustainability – pages 42
to 51
(e)
Maintaining a reputation for high
standards of business conduct
Supply chain standards
– pages 48 and 49
(f)
Acting fairly between
Shareholders
Chair’s Statement – page 6
THG PLC Annual Report and Accounts 2025
32
How THG engages How the Board engages
Customers and Consumers
•
Through its brands via social media and social
commercechannels
•
Physical shopping experience through the Lookfantastic store
andstrategic THG Beauty pop-ups
•
THG Nutrition indirectly engages via supermarkets and
convenience stores retailing Myprotein products in addition
toother third-party retail channels
•
Independent brand activations or in collaboration with
brandpartners
•
Through the creation of global digital content to support
brandawareness
•
Customer and consumer insights provided to and analysed
bySenior Management
•
Continued expansion and refinement of loyalty programmes
across THG Beauty and THG Nutrition
•
Improvements to app personalisation user interface to deliver
africtionless discovery and purchase experience
•
Award-winning customer contact centre and customer
advisoryteams
•
Industry-leading service to our customers through next-day
delivery options
Indirect
•
Regular updates from Senior Management on strategic priorities,
including brand partnerships and new product development with
a focus on meeting the ever-changing needs of customers and
consumers
•
Monthly updates by the commercial finance team and CFO onthe
financial performance of different sales channels
•
Monthly updates by the THG Beauty and THG Nutrition Senior
Management on customer KPIs including app participation,
orderfrequency andconversion
•
Regular review by THG Beauty and THG Nutrition Chief Executive
Officers of operational performance to review areasto enhance
and improve the customer experience
•
Board presentations from Senior Management on customer
satisfaction scores, brand perceptions and process improvements
•
Regular reviews on key cyber security enhancements
andregulatory compliance
With D2C channels being our largest and most direct route to
customers, the retail experience is of paramount importance.
Tomaintain consumer trust and strengthen relationships, we have
enhanced how we engage directly, including increased social
commerce activity, improvements to the app experience, and more
tactile brand interactions including physical retail experiences and
influencer-led brand activations.
Regular Senior Management updates allow for strategic priorities to be
focused on better understanding the wants and needs of customers
and consumers, and ensuring we are well positioned to execute them.
Embracing social
commerce channels
•
In early 2025, THG Nutrition launched initiatives to enhance
the customer experience by expanding into social commerce
and marketplace channels. This strategic move was a direct
response to listening to our customers, who expressed an
interest in purchasing their favourite products through one
seamless transaction.
•
The initiative focused on key themes such as cross-selling,
brand loyalty, and simplifying the customer journey. We
leveraged our proprietary technology provider, THG Ingenuity,
to create a unified purchasing experience across our social
commerce channels, including TikTok Shop.
•
This provided a platform to comprehensively monitor evolving
customer behaviours and resulted in an increased sales, with
>90% growth in social commerce channels, with a TikTok shop
presence in the UK, US and Germany.
•
By engaging with our customers through surveys and feedback
channels, we’ve been able to deepen our relationships through
a more customer-centric approach. This has allowed us to
tailor our strategies tobetter meet customer needs and drive
continuous improvement in howwe serve our global community.
•
Additionally, we’ve strengthened our customer partnerships
through personalised recommendations and exclusive offers.
By leveraging a data-led approach and advanced insights,
we can anticipate customer needs and enhance mutual
growth, delivering a truly integrated and convenient shopping
experience.
Outcomes of engagement
•
Connecting more effectively with customers.
•
Greater order accuracy and quicker delivery times in addition to
proactive customer communications, reducing the requirement for
post-order support.
•
A more personalised and targeted customer experience with more
efficient and tailored marketing.
Contact rates
7.8%
2024: 10.4%
Trustpilot reviews
182k
2024: 213k
THG PLC Annual Report and Accounts 2025
33
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
•
Annual Report and Accounts
•
RNS announcements
•
Scheduled investor presentations and conference calls
•
Corporate website
•
Head office and site tours
•
One-to-one and group investor meetings on site and attendance
at investor conferences
•
Regular engagement through meetings with analysts across
THG’s coverage base
Direct
•
General meetings, including the Company’s annual
generalmeeting
•
The CEO and CFO have an ongoing programme of meeting
institutional Shareholders, supported by Senior Management
•
The Chair and SID are available to meet Shareholders
uponrequest
•
The CEO and CFO host webcasts following trading statements
•
The CEO hosts fireside calls available to the investing community
•
Institutional Shareholder feedback considered in key
decision-making influencing strategic direction
Indirect
•
The Board reviews and approves material market communications,
such as the Annual Report and Accounts and trading and
otherupdates
How THG engages How the Board engages
Shareholders
Section 172 Statement: Stakeholder Engagement continued
By regularly engaging with our Shareholders, we ensure that they
are well informed of the Group’s strategic and financial priorities,
business performance, market environment and sustainability
commitments. The judgement and opinions of our Shareholders
influence the strategic decisions made by the Board, driven
ultimately by the aim of maximising Shareholder value.
We have actively communicated with stakeholders through various
channels during 2025, including virtual roadshows and in-person
meetings. Our Annual Report and Accounts provides a detailed
overview of our financial performance and progress against strategic
objectives. As a publicly listed company, our purpose, vision, values
andstrategy are all focused on the single objective of creating
long-term, sustainable value for our Shareholders.
Fireside interview with
CEO Matthew Moulding
•
In late 2025, Matthew Moulding participated in a fireside
chat with a Peel Hunt equity research analyst. The event aimed
to provide investors with a detailed understanding of THG
Nutrition’s performance and its strategic evolution towards
offline channels via licensing and partnership deals.
•
The fireside chat offered investors a unique opportunity to
deepen their understanding of THG Nutrition’s strategy and the
operating model changes implemented to broaden its channel
approach in response to market changes and opportunities.
•
It also provided a platform for a Q&A session with the Group
CEO, allowing investors to raise their questions directly.
•
By hosting this event, THG provided Shareholders with a clearer
understanding of the business and its outlook. The fireside
chat has since become one of Peel Hunt’s most successful
investor videos, with significant traffic and engagement
(including subsequent views on LinkedIn).
Outcomes of engagement
•
Enhanced Shareholder perception by effectively communicating
the Group’s strategy and addressing concerns if raised.
•
Kept Shareholders informed through financial and strategic RNS
updates, anddirect engagement.
•
Analysts and investors can provide feedback on trading
performance and strategic direction through interactions during
each financial year.
•
Support for all resolutions at the 2025AGM.
read more in the Chief Financial Officer's Review on
pages 22 to 31
THG PLC Annual Report and Accounts 2025
34
•
Annual anti-bribery training undertaken by procurement function
•
Risk assessment undertaken for all suppliers and processes in
place for reviewing and enhancing audit for higher-risk suppliers
•
Strategic suppliers identified and engaged on carbon
reductionmatters
•
Risk assessments undertaken for all suppliers for reviewing
CSRalignment
•
We operate under the THG Supply Chain Standards applicable to
all supplier relationships
•
Regular engagement with key strategic suppliers with enhanced
reporting aimed at identifying working efficiencies and
strengthening relationships
Indirect
•
Regular review of key raw material prices and buying strategy
•
Site visits undertaken by Risk Committee Chair on an ad hoc basis
as and when considered appropriate
•
Members of the Executive Leadership Team available to meet
major suppliers
•
Regular review of supplier payment terms and metrics
•
Regular updates on laws and regulations to ensure business
compliance
•
Regular review of key suppliers’ default risk and contingency
planning to reduce supply chain risk
How THG engages How the Board engages
Suppliers
As a global business, it is essential that we hold ourselves to the
highest ethical standards when dealing with our suppliers to ensure
business is conducted with complete integrity and in a manner
which ensures compliance with all applicable laws and regulations.
Our Board is dedicated to building supplier relationships that support
our brands while addressing societal and environmental challenges,
following the THG Group’s Supplier Manual to ensure high standards
of business conduct.
We strive to build productive, fair and lasting partnerships with
suppliers, ensuring long-term value creation for Shareholders while
respecting suppliers’ business needs.
The Group works closely with THG Ingenuity, a key third-party
supplier, across a number of services. Through active, multi-level
stakeholder engagement, we ensure the relationship is both
productive and commercially successful.
THG Beauty Supplier
Summit
•
In late 2025, we hosted our annual THG Beauty Supplier
Summit, welcoming over 100 suppliers from across the beauty
industry. Attendeesincluded established global leaders,
emerging trend-setters, andfast-growing indiebrands.
•
The event focused on key industry themes such as the growing
adoption of AI and technologies, emerging product categories,
and evolving customer shopping behaviours.
•
It provided a platform for the THG Beauty Executive team to
share how these trends are shaping our strategic direction
across product categories and marketing channels across
different sites, while reinforcing how the THG Beauty
proposition remains a strategically valuable partner for our
suppliers.
•
By engaging with our suppliers in this format, we’ve been able
to deepen our relationships through a more forward-looking
approach, tailoring strategies to better meet supplier needs
and drive continuous improvement in how we collaborate.
•
Additionally, we’ve strengthened co-dependent partnerships
through retail media agreements, enabling suppliers to benefit
from THG’s data-led approach and advanced insights to
enhance mutual growth.
“ A strong relationship with our suppliers is a
cornerstone of our global success, and the
Beauty Supplier Summit is a testament to
that collaborative spirit. Bydeepening these
relationships and leveraging our combined
strengths, wecan navigate the evolving
beauty landscape and work to actively shape
it,ensuring mutual growth and continued
innovation with our partners.”
Billie Faricy-Hyett
Chief Buying Officer
Outcomes of engagement
•
Improvements to stakeholder engagement and relations.
•
Increased transparency in procurement decisions, including in
contractual terms, sustainability claims and onboarding.
•
Improved supplier on-time payment performance.
•
Significant cost savings per unit and maintenance of delivery
standards throughout peak trading periods.
THG PLC Annual Report and Accounts 2025
35
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
•
Regular reviews with license-out partners to assess
sales performance, new product development and joint
marketingstrategy
•
Regular reviews with license-in partners to share performance
of existing ranges, assess opportunities for range expansion
andcoordinate joint marketing
•
Strategic partners identified and engaged on carbon
reductionmatters
•
Due diligence undertaken on all potential licensed-out partners
toensure branding consistency across ranges
Indirect
•
Members of the Executive Leadership Team available to meet
major partners
•
Regular reviews of partnership revenue performance and product
launch pipeline
•
Regular review of partnership and licensing commercial
arrangements
•
Revenue review meetings and agreement assessments to ensure
sustainable and profitable partnerships
How THG engages How the Board engages
Partners
Section 172 Statement: Stakeholder Engagement continued
Strategic partnerships have become increasingly important
to Myprotein, with curated product ranges enabling access to
categories outside of and adjacent to our corerange.
Myprotein currently partners with multiple established brands
including Müller and Jimmy’s iced coffee (license-out model), and
Marvel, Hyrox and Mars (license-in model).
During the initial consultation period and after establishing brand
partnerships, THG engages regularly with partnering brands to
ensure alignment in product branding, to assess commercial
agreements and track the performance of each range. This ensures
that partnerships are mutually beneficial and informs decisions on
extending agreements and ranges.
SG Safety
During 2025, Myprotein announced the launch of a long-standing
partnership agreement with SG Safety Corporation, a subsidiary
of leading Korean conglomerate CJ Group. The partnership
welcomes a range of seven Myprotein licensed high protein RTDs
and meal replacements, designed to support consumers’ healthy
lifestyles through convenient daily protein intake.
In addition, joint local brand activations have helped to spark
demand for the collaboration in country, including the ‘Fitness
Wonderland’ pop-up store event. The event saw over 2,000
visitors attend, including prominent influencers in fitness, health
and lifestyle, helping to foster a sense of unity between the
brand and its fans. The partnership has served as a key strategic
initiative for THG Nutrition, helping to raise awareness for the
brand in Korea, while also providing opportunities for further
expansion, including the opening of Myprotein Official Brand
Store on NAVER, providing customers with a certified and trusted
channel to purchase the full range of products.
“ Korea is one of the key markets in our global
growth strategy and, through our collaboration
with SG Safety, we aim to further enhance
brandaccessibility and consumer trust within
the country.”
Neil Mistry
THG Nutrition CEO
Outcomes of engagement
•
Partnerships enhance our ability to engage with customers
through product and brand collaborations, increasing usage
occasions.
•
Ensuring partner brands align with our values helps maintain
Myprotein’s brand image and reputation.
•
Quarterly reviews assess marketing efforts, partnership
performance and inform future collaboration decisions.
THG PLC Annual Report and Accounts 2025
36
•
Development of employee networks, each supported by
dedicated Executive Sponsors
•
Launch of the employee wellbeing hub
•
Colleague engagement and culture surveys
•
Evolution of Learning and Development offering including
introduction of in-house management programme and upskilling
programmes including the AI Academy in partnership with
Multiverse
•
Regular leadership town hall meetings
•
Introduction of dedicated reward and recognition platform
•
Development of best-in-class onboarding programmes
Direct
•
End-of-year colleague presentation delivered by
ExecutiveDirectors
•
Annual business strategy updates with Senior Management
•
Sponsorship and attendance at employee network events
•
Through workforce engagement initiatives
Indirect
•
Review of attrition and key recruitment matters by the Chief
People Officer at Board meetings
•
Refreshed and approved updated Board Members role profiles
How THG engages How the Board engages
Our People
By investing in our people, we have been
able to cultivate an environment that is not
only a great place to work but also a catalyst
for our growth and expansion. We believe
that a supportive and development-focused
culture equips ourteams to excel and drive
ourbusiness forward.
Through 2025 we have continued to develop
our employee networks, with thegoal of
creating an environment where employees
can connect with those who share passions,
backgrounds, interest or lived experiences.
These networks are colleague-led groups
and aim to provide a space where people can
connect and support each other to make real
impact. By joining networks, our employees
can benefit by:
•
Taking on leadership opportunities and
growing professionally alongside their day job.
•
Learning from leaders who help guide,
mentor and develop members.
•
Acting as a representative voice to support
decision-making.
•
Getting involved in things they care about
and seeing results.
Senior Management engage on a regular basis
through sponsorship of employee initiatives
and regular reviews of feedback from
other
employee development schemes. By doing
so,
we’reable to refine our employee offering,
while ensuring the desired skills are being
developed to meet the needs of the business.
The Board engages by overseeing and
sponsoring employee initiatives to ensure
thatpeople have every opportunity to succeed.
Employees are also recognised for their efforts
each year through the Company’s year-end
awards. This also provides Board members
with the opportunity to engage with staff
andgain feedback.
Strategy updates with Senior Management are
undertaken on a regular basis to allow the Board
to engage and provide feedback and guidance
to the Chief People Officer. Indirectly, the Board
also engages through reviews of recruitment and
attrition matters with the Chief People Officer.
Outcomes of engagement
•
Employees gain access to networks,
training and leadership opportunities.
•
Fostering a culture of hard work and
recognition.
•
Managers enhance critical skills such
as communication, negotiation and
performance management.
•
Sponsorship from senior leaders
provides employees with valuable
networking opportunities and career
insights.
•
Recognition programmes and benefits
improve morale and commitment.
•
Leadership town halls and Executive
Sponsors provide coaching and careers
guidance.
•
Monthly reviews on attrition and
recruitment help refine people strategies.
•
The Board’s involvement ensures
alignment with the Group’s strategic
aims and objectives, supporting its
long-term success.
•
Implementation of the Group’s Social Impact Strategy
•
Charity partnership with The Christie
•
Supporting a number of charities through the year
•
Supporting local independent businesses through
THGLovesLocal
Indirect
•
Quarterly review of progress against the 2030
SustainabilityStrategy
•
ESG matters discussed in Sustainability Committee meetings
andthereafter updates provided at monthly Board meetings
How THG engages How the Board engages
Society and Communities
We are dedicated to being social stewards
in our local communities, with the goal of
creating a net positive impact. In collaboration
with our employee networks, we empower our
staff to drive meaningful change with the full
support of the business.
Throughout 2025, we have engaged with
our community in several ways, including
partnerships with local businesses and
charities.
Our ‘THG Loves Local’ event series, for
example, has provided a platform for
employees to support local businesses by
inviting them to our Icon campus, fostering
engagement and contributing to their growth.
In addition, we have partnered with numerous
charities to improve our local communities,
including:
•
Movember
•
The Christie
•
Smart Works
Greater Manchester
•
Alzheimer’s Society
Outcomes of engagement
•
You can read more about the outcomes
from our engagement work in Society
and Communities in the Sustainability
section on pages 50 and 51.
read more in Our culture on pages 40 and 41, in Sustainability on pages 50 and 51 and
in the Corporate Governance Report on pages 71 to 78
THG PLC Annual Report and Accounts 2025
37
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Section 172 Statement: Stakeholder Engagement continued
Principal decisions
Below are examples of the key discussions
and principal decisions taken by the Board
during 2025, alongside relevant strategic
priorities and stakeholders considered.
Sale of Claremont
Ingredients
Stakeholders considered:
Strategic priorities considered:
In August 2025, the Group agreed to sell
Claremont Ingredients to the Nactarome
Group, a fast-growth international flavour
specialist, for c.£103m in cash. Proceeds
from the sale contributed towards reducing
net leverage andborrowing costs, in line with
theCompany’s capital allocation strategy.
Claremont was acquired in late 2020 for
£52m (excluding cash acquired) to enhance
new product development and accelerate
the launch of a global licensing range for
Myprotein.
The Executive Leadership Team considered
the financial and operational impact of the
disposal given Claremont’s importance to
Myprotein’s flavour development, and as
a result a long-term supply contract was
established to ensure continuity and preserve
the working relationship post-sale.
The decision to sell aligned with the Group’s
broader strategy to streamline operations,
simplify the Company, and concentrate on
its core strengths and competencies. The
disposal delivered value for Shareholders by
strengthening the Company’s balance sheet.
Overall, the acquisition and subsequent
disposal was considered a major success,
playing a pivotal role in developing Myprotein’s
global franchise, and delivering asignificant
return on the initial investment.
THG Ingenuity
relationship framework
Stakeholders considered:
In December 2024, Shareholder support
was received for the demerger of THG
Ingenuity. Significant planning across many
Group functions had been undertaken in
order that the new operating model could
be implemented effectively from the outset
ofthefinancial year.
The demerger was a highly complex
transaction with multiple critical workstreams.
The resulting relationship and service
agreement was required to be robust and
commercially attractive to both parties.
The risk and control environment was reviewed
as a priority to ensure independence between
the two businesses, while minimising the
impact on broader stakeholders, mainly
customers and suppliers.
The Board also considered the market
communications on the implications of the
demerger and the strategic priorities for the
remaining Group.
Debt refinancing
and equity placing
Stakeholders considered:
Strategic priorities considered:
In March 2025, the Company initiated a
significant refinancing to establish a long-term
capital structure. This strategic move followed
the demerger of THG Ingenuity and was
designed to position the Company for its next
phase of development in its growing consumer
markets.
The key components of the refinancing
included:
•
Extending debt maturity for the Term Loan
B to December 2029, and the maturity of
the revolving credit facility to May 2029.
•
An equity contribution of £90m.
•
A combination of balance sheet cash and
the equity contribution was used to repay
a portion of the existing Term Loan A and
aportion of the Term Loan B.
The refinancing reduced the Group’s total
leverage, strengthened its balance sheet, while
offering greater financial flexibility, supporting
progress towards its target net cash position.
The Group’s founder and major Shareholder,
Matthew Moulding, played a pivotal role
by committing £60m of the equity raise.
This formed another significant funding
commitment, having already invested £50m
in THG shares since IPO. The equity raise
included a placing of new shares, of which the
offering was oversubscribed, indicating strong
support from existing and new investors.
When considering the refinancing, the Board
acknowledged the Group’s financial priorities
and strategic growth objectives, together with
its stated intention to create a more simplified
debt and equity investment case for THG as a
cash-generative global retailer and brand owner.
The successful completion of the refinancing
demonstrated the banks’ and credit lenders’
continued support for the Company.
Myprotein strategic
partnerships
Stakeholders considered:
Strategic priorities considered:
During the year, Myprotein entered into and
expanded a number of strategic partnerships
with category-leading brands and specialist
retailers. The primary driver for these
agreements was to expand the brand’s
presence across categories and channels.
By entering physical retail spaces, the brand
can tap into the offline retail and convenience
market, which is considerably larger than the
online nutrition market. This strategy is a core
component of a broader brand repositioning
to appeal to a wider demographic beyond
performance nutrition to include ‘everyday
active consumers’.
While considering the broader objective of
raising brand profile and awareness, the
Board also took into account the reputational
and financial impact of the partnerships,
in particular those comprising third-party
manufacturers and suppliers.
Additional factors determining the selected
partners included revenue diversification and
market category growth, for example the
faster-growing segments within the dairy
anddesserts market.
These partnerships increase customer
touchpoints, broaden brand appeal and
credibility, ultimately supporting global
revenueand market share growth.
Link to strategic priorities key:
Build leadership positions in core
territories and categories
Deliver innovative and relevant
products to global consumers
Develop Active Customer base
anddrive loyalty
Enhance brand equity through
D2Cchannels
THG PLC Annual Report and Accounts 2025
38
Non-Financial and Sustainability
InformationStatement
Full details of our commitment to sustainability can be found on pages 42 to 51 of this report. In addition, the table below sets out where
stakeholders can find information relating to the specific non-financial matters as required under the Non-Financial Reporting Directive:
Our approach
Relevant policies
andstatements Where to read more
Reporting requirement: Environmental matters (page 66)
THG is committed to doing business responsibly and reducing
any adverse impacts of our operations on the environment, in
alignment with relevant legal and regulatory obligation.
Our Environmental Sustainability Policy outlines the commitments
and steps THG will take to reduce any adverse impact on
the planet, both through the actions we take within our own
operations and throughout our supply chain.
•
Environmental
Sustainability Policy
•
Sustainability Committee Report
•
TCFD disclosures
•
Principal Risks – Climate Change, Environmental
and Social Responsibility, Legal and Regulatory
Compliance
Reporting requirement: Employees (pages 50 and 51)
Our people are our greatest asset and we aim to foster a
supportive environment for all our colleagues.
We nurture world-class talent from all over the globe and create
career-defining opportunities for people at all levels.
•
People-related
policies
•
Chair’s Statement
•
‘Our culture’
•
Section 172 Statement
•
Diversity – Nomination Committee Report
•
Principal Risks – Talent, Culture, Health and safety
Reporting requirement: Human rights (pages 48 and 49)
THG has a zero-tolerance approach to modern slavery, and we are
committed to acting ethically and with integrity in all our business
and working relationships.
•
Modern Slavery Statement
•
Supply Chain Standards
•
Health and Safety Policy
•
Whistleblowing Policy
•
People-related policies
•
Section 172 Statement
•
'Strengthening our supply chain and circularity'
•
Principal Risks – Climate change, environmental
and social responsibility, Culture, Health and
safety, Product safety and quality
Reporting requirement: Social matters (pages 50 and 51)
We invest our time and energy into the people and communities
who need our help the most.
•
People-related policies
•
Environmental
Sustainability Policy
•
Social Impact Strategy –
THG in the Community
•
Supply Chain Standards
•
Section 172 Statement
•
‘Our culture’
•
‘Empowering people and communities’
•
Principal Risks – Climate change, environmental
and social responsibility
Reporting requirement: Anti-bribery and corruption (page 49)
THG is committed to conducting its business with complete
integrity and in a manner which ensures compliance with all
applicable laws and with the highest ethical standards. As a
company, we use our best endeavours to ensure that all those
acting on our behalf, whether they are employees, contractors,
third-party intermediaries or agents, are aware of and share our
commitment to conducting business ethically.
•
Anti-Bribery Policy
•
Gifts and Hospitality Policy
•
Section 172 Statement
•
Principal Risks – Culture, Legal and regulatory
compliance
Reporting requirement: Diversity (pages 50 and 51)
THG strongly believes that having a diverse workforce and an
inclusive workplace creates more innovative and successful
businesses.
This commitment to diversity and inclusion is a key part of our
strategy and reflects our ongoing dedication to equal opportunity.
•
Diversity & Inclusion Policy
•
‘Our culture’
•
Nomination Committee Report
•
‘Empowering people and communities’
•
Principal Risk - Culture
A review of each of the above policies is considered on an annual basis
and updates are made where appropriate. An integrated training and
policy platform continues to be maintained, which facilitates the rollout
of policies to appropriate audiences.
This platform allows subsequent monitoring of completion rates for
the reading and acceptance of these policies at an individual level,
promoting awareness and conformance to our policies.
For our business model – see pages 2 and 3
For sustainability and TCFD – see pages 42 to 59
For principal risks and uncertainties – see pages 62 to 67
THG PLC Annual Report and Accounts 2025
39
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Our
culture
Our culture has always been a source of competitive
advantage at THG. It shapes how we make decisions,
how we innovate for customers, and how we scale with
pace and discipline. In a business defined by continual
evolution, our ability to adapt, learn fast, and keep
movingforward remains a constant. This is reflected in
THG’s DNA – eight behaviours that define how we work
and win together.
Building an employee experience that drives high performance
We design our employee experience to empower people to perform at their best. Clear goals,
real-time feedback, and development opportunities that support colleagues to step up, take
ownership, and grow – reflecting our belief in talent over tenure and our commitment to
developing people with drive, curiosity and ambition.
From structured onboarding to wellbeing initiatives, we combine high expectations with high
support, ensuring colleagues can move fast, solve problems and deliver exceptional results.
Thisbalance enables teams to thrive in a culture where pace fuels progress and impact is
earned through action, not hierarchy.
Listening to our people
In 2025, we strengthened our listening strategy by introducing always-on feedback channels
and hosting listening groups across multiple sites. Insights from colleagues drove meaningful
action – from AI adoption training to enhanced onboarding. By asking questions, listening, and
acting on what we hear, we continue building trust and transparency across theorganisation.
100% You
When colleagues feel respected and able to bring their full selves to work, collaboration and
innovation strengthen. Our internal campaign, 100% You, invited colleagues worldwide to share
what matters most to them at work – leading to the relaunch of six employee-chosen networks,
each supported by Senior Sponsors and Executive Advocates.
This work reinforces our commitment to creating an environment grounded in respect, support
and shared accountability. It reflects how we support one another, uphold high standards in how
we work together, and create opportunities for every colleague to progress.
Learning, growth and the future of work
The future of work is shaped by technology, agility and human-centred leadership – and we’re
preparing our people to lead it. In 2025, we delivered 6,408 hours of in-house training, hosted
more than 558 L&D sessions for over 3,900 delegates, and achieved a +78% Net Promoter Score.
Whether learning new skills, navigating emerging technologies or taking ownership of their
development, colleagues are encouraged to step forward and figure things out along the way.
Partnerships like the THG AI Academy with Multiverse and expanded in-house programmes
ensure our teams develop the capabilities required for the future.
We’re proud to have built a culture over two decades that blends innovation, pace and
opportunity – enabling people to push boundaries and make a lasting impact.
Read Alise’s blog on how she
shapes operational excellence
and culture at one of THG’s
biggest manufacturing sites.
Read Laetitia’s blog, ‘Leading
with Curiosity’
THG PLC Annual Report and Accounts 2025
40
Embedding the THG DNA
Towards the end of 2025, we created the THG
DNA – eight behaviours that capture how we
deliver, collaborate and grow together. These
behaviours aren’t new; they’ve always been
what makes THG different.
In 2026 and beyond, THG DNA will guide
how we operate at every level – woven
into onboarding, leadership development,
recognition frameworks, performance
conversations, and everyday decision-making.
It reinforces a culture where:
We move fast and figure it out
along the way.
We don’t have time to wait for perfection.
Wetest, learn, and adapt quickly.
We work hard. Really hard.
The office is where we show up, step up, and
deliver – together. It’s where standards are
set, pace fuels progress, and the drive to win
brings out the best in all of us.
No egos.
We’ve got high standards – for the work we do
and for each other. Leave your ego at the door.
Work together, respect each other, and deliver.
That’s how we win.
We care about your talent, not your
experience.
Your experience doesn’t define you here – your
drive does. Show us what you can do, and the
rest will follow.
No passengers.
See a problem? Fix it. Make a mistake? Own it.
Got an idea? Run with it. Want to grow? Step
up. Progress here isn’t given – it’s earned.
We stay curious.
We’re always learning. We ask questions,
we listen, we share opinions. We never get
complacent.
We embrace the chaos.
We move fast, sometimes sideways,
occasionally backwards. But we’re always
moving. Change isn’t scary, it’s fuel.
We back each other.
Loud and proud. When one of us wins, we
allwin. We celebrate hard and we support
even harder.
These behaviours form the foundation of how
we build, scale, and succeed – today and in
the future.
THG PLC Annual Report and Accounts 2025
41
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Sustainability
THG x Planet Earth is our strategy for a better,
sustainable future together.
Guided by the United Nations’ Sustainable Development Goals (“SDGs”), our plan focuses on three key pillars: Protecting climate and nature,
Strengthening our supply chain and circularity, and Empowering people and communities. We have set ambitious goals and targets under
the key priorities that we aim to achieve by 2030. We are pledging to use our global scale, our world-class talent and our dedication to
innovation, to act as a force for good.
In 2025, we continued to focus our sustainability efforts on delivery of the Sustainability Strategy, recognising that changes were required
following the demerger of Ingenuity at the start of the year. We focused our attention on reassessing our sustainability data and developed
aclear roadmap for updating our Strategy in 2026, following the completion of the Double Materiality Assessment.
Protecting climate
andnature
Strengthening our supply
chain and circularity
Empowering people
and communities
UN SDGs our goals are addressing:
THG PLC Annual Report and Accounts 2025
42
Double Materiality Assessment
Throughout 2025, THG maintained a
forward-looking approach to sustainability
reporting, closely monitoring developments
to the Corporate Sustainability Reporting
Directive (“CSRD”) and proposed Omnibus
amendments. Following the latest legislative
updates in November 2025, revised thresholds
indicate that THG is expected to fall within
the scope of CSRD reporting for FY 2028,
with disclosures due in the 2029 reporting
year. THG has proactively aligned with the
principles of the directive ahead of formal
requirements, recognising the importance of
its objectives; transparency, accountability, and
the integration of sustainability into business
strategy. During 2025, the Group completed a
CSRD-aligned Double Materiality Assessment
(“DMA”), in accordance with the European
Sustainability Reporting Standards (“ESRS”),
to identify and prioritise the sustainability
topics most relevant to both our stakeholders
and long-term success. This proactive stance
ensures THG remains ahead of compliance
obligations, with the systems, data processes
and governance structures needed to
meet evolving regulatory and stakeholder
expectations.
The ESRS framework covers
thefollowing areas
Environment
E1 Climate Change
E2 Pollution
E3 Water and Marine Resources
E4 Biodiversity and Ecosystems
E5 Resource Use and Circular Economy
Social
S1 Own Workforce
S2 Workers in the Value Chain
S3 Affected Communities
S4 Consumers and End Users
Governance
G1 Business Conduct
Working in collaboration with an external
consultancy, THG identified 144 relevant
Impacts, Risks and Opportunities (“IROs”)
across our value chain.
These consisted of 59 Impacts, 42 Risks
and 43 Opportunities across the ESRS. Each
was evaluated alongside members of THG’s
ESG Working Group and relevant internal
stakeholders using structured methodologies
to assess both impact and financial materiality.
Assessing impact and
financialmateriality
The impact materiality assessment
considered four key factors: scale, scope,
remedy and likelihood. Using a keyword-based
scoring framework, each IRO was given a
score on a scale of one to five for each factor.
This provided a consistent, evidence-based
assessment of potential impacts, which
was then refined using internal business
knowledge. The approach ensured that the
most significant environmental and social
impacts were highlighted, allowing them to
be prioritised for future management and
disclosure.
Financial materiality was assessed using
a complementary qualitative scale that
evaluated both the potential impact on
cost (for example, operational efficiencies,
cash flow, fines or mitigation expenditure)
and impact on revenue (for example, brand
reputation, sales performance or growth
opportunities). These two dimensions were
combined to calculate an overall financial
materiality score, providing a balanced view
of where sustainability matters may influence
THG’s financial performance. Together, these
assessments provide a clear understanding
of how sustainability topics affect, and are
affected by, our business model, strategy and
value creation over time.
Embedding findings
andnextsteps
The outcomes of the DMA will guide THG’s
sustainability priorities and shape our wider
business strategy. By identifying the topics
most material to both our stakeholders
and our financial performance, we aim to
strengthen the integration of sustainability
within our decision-making, governance
andrisk management frameworks.
As CSRD and associated legislation continue
to develop, THG remains focused on:
•
Aligning our strategy and operations with
emerging reporting standards.
•
Embedding robust data systems and
governance to support future disclosures.
•
Using the DMA to strengthen transparency,
resilience, and long-term value creation.
THG’s early alignment with the CSRD
principles demonstrates our commitment to
responsible business practices. By embedding
sustainability within our core operations,
wewill ensure that environmental and social
considerations remain central to how we grow,
operate and create value for all stakeholders.
Financial materiality
Medium High Highest
Medium High Highest
E1
E2
E3
E4
E5
S4
S1
S2
G1
S3
Impact materiality
THG PLC Annual Report and Accounts 2025
43
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Sustainability continued
Protecting
climate and
nature
We plan to leave the world a better place than
we found it. A code red alert has signalled to
the world that action needs to be accelerated
to protect the planet’s climate and natural
ecosystems. And we need to act fast.
Our targets Our progress
THG commits to reduce absolute Scope 1 and 2 GHG emissions
42% by 2030 from a 2020 base year.
In 2025 THG’s market-based emissions were 2,351.46 tCO₂e.
THG commits to reduce absolute Scope 1 and 2 GHG emissions
97.7% by 2040 from a 2020 base year.
THG commits to reduce absolute Scope 3 emissions 90% by 2040
from a 2020 base year.
In 2025 THG’s Scope 3 emissions were 854,004.77 tCO₂e.
Powering all our geographical operations with 100% renewable
electricity by 2030.
For 2025 we purchased 100% renewable electricity at all locations.
THG commits that 85% of its suppliers by spend covering
purchased goods and services and upstream transportation
anddistribution will have science-based targets by 2027.
We continue to work with our suppliers to monitor their progress
towards net zero.
Accelerate decarbonisation of supply chain electricity through
100% carbon-free electricity (“CFE”) by 2030.
We continue to work with our suppliers to monitor their progress
towards net zero.
Achieve 6% carbon intensity reduction YoY of suppliers’ full product
carbon footprint, beyond just electricity, by 2030.
We continue to work with our suppliers to monitor their progress
towards net zero.
All own brand key commodity raw materials to be deforestation free
by 2030.
We are working with our suppliers to meet the requirements of the
EUDR legislation which will support delivery of this target.
THG emissions and energy reporting
During 2025, THG PLC completed an emissions ‘rebaselining’ exercise to ensure our
GHG inventory reflects our updated organisational structure following the demerger
of THG Ingenuity. This process included revising our historic 2022–2024 emissions
to align with current business boundaries. This integrated updated emissions factors
and improved calculation methodologies, to enhance consistency and accuracy
across all reporting years.
The following table presents our revised energy consumption and GHG emissions
alongside our 2025 footprint, fulfilling our obligations under the Companies Act
2006 (Strategic Report and Directors’ Report) Regulations 2013 and the Streamlined
Energy and Carbon Reporting Regulations (2019).
THG PLC Annual Report and Accounts 2025
44
Category Unit 2025
1
2024
2
2023
2
2022
2
Market based
Scope 1 tCO₂e
2,351.46 2,583.65 2,692.18 2,956.66
Scope 2 tCO₂e
0 35.68 5,034.87 4,483.67
Scope 3 tCO₂e
854,004.77 874,214.90 796,044.76 731,810.64
Total Scope 1 & 2 tCO₂e
2,351.46 2,619.33 7,727.05 7,440.33
Scope 1 & 2 GHG intensity per £1m revenue
3
tCO₂e/£m revenue
1.37 1.50 4.11 —
Total Scope 1, 2 & 3 tCO₂e
856,356.23 876,834.23 803,771.81 739,250.97
Scope 1, 2 & 3 GHG intensity per £1m revenue
3
tCO₂e/£m revenue
498.50 500.65 427.58 —
Total Scope 1 & 2 UK tCO₂e
1,072.73 1,421.03 1,132.22 1,585.81
Total Scope 1 & 2 Rest of the World tCO₂e
1,278.73 1,198.30 6,594.83 5,854.52
Location based
Scope 1 tCO₂e
2,351.46 2,583.65 2,692.18 2,956.66
Scope 2 tCO₂e
4,615.36 7,883.22 6,617.89 5,371.16
Scope 3 tCO₂e
854,004.77 874,214.90 796,044.76 731,810.64
Total Scope 1 & 2 tCO₂e
6,966.82 10,466.87 9,310.07 8,327.81
Scope 1 & 2 GHG intensity per £1m revenue
3
tCO₂e/£m revenue
4.06 5.98 4.95 —
Total Scope 1, 2 & 3 tCO₂e
860,971.59 884,681.77 805,354.83 740,138.46
Scope 1, 2 & 3 GHG intensity per £1m revenue
3
tCO₂e/£m revenue
501.18 505.13 428.43 —
Total Scope 1 & 2 UK tCO₂e
2,501.43 3,464.19 2,657.48 2,775.53
Total Scope 1 & 2 Rest of the World tCO₂e
4,465.39 7,002.69 6,652.59 5,552.29
Energy consumption
Natural gas kWh
11,913,842.05 11,600,991.01 11,823,197.30 12,348,615.52
Fleet and onsite fuel kWh
486,224.00 500,254.24 669,165.76 2,245,802.53
Electricity kWh
15,374,199.94 17,632,044.43 17,822,069.56 13,743,717.73
Total energy use kWh
27,774,265.98 29,578,407.88 30,314,432.62 28,338,135.78
Energy intensity per £1m revenue
3
kWh/£m revenue
16,167.78 16,888.44 16,126.41 —
Total energy UK kWh
13,758,075.50 15,081,861.30 13,813,958.28 13,805,865.00
Total energy Rest of the World kWh
14,016,190.49 14,496,546.58 16,500,474.38 14,532,270.78
Renewable purchased electricity
Renewable %
100 99 44 27
External assurance
Forliance were appointed to undertake limited assurance of selected GHG and energy data
points contained in this disclosure using the assurance standard ISAE 3000. Based on their
review the 2025 Selected Information is properly prepared in accordance with the Reporting
Criteria. They state that Scope 3.1 (Purchased Goods and Services) results are not comparable to
previous rebaseline figures, due to the 2024 Ingenuity demerger and 2025 data quality changes;
specifically, while product-level emission factor matching has improved, a higher proportion of
products are now calculated using spend-based data. Their unqualified opinion on the data and
their full assessment can be found in the Basis of Reporting document which is on our website.
1. These figures are independently assured and were calculated to represent THG PLC footprint in 2025. Methodology details can be found in the Basis of Reporting.
2. These figures are not independently assured and were calculated retrospectively to represent THG PLC footprint following the demerger of THG Ingenuity.
3. Calculations have been revised for 2023 and 2024 reflecting statutory revenue after removing THG Ingenuity for comparability year-on-year.
View online
Basis of Reporting document
We report in accordance with the GHG Protocol, and in 2024 we strengthened our Scope 3 calculation processes sufficiently to report Scope 1, 2
and 3 emissions for the same financial year for the first time. This year we have been able to do the same, applying our updated methodologies
and boundaries to 2025 data. In addition, GHG analysis has been completed in-house for the first time, using AI-based technology to map
products with associated emissions factors alongside a robust testing and assurance process. This ensures that the 2025 report presents a
standardised and accurate emissions dataset to support long-term target setting and performance tracking.
THG PLC Annual Report and Accounts 2025
45
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Sustainability | Protecting climate and nature conti nued
Science-based targets – progress report
THG’s science-based targets were validated by the SBTi in 2023. These targets were set using 2020 as the baseline year.
Near-term
THG commits to reduce absolute scope 1
and 2 GHG emissions 42% by 2030 from
a 2020 base year.
Near-term
THG commits that 85% of its suppliers
by spend covering purchased goods and
services and upstream transportation
and distribution will have science-based
targets by 2027.
Long-term/net zero targets
THG commits to reduce absolute scope 1
and 2 GHG emissions 97.7% by 2040 from
a 2020 base year. THG also commits to
reduce absolute scope 3 GHG emissions
90% within the same timeframe.
As stated, we have revised our historic emissions data to reflect the changes to the business since 2022. As a result, we will revise the
current targets in 2026 and resubmit an updated net zero plan to SBTi for validation. This report is based on existing targets, using the
revised GHG emissions data to monitor progress.
THG commits to reduce absolute
Scope 1 and 2 emissions 42% by
2030 – progress
In 2025 our energy consumption has
decreased by 1,804,141.9 kWh, comprising of
a 3% increase in scope 1 related activity and
a 13% decrease in scope 2, when compared
with our revised 2024 consumption. Scope 1
emissions increased by 5%. This was partly
due to higher energy consumption and also
because country-specific emission factors
were used to more accurately calculate our
energy footprint in each region. Scope 2
location-based emissions reduced by 41% and
market-based emissions reduced to 0 tCO₂e.
This is due to reduced consumption across the
estate, country-specific emission factors and
the renewable electricity purchase strategy.
Renewable electricity
The majority of our energy comes from
purchased electricity from the grid and we
have a target to power all our geographical
operations with 100% renewable electricity
by 2030. We have made significant progress,
against our revised footprint, with renewable
electricity procurement rising from 44% in
2023, to 99% in 2024. During 2025 we took
significant steps forward in our renewable
electricity purchasing strategy, with 100%
of sites either using renewable electricity
or covered by a form of Renewable Energy
Certificate (“REC”) or Guarantee of Origin
(“GoO”). This meant we achieved the target
five years ahead of schedule by devising
actionable plans and managing the energy
procurement strategy.
THG commits that 85% of its
suppliers by spend covering
purchased goods and services
and upstream transportation
and distribution will have
science-based targets by
2027 – progress
THG’s Partnership in Action initiative (“PACT”)
was launched at the end of 2023 and has
been instrumental in driving forward the
progress against this target. The programme
aims to drive collaboration, through the
sharing of emissions data and setting clear
expectations for suppliers to develop net zero
goals. During 2025 we have engaged with
suppliers from across our THG Nutrition and
THG Beauty supplier base and have seen
a significant increase in suppliers making
externally validated commitments. Suppliers
covering 50.88% of the spend of those in
scope, have science-based targets that are
either aligned to a robust framework or are
approved by the SBTi (near-term and net zero
both counted).
THG PLC Annual Report and Accounts 2025
46
THG PLC also commits to reduce
absolute Scope 3 GHG emissions
90% by 2040 – progress
Our Scope 3 GHG emissions have marginally
decreased year on year when compared
with our revised 2024 footprint. The reason
for this varies between categories. Updated
methodology, emission factors and improved
data quality will account for the majority of the
changes, this is further explored in the Basis of
reporting document. The table below highlights
our scope 3 footprint and the proportions of
each category.
The emissions composition of direct purchases
within category 1 can be seen in the chart
below. These emissions are not comparable
year on year due to an improvement in
product-level emission factor matching and
avariance in emission factors used.
Category 3 saw a decrease in emissions
aligned with the reduction in electricity
consumption across the THG estate.
Categories 2, 4, 11 and 12 also saw a year
on year decrease in emissions, related to
improved data quality, while the reduction
for categories 6 and 7 is linked to reduced
employee numbers.
Category 9 (Downstream transport and
distribution) saw an increase of over half due
to increased retail sales, paired with improved
data availability from our manufacturing sites.
Brand partnerships was an area of growth in
2025, being the first full calendar year with
products on the market from five partnerships.
This is therefore reflected in the emissions for
category 14 (Franchises) which was the next
largest increase in emissions year on year.
Category 5 also saw a marginal increase.
Thanks to improved methodology and
in-house calculations progress has been
madeacross multiple categories. We
recognise the continued reduction of category
1 remains pertinent in the reduction of our total
footprint and so in 2026 we will continue our
commitment to standardising methodologies
and improving supplier engagement to drive
collective efforts to reduce emissions across
our value-chain.
Responsible sourcing and
deforestation
Every year, millions of hectares of forest are
lost as land is cleared to produce global
commodities like beef, soy, and palm oil.
This rapid deforestation serves as a primary
driver of climate change, increased loss of
biodiversity, and disruption of ecosystems
worldwide. THGremains committed
to sourcing commodities responsibly,
demonstrated through our memberships
with the Roundtable on Sustainable Palm Oil
(“RSPO”) and Rainforest Alliance.
In 2025, we further strengthened our
procurement processes, to embed
compliancewith EUDR, ahead of
implementation and aim for all palm oil
purchased to be RPSO certified.
Governance
The Board-level Sustainability Committee
provides oversight on the progress made
against THG’s net zero targets. In addition,
a number of working groups are in place
to manage the relevant workstreams and
projects required to drive progress. Further
details on these can be found within the Task
Force on Climate-related Financial Disclosures
Report on pages 52 to 59.
Scope 3 Emissions by category
Emission source Category tCO
2
e
Scope 3 Split
2025 %
Purchased goods and services 1 789,269.49 92.42%
Capital goods 2 810.51 0.09%
Fuel and energy related activities 3 371.45 0.04%
Upstream transportation and distribution 4 44,261.43 5.18%
Waste generated in operations 5 49.99 0.01%
Business travel 6 843.34 0.10%
Employee commuting 7 5,374.45 0.63%
Downstream transportation and distribution 9 83.03 0.01%
Use of sold products 11 9,223.90 1.08%
End of life treatment of sold products 12 1,088.50 0.13%
Franchises 14 2,628.69 0.31%
Total 854,004.77 100%
Key
Soap, perfume and toiletries 47%
Whey 24%
Average amino acid 8%
Food and drink 5%
Clothing 5%
Hair Care 4%
Supplier Specific emissions factors 2%
Paper and board 2%
Other 2%
Plastic 1%
Vitamin average 1%
Plastic Shaker 0%
Electrical 0%
Metal Shaker 0%
Total 100%
Category 1 Direct purchase
emissions (%)
THG PLC Annual Report and Accounts 2025
47
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Sustainability continued
Strengthening our
supply chain and
circularity
We approach our responsibilities with utmost
dedication, recognising the impact of everything
we create and the livelihoods of those touched
by our business. It is our obligation to uphold
a supply chain that is not only responsible and
ethical but also one that does not harm other
individuals or the environment.
Our targets Our progress
All suppliers to commit to THG’s Supply Chain Standards by 2025. This was achieved in 2023 when we made our Supply Chain
Standards a part of our contracts.
100% of Tier 1 and Tier 2 suppliers to complete Sedex audit by
2025.
Focus on Tier 1 compliance continued in 2025 – please see further
details on the opposite page.
THG will disclose 100% of whistleblowing reports YoY on the
number of cases raised and closed within our agreed service level
agreement (“SLA”).
Eight whistleblowing cases were raised in 2025. Eight cases have
been closed within the agreed SLA.
100% of own brand packaging to be recyclable and/or reusable
by2025.
This is being reassessed following the introduction of the
Recyclability Assessment Methodology (“RAM”).
100% of THG operations and Tier 1 suppliers to achieve zero waste
across operations by 2030.
Building and strengthening Group-wide data collection processes
within key operational sites.
Supply Chain Standards
Our Supply Chain Standards set out the minimum
standards we require all suppliers to uphold and details the
requirements around Labour Standards, Health and Safety,
Environmental Impact and Business Ethics.
The Standards are reviewed on an annual basis
and in 2025 were updated to reflect the enhanced
Whistleblowing Policy which was published in the second
half of the year (see opposite).
In addition, we added clarity around the requirement for
suppliers to evidence their compliance to the Standards
through the completion of Sedex Member Ethical Trade
Audits (“SMETA”) and provide this evidence through the
Sedex platform. The updated Standards can be found on
our website.
View online
Supply Chain Standards
View online
Modern Slavery Statement
THG PLC Annual Report and Accounts 2025
48
Sedex in the supply chain and
ownoperations
In 2025 we continued to track our suppliers’
compliance with THG’s Supply Chain
Standards through the completion of SMETA,
the results of which are published via the
Sedex platform. The platform provides
independently validated evidence of
compliance within our suppliers’ operations
and enables us to identify non-compliances
within our supply chain.
The scope of suppliers included in our
programme has been expanded over the past
year, and therefore we are unable to provide
an accurate progress update against our
target. We do, however, remain focused on Tier
1 manufacturing suppliers across our Beauty
and Nutrition businesses and will continue to
track suppliers’ compliance with the Supply
Chain Standards while monitoring audit
completion rates.
Compliance with THG’s Supply Chain
Standards is a requirement of doing
business with us and we remain committed
to monitoring compliance against them
and managing risk within our supply chain.
This requirement forms part of our supplier
management and procurement approach.
Therefore, moving forward it will be removed
as a target within our Sustainability Strategy
and remain a part of our business as usual
approach to supplier risk management.
During 2024 and 2025 we have completed
audits across all operational sites, which are
again uploaded to Sedex to share with our
customers. This approach ensures an open and
transparent relationship with our customers
and demonstrates our commitments to
upholding internationally recognised human
rights in line with The Universal Declaration
of Human Rights; the International Labour
Organization’s (“ILO”) Core Conventions; and
the UN’s Guiding Principles on Business and
Human Rights.
Whistleblowing and anti-bribery
THG is committed to integrity, protecting
assets and people, and fostering an open
culture. We strive to operate ethically
and responsibly, promoting transparent
communication with colleagues and suppliers
and we recognise that having an effective,
confidential process for employees to raise
any concerns is a vital part of creating that
culture.
THG’s whistleblowing service is a free and
independent service that enables employees
and suppliers to raise concerns confidentially.
The service is available to all THG employees,
agency workers, contractors and suppliers. In
2025, this established process was expanded
to include our supply chain too, and an
updated policy was published detailing the
options available for raising concerns via email,
online or by telephone.
These arrangements are also reflected in
our Supply Chain Standards, which require
suppliers to have their own whistleblowing
processes in place, in addition to access to
THG’s reporting mechanisms.
To safeguard the integrity of the Group, we
maintain a comprehensive Anti-Bribery Policy
that reinforces our commitment to conducting
business ethically and responsibly. The
policy applies to all employees, contractors,
and third-party intermediaries or agents,
ensuring they understand and uphold our
zero-tolerance approach to bribery and
corruption. It clearly sets out the Company’s
expectations and standards for ethical
conduct, including the prevention of bribery
inall business activities.
View online
Whistleblowing Policy
Responsible marketing
We recognise the importance of responsible
marketing and take our commitment seriously
and the Responsible Marketing Code was
launched at the end of 2024.
The Code provides guidance to employees,
brands, customers and partners on responsible
marketing practices, including the ethical
and transparent use of Artificial Intelligence
in marketing activities. It ensures compliance
with relevant local, national and international
laws and regulations, and aligns with recognised
industry standards such as the International
Chamber of Commerce (“ICC”) Advertising and
Marketing Communications Code.
While the core principles, standards and
commitments remain in place for THG, following
the demerger of THG Ingenuity, we will update
our Responsible Marketing Code in 2026 to
reflect the new Group structure.
The updated Code will apply globally across
THG Beauty and THG Nutrition, extending to
external media partners, contractors, agencies
and influencers.
Own brand packaging
THG is committed to increasing the
recyclability of our packaging and we have
assessed our own brand products against the
UK Government’s RAM. The final analysis will
be included in the 2025 Extended Producer
Responsibility packaging submission in April
2026. Following this, we will continue to
identify practical solutions to increase the
recyclability of all our packaging types.
Zero waste
In 2025, THG has continued its commitment to
effective and responsible waste management.
Our alignment with the US Green Building
Council’s TRUE standard for zero waste in
2024 set a high benchmark and we reported
waste data on a broader operational perimeter.
This year has been one of focusing and
strengthening Group-wide data collection
processes and embedding the waste reduction
programmes across key operationalsites.
THG PLC Annual Report and Accounts 2025
49
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Sustainability continued
Empowering
people and
communities
We continue to nurture talent from all over the
globe and create career-defining opportunities
for people at all levels, at all stages of their
careers. We’re proud to drive progression at
an exceptional rate so that our people can go
further, faster.
Our targets Our progress
Achieve 50% female representation and 20% ethnic minority
representation across the entire workforce by 2030.
56.9% female (1.5% not disclosed)
18.4% ethnic minority (46.1% not disclosed)
Achieve 50% female representation and 15% ethnic minority on the
Board and Senior Management by 2030.
Board: 44% female, 11.1% ethnic minority
Senior Management: 29% female, 28.6% ethnic minority
Pay all employees and agency workers a Real Living Wage (“RLW”)
by 2030.
4.2% increase in colleagues receiving a Real Living Wage in 2025.
Achieve at least 15% improvement in employee engagement score
by 2025.
Target achieved in 2023; engagement continues to be monitored
through colleague surveys and listening groups.
Allow two days volunteering per year for every THG employee
by 2025.
Formally launched in 2024. 458 days completed in 2025.
Provide 10,000 people in the community with technology and life
skills training by 2030.
Target reviewed and removed following the demerger of
THGIngenuity.
To design, develop and maintain a THG Privacy Information
Management System (“PIMS”) aligned to ISO 27701 by the end
of2025.
Target under review following the demerger of THG Ingenuity.
THG PLC Annual Report and Accounts 2025
50
Key achievements in 2025
Entire workforce
We continued to exceed our goal of achieving
50% female representation across the
business, with women now representing
56.9% of our workforce, up from 50% in
2024 (with 1.5% choosing not to disclose
their gender). Representation of colleagues
from ethnic minority backgrounds stands at
18.4%, a slight increase from 17% in 2024, with
46.1% choosing not to disclose their ethnicity
compared to 46.98% in the prior year. While
the modest improvement in ethnic minority
representation and ethnicity disclosure
is encouraging, it highlights an ongoing
opportunity to strengthen our approach
to voluntary disclosure and to introduce
additional diverse hiring initiatives in 2026.
Board and Senior Management
In 2025, ethnic minority representation
increased across the Board and Senior
Management Team, with the Board at
11.1% and Senior Management at 28.6%,
reflecting changes in Board composition
and adjustments to the Senior Management
population during the year.
Female representation at Senior Management
level remains below our ambition, largely
due to changes to the Senior Management
population following the demerger. However,
the layer immediately below the Executive
team is predominantly female, indicating a
strong succession pipeline that is expected
tosupport future improvements.
Gender and ethnicity pay gap
We report via the UK Government gender pay
gap service every year. In our 2025 report, the
mean average pay gap was 9.11% in favour of
males and the median pay gap was 2.29%
in favour of females. These figures reflect
different aspects of our pay distribution — the
mean is influenced by a small number of men
in very senior, high-earning roles, while the
median reflects our broader workforce, where
women are the majority at every pay level and
comprise 56.9% of employees overall.
On bonuses, 13.10% of females received a
bonus compared to 10.42% of males. The
mean bonus gap was 11.2% in favour of males
and the median bonus gap was 55% in favour
of females.
Real Living Wage
During 2025, we saw an increase in
colleagues receiving a Real Living Wage,
from 69.3% in 2024 to 73.5% in 2025. This
metric currently covers UK-based staff directly
employed by THG. In 2026 we are exploring
options to close this gap.
Employee engagement
After achieving our goal to increase employee
engagement by 15% in 2023, we continued
to monitor and track employee engagement
through divisional pulse surveys in 2025. To
ensure consistency in approach and effective
action planning, we are launching Group-level,
global pulse surveys in 2026.
Making an impact in our local
communities
Responsibility extends beyond our business.
In 2025, we supported local communities
through 474 days of volunteering and a series
of fundraising initiatives, including a charity
padel tournament for Wood Street Mission, a
clothing drive for Smart Works, a Christmas
gift collection for Manchester Youth Zone, and
health and wellness challenges in support of
Movember.
As part of our social impact strategy, we
also launched THG Loves Local – a new
initiative designed to spotlight and support
small businesses. Since March 2025, Loves
Local has showcased products and services
across Manchester, giving colleagues
the chance to shop at on-site pop-ups,
access exclusive discounts, and discover
what’s on their doorstep. The programme
has driven colleagueengagement through
in-person events and generated £37,158 for
42 businesses. Community impact is a core
partof our culture, and we’ll continue to grow
these efforts in 2026 and beyond.
View online
Explore insights from our
Beauty COO, Tom Mills-Webb,
on the benefits of
volunteering in his blog.
Employee and Board diversity information as at 31 December 2025 was as follows:
2025 Gender Male Female
Not
disclosed Total
Board 5 4 0 9
Senior Management 5 2 0 7
Other 1,127 1,513 14 2,654
Total 1,137 1,519 14 2,670
2025 Ethnicity
Ethnic
minority
Non-ethnic
minority
Not
disclosed Total
Board 1 8 0 9
Senior Management 2 5 0 7
Other 500 870 1,284 2,654
Total 503 883 1,284 2,670
THG PLC Annual Report and Accounts 2025
51
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
Task Force on Climate-related
Financial Disclosures
TCFD recommendations
Consistent
with TCFD
framework? Page number
Governance
Describe the Board’s oversight of climate-related risks and opportunities. Yes 53
Describe Management’s role in assessing and managing climate-related risks and opportunities. Yes 53
Strategy
Describe the climate-related risks and opportunities the organisation has identified over the short,
medium and long term.
Yes 54-59
Describe the impact of climate-related risks and opportunities on the organisation’s businesses,
strategy and financial planning.
Yes 54-59
Describe the resilience of the organisation’s strategy, considering different climate-related scenarios
(incl. 2°C or lower).
Yes 54-59
Risk Management
Describe the organisation’s processes for identifying and assessing climate-related risks. Yes 54-59
Describe the organisation’s processes for managing climate-related risks. Yes 54-59
Describe how identifying, assessing and managing climate-related risks integrate into overall
risk management.
Yes 54-59
Metrics and Targets
Disclose metrics used to assess climate-related risks and opportunities. Yes 54, 57, 59
Disclose Scope 1, 2 and, if appropriate, Scope 3 GHG emissions and related risks. Yes 45, 57-59
Describe targets used to manage climate-related risks and opportunities and performance. Yes 57-59
THG is committed to providing clear information on how climate-related risks and opportunities may affect the Group’s strategy, operations and
financial performance. Our disclosure aligns with the four pillars and 11 recommended disclosures of the TCFD and meets the requirements of
UKLA9.8.6R and 14.3.27R, as wellas the Companies Act.
Following the demerger of THG Ingenuity at the start of this year, we have reassessed and redefined our reporting boundary to reflect THG’s
revised structure. These changes are explained throughout the disclosure where relevant. Climate change creates physical risks to our operations
and supply chain from acute and chronic weather events, as well as transition risks driven by regulatory, technological, economic and market
shifts. For the reshaped Group, the material risks continue to relate to operational disruption, raw material availability, carbon-related cost
exposure and reputation. The demerger has required us to revisit these risks and re-evaluate associated opportunities. Our Metrics and Targets
have been reviewed in linewith the new organisational structure. Wehave refined our emissions inventory, restated baselines where required and
continued to develop performance indicators that support consistent, year-on-year assessment of progress. This second-year disclosure reflects
the continued evolution of THG’s climate-related reporting. It demonstrates our commitment to transparent governance, robust risk assessment
andthe proactive management of climate-related risks and opportunities as we position the Group for long-term, sustainable value creation.
THG PLC Annual Report and Accounts 2025
52
Governance
The Board
The Board is responsible for overseeing the execution of THG’s Sustainability Strategy, which
covers climate-related issues and includes the progress towards our climate change goals and
targets. The Board also approved our Net Zero Strategy in 2023 as well as the disclosures made
in the Annual Report.
Sustainability Committee
The Sustainability Committee, which was chaired throughout 2025 by our SID Sue Farr, meets at
least three times a year. The Sustainability Committee was established to ensure that the Group
has appropriate and effective strategies, policies and operational controls in place to conduct its
business in a responsible manner, ensuring accountability for sustainability targets. Key duties
include reviewing and monitoring the Group’s systems, strategies, policies and targets in relation
to, amongst other things, energy and carbon management, and climate change. The Chair will
communicate relevant ESG matters up to the Board through shared minutes and summarised
updates. The Group Sustainability Team (“GST”) also provides updates to this Committee towards
the targets set in THG’s Sustainability Strategy. You can find further details on the Committee
within the Sustainability Committee Report on pages 93 and 94.
Audit Committee
The Audit Committee monitors the effectiveness of the control environment through the review of
internal audit reports and other assurance activity.
Strategy
Group Sustainability Team
The GST, which feeds up to the Sustainability Committee, manages the assessment and tracking
of climate-related risks to THG. The GST has set up working groups comprising of management
from the necessary functions, described below, to provide resource and governance over delivery
of this TCFD disclosure. The GST also manages key metrics and mitigation measures, such as the
reduction of Scope 1 and 2 emissions and ensuring compliance with ESG regulations.
Scope 1 and 2 Working Group
This working group brings together management representatives from the sustainability, property,
projects, procurement and travel teams. The aim of this working group is to ensure we are taking
steps to achieve our science-based targets, which in turn protects our reputation and reduces our
exposure to financial risk such as carbon taxation.
ESG Working Group
To enable THG to undertake TCFD and ESG-related work, we created a working group that
consists of representatives from sustainability, finance, risk and internal audit. The role of this
group is to manage ESG horizon scanning and devise appropriate plans to ensure THG complies
with upcoming legislation.
Sustainability Forum
The Sustainability Forum met throughout 2025, bringing together managers and directors from
relevant business areas to review climate change and sustainability-related topics and projects.
The Forum provides a platform for the sustainability team to ask Management from across the
business to aid in overcoming barriers. It also enables Management to raise any climate change
and sustainability-related issues that may come to light.
The Risk Team
The Risk Team holds regular risk update meetings with key business areas to ensure the risk
register continues to reflect current risk exposure (you can find more details on risk and the risk
register on pages 60 to 67). Within the meetings, any material risks identified by the GST are
escalated to the Risk Team. The risk register is reviewed and confirmed to be up to date. Similar
risk updates are held with other key business areas and are reviewed and escalated to the Risk
Committee as appropriate.
Governance
The Board
THG maintained the climate governance structure established in the previous year to ensure consistent oversight and a stable foundation for
assessing and reporting climate-related risks and opportunities.
As the organisation evolved, including changes arising from the recent demerger, preserving this framework supported clear accountability and
comparability across reporting periods. While the structure itself remained stable, the frequency of meetings and the mix of participants flexed to
reflect operational needs, reporting cycles, and the progression ofclimate-risk work.
This balanced approach enables THG to maintain continuity while adapting governance processes to meet the needs of a developing business and
an evolving climate context.
THG PLC Annual Report and Accounts 2025
53
Additional InformationFinancial StatementsGovernanceStrategic Report
Strategic Report
TCFD continued
Climate change, environmental and social responsibility are managed as one of our principal risks and are a core consideration in business
strategy and decision-making. Within this principal risk THG identified three key areas of materiality: physical risk to raw materials, physical risk
to operations, and transitional risk. During 2023, THG (pre-demerger) completed climate-risk modelling across the Group for the short term (up to
2030), medium term (2040), long term (2050) and very long term (2100 – only used for physical risk to operations).
This modelling allowed us to assess each climate risk and scope out the required analysis for the first time. Since then, there have been significant
changes to THG’s organisational structure, leading to the re-evaluation of the modelling and its outputs. Therefore, in 2025, THG undertook
an internal review to analyse how these previously modelled risks and opportunities now apply to the reshaped business. Drawing on internal
expertise, the review considered revised reporting boundaries, operational priorities andshifts in our physical and strategic footprint to ensure that
the risks andopportunities disclosed this year accurately reflect the current business.
Physical risk
We have undertaken a review of the physical climate risks identified in our 2024 TCFD report, by reviewing the original modelling, assessing
changes to the business and analysing the impacts of them on the climate modelling results. The table below summarises each risk, possible
mitigation measures, associated targets and any progress we’ve made against them.
Climate risk
Potential impacts
and their severity
High-level
mitigation
Time
horizon
Associated
targets Metrics and progress
Supply chain
disruption to raw
material availability
Increased cost of
supply or inability
tosource.
Low projected
impact. Increased
availability
projected in most
cases.
Extensive and up-to-date
knowledge of supplier base to
understand sourcing regions.
Continuous monitoring and
forecasting of demand and
availability to adjust intake
accordingly.
Continuous monitoring of
supply chain activity and
news through advanced
web-scraping functionality.
M to L All own brand key
commodity raw
materials to be
deforestation free
by 2030.
As modelling forecasted, we have not seen any
climate-linked disruption to the supply chain or
raw material availability.
We have seen the cost of whey increase year
on year as a result of increased demand, which
is not a factor which was incorporated in
themodelling.
We are regularly monitoring EUDR legislative
changes and have mapped the required raw
materials across our supply chain in advance of
reporting in December 2026. We will also publish
our percentage of responsiblysourced palm oil in
H2 ofthe same year.
Damage to physical
assets caused by
increased frequency
or severity of
climateperils
Cost of repairs
and damage
tostock.
Low projected
impact. With
current flood
mitigation in
place, minimal
impact is
projected across
the portfolio.
Properties are screened before
they are purchased or a lease
is signed.
Increase climate resiliency of
infrastructure at high risk if
required.
Robust business continuity
plans are in place as well as
insurance coverage.
M to L — We remained in four of eight high-risk sites in
2025 and entered ten new properties which
sit within the same regions as the modelled
portfolio. For this reason there has been no
material changes in expected impact since the
modelling was carried out in 2023.
Physical risk – raw materials
In 2023, THG completed a detailed internal study to understand how climate change could affect the availability of key raw materials used within
THG Nutrition. We focused on THG Nutrition due to THG Beauty revenue split being weighted towards third-party sales, making commodity
purchasing requirements materially lower when compared with Nutrition. As part of our strategic response to climate risk, we assessed
how physical climate impacts might influence our sourcing regions over the short, medium and long term, in line with TCFD expectations.
The assessment considered both the direct implications of more extreme and variable weather patterns on yields and the wider strategic
consequences of global supply pressures and potential cost volatility.
As part of our 2025 climate risk review, we reassessed the key commodities identified in the 2023 modelling and confirmed that the same
commodities remain material to THG Nutrition. We also reviewed our current sourcing regions and found them to be consistent with those used
in the original assessment. The recent demerger did not affect this analysis, as the Ingenuity business was not material to raw-material-related
climate risk and did not influence the sourcing footprint evaluated in 2023. On this basis, we considered the 2023 modelling to remain reflective
of the reshaped Group and a reliable representation of our short, medium and long-term exposure to climate-related impacts on raw material
availability.
A bespoke modelling approach was developed to quantify these risks. Six priority commodities were selected: cocoa, soybean, pea, broad bean,
oats and whey. For the five crops, academic evidence on optimal growing conditions for temperature and precipitation was used to construct
yield curves that allowed future climate projections to be compared against ideal conditions. For whey, a tailored model was developed based on
wet-bulb temperature, capturing how heat and humidity influence dairy livestock productivity. These models were applied to the Group’s existing
sourcing regions.
Strategy
THG PLC Annual Report and Accounts 2025
54
Climate projections were assessed using IPCC Representative Concentration Pathways (see figure), with multiple time horizons aligned to
TCFD guidance. For each ingredient, changes in climatic conditions were modelled across short-term (5–10 years), medium-term (10–20 years)
and long-term (20–30 years) intervals through to 2050. Due to data limitations, whey was modelled using only the RCP 4.5 pathway (the
‘most probable’ scenario). RCP 4.5 to 2050 was selected as the central scenario since it was the only pathway covering all six ingredients and
represented the most robust basis for comparison. In 2026 we will reassess the data available for whey and its suitability to modelling across
thewider pathways, with the view to improving comparability across the six key ingredients and commodities.
The results showed that THG’s raw material sourcing strategy appeared comparatively well insulated from climate-related yield impacts under
the most probable scenario. Projected changes in yield across THG’s sourcing regions generally indicated lower exposure to climate deterioration
than the global average, suggesting that our current procurement footprint was more resilient than other major growing regions worldwide. Even
when assessed against more adverse climate outcomes (RCP 8.5), the modelling suggested that THG’s sourcing regions were likely to experience
manageable impacts, with no commodities showing high levels of supply risk solely due to climate-driven yield reduction (table below).
Climate
scenario RCP
Approx.
warming Description
Likely temperature
increase range
Paris-aligned 2.6 +1.0°C Rapid, global move to decarbonise with aggressive
climate action implemented.
0.3°C – 1.7°C
Most probable 4.5 +1.8°C Global move towards decarbonisation
with a less aggressive pace and intensity.
1.1°C – 2.6°C
Moderate mitigation 6.0 +2.2°C Moderate global effort to limit climate impacts. 1.4°C – 3.1°C
Worst case 8.5 +3.7°C Limited climate action taken by both governments
and businesses globally.
2.6°C – 4.8°C
2050 Global Yield Change Model
Ingredients and
commodities
RCP 4.5
(Most probable
1
)
RCP 8.5
(Worst case
1
)
Whey 0.84% increase —
Cocoa 6.1% increase 9.5% increase
Broad bean 3.4% increase 3.2% increase
Oat 22% increase 26.5% increase
Pea 0.1% increase 0.1% increase
Soybean 13.5% increase 13.6% increase
1. See table above for definition.
While the modelling indicated a low likelihood that climate change
would materially disrupt the availability of these key ingredients
across the assessed time horizons, the analysis recognised that yield
projections represent only one dimension of supply resilience. Although
the modelling assessed the direct impacts of changes in temperature
and precipitation, it did not capture the wider effects associated with
an increased frequency of extreme weather events. Inaddition, broader
factors such as geopolitical disruption, macroeconomic conditions,
infrastructure capacity, and global supply chain constraints could still
influence the availability and price stability of raw materials. We saw an
example of this in 2025 where, despite remaining well insulated from
climate-related yield impacts, the business saw an increase in whey
prices. This was owing to an increase in the global demand. Accordingly,
climate-related raw material risks continue to be monitored through
THG’s Group risk management processes and are integrated into wider
strategic planning.
Looking ahead, THG will continue to monitor climate-related impacts
onkey raw materials as part of our ongoing risk management
processes. As global climate projections,
sourcing conditions and
market dynamics evolve,
we will review the assumptions that underpin
our 2023 modelling and update the analysis where material changes
arise. This approach ensures that our understanding of short, medium
and long-term risks remains robust and aligned to the needs of the
business.
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TCFD continued
The modelling covered the 86 sites that remained within the Group’s portfolio at the end of 2024. Of these, eight were initially identified as being
at high or very high unmitigated risk under current climate conditions. Six sites were exposed primarily to surface water flooding, while two were
exposed to coastal inundation. THG undertook further investigation of the UK and US sites using national flood-mapping resources provided by the
Environment Agency and FEMA. This review indicated that, once existing mitigations and local flood-defence infrastructure were considered, the
UK sites were assessed as low or very low risk, while the US sites fell within or below the 0.2% annual chance flood-hazard category.
As part of our 2025 review, we reassessed the operational sites that remained under THG PLC following the demerger and confirmed that the
geographical footprint of the retained estate was consistent with, or closely aligned to, the locations assessed in the 2023 modelling.
Four of the initial eight sites identified as high or very high risk under current climate conditions remained part of the THG PLC portfolio. This
consists of one UK site which was exposed to coastal inundation and three in the US, two exposed primarily to surface water flooding and the
other to riverine flooding, which for all four identified as very high risk.
Ten new sites were added to the portfolio which were situated within the same regions as those previously modelled. On this basis, the demerger
did not materially alter our exposure to physical climate risk, and no new risks beyond those already identified in the 2023 assessment were
expected to arise.
Looking forward through the medium and long term, the model indicates that no additional sites were expected to enter the high or very high-risk
categories by 2050 or 2100. Importantly, all four sites identified as higher-risk locations, as well as the ten new sites, are leased or third-party
operated, which provides THG with flexibility regarding long-term occupation.
Overall, the modelling suggested that physical climate risks to operational sites were concentrated in a limited number of locations and that the
Group’s current footprint appeared broadly resilient across the short, medium and long term. Continued monitoring and the planned site-specific
investigations remain an important part of ensuring the long-term strategic robustness of THG’s operational estate.
In 2026 THG will continue to monitor physical climate risks across the operational estate and reassess site exposure to account for changes in
the property portfolio, scientific evidence and updated hazard data. This process ensures that our understanding of physical climate risks remains
current and that strategic decisions regarding site selection, investment and resilience planning remain aligned with the Group’s evolving risk profile.
Risk Definition
Very low 0 – 0.01% Damage value change
Low 0.01 – 0.2% Damage value change
Medium 0.2 – 1% Damage value change
High 1 – 5% Damage value change
Very high >5% Damage value change
Peril Scenario Risk
Coastal Inundation 2.6 Low
8.5
Extreme Wind 2.6 Very low
8.5
Forest Fire 2.6 Very low
8.5
Freeze Thaw 2.6 No risk
8.5
Riverine Flooding 2.6 Very low
8.5
Soil Movement 2.6 Very low
8.5 (2100 – low)
Surface Water Flooding 2.6 Low
8.5
Physical risk – operational
In 2023, THG undertook a comprehensive assessment to understand how physical climate change risks could affect the Group’s operational sites
over the short, medium and long term, in line with TCFD expectations. As climate change was anticipated to increase the frequency and severity of
extreme weather events, the analysis focused on seven key climate-related perils and examined how these hazards could influence the condition,
safety and financial exposure of our physical assets.
Each THG site was evaluated based on building type and local hazard exposure, and modelling was conducted under two climate scenarios with
ten-year time steps extending to 2100. Unlike raw material modelling, which focused on 2050, a longer horizon was considered appropriate for
physical assets given the lifespan and long-term nature of site-related investment. For every location, themodel estimated annualised damage
costsassociated with climate-driven physical risk as a proxy for future insurance-related financial exposure.
RCP pathways 2.6 and 8.5 were modelled for today (2023), short term (2030), medium term (2040), long term (2050) and very long term (2100).
For all of the perils considered, neither the time horizon nor the scenario changes the estimated risk, except for Soil Movement which increased
from very low to low under the RCP 8.5 pathway in 2100.
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Transition risk
We have undertaken a review of the transition risks identified in our 2024 TCFD report, by reviewing the 2023 modelling, assessing changes
to the business and analysing the impacts of them on the climate modelling results. The table below summarises each risk, possible mitigation
measures, associatedtargets and any progress we’ve made against them.
Climate risk
Potential impacts
and their severity
High-level
mitigation
Time
horizon
Associated
targets Metrics and progress
Litigation brought
by plaintiffs against
ecommerce or health
and beauty companies
for their liabilities in
causing harm through
climate change or
making misleading
claims
Increased cost.
Based on the
current policies
of THG PLC, and
the continuation
of current trends,
this is a low
impact risk.
Set science-based targets and
continue to make progress
against these.
Created PACT, our supplier
outreach programme, to
ensure suppliers are setting
science-based targets and
making progress towards
netzero.
Increasing the use of recycled
materials in our packaging.
Internal green claims
process and partnership
withProvenance to ensure
only substantiated claims
aremade.
M
THG commits to
reduce absolute
Scope 1 and 2 GHG
emissions 42% by
2030 from a 2020
base year.
THG commits to
reduce absolute
Scope 1 and 2 GHG
emissions 97.7% by
2040 from a 2020
base year.
THG commits to
reduce absolute
Scope 3 emissions
90% by 2040.
THG commits that
85% of its suppliers
by spend covering
purchased goods
and services
and upstream
transportation
and distribution
will have
science-based
targets by 2027.
Powering all our
geographical
operations with
100% renewable
electricity by 2030.
THG PLC has seen a decrease in emissions
year on year in Scope 1 when compared with
our 2024 footprint, which was adjusted to
remove any emissions associated with THG
Ingenuity. THG PLC market-based Scope 2
emissions have reduced to zero as a result of
meeting our renewable energy target five years
ahead of schedule. Scope 3 has also seen
a reduction from the revised 2024 footprint.
Newcomparable targets will be set and
submitted to SBTi in 2026, alongside a new
climate modelling assessment.
Our green claims guidance and committee
has ensured that in 2025 THG PLC saw no
litigation as a result of misleading green claims.
This, combined with our clear and consistent
sustainability communication acrossbrand
websites, has meant there hasn’tbeen a
market change as a result of perceived
climatechange inaction.
We have seen no carbon cost as a result of
legislation to penalise GHG emissions but
are committed to maintaining our renewable
electricity purchasing strategy and supplier
engagement.
We are investigating alternative renewable
energy solutions to reduce Scope 1 emissions,
particularly at manufacturing sites where
business growth has required an increase
inenergy consumption.
Carbon costs due to
legislation enacted
by national and local
governments to price
and penalise GHG
emissions
Increased
operating costs.
Based on the
current policies
of THG PLC, and
the continuation
of current trends,
this is a low
impact risk.
Set science-based targets
andcontinue to make
progress against these.
Progressing towards our goal
of 100% renewable purchased
electricity.
Created PACT, our supplier
outreach programme, to
ensure suppliers are setting
science-based targets and
making progress towards
netzero.
M
Additional economic
depreciation
impacts and
resulting investment
requirements on
assets in response
to changing energy
needs and to reduce
emissions
Increased capital
and operating
costs.
Based on the
current policies
of THG PLC, and
the continuation
of current trends,
this is a low
impact risk.
Continuing with identification
and rollout of energy efficiency
measures, both in improving
processes and by transitioning
to lower energy consuming
equipment.
Create TPT-aligned
transition plan in 2026 to
build a longer-term capital
expenditure plan.
M to L
Market change due to
a company’s perceived
inaction to limit
climatechange
Loss of market
share and
revenue.
Based on the
current policies
of THG PLC, and
the continuation
of current trends,
this is a low
impact risk.
Creating sustainability pages
on our brand websites to
ensure active communication
with our customers on our
commitments.
S
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TCFD continued
Climate scenarios used in risk modelling process
Decarbonisation pathway
Corresponding Shared
Socioeconomic Pathway (“SSP”)
Global temperature rise by 2100
abovepre-industrial levels Description
No policy SSP5-85 >4°C Assumes policy reversals and
increased energy consumption
and emissions
Current policy SSP3-70 3°C Continuation of current trend,
without any further or additional
change in policy
Stated policy SSP2-45 2.5°C Incorporates today’s policy
intentions and targets i.e. those
defined by countries’ Nationally
Determined Contributions
Paris aspiration SSP1-19 1.5°C Radical and urgent policy response
requiring rapid and systemic
energy and behaviours shifts and
major technology innovation
A core focus of the modelling was carbon policy and taxation risk. The analysis indicated that THG could begin to experience indirect
carbon-related costs under certain policy pathways, with most exposure arising from Scope 3 emissions due to their materiality within our
footprint. Although carbon taxes were unlikely to apply directly to THG, the modelling suggested that suppliers could pass costs on through
their pricing. Tomitigate this risk, THG advanced supplier engagement through the PACT programme, launched in 2024, supporting suppliers to
adoptscience-based targets. At the same time, progress towards our SBTi-validated net-zero targets continued to reduce potential exposure
underScope 1 and 2 emissions pathways.
Following the demerger, THG Ingenuity is now THG PLC’s key supplier for logistics and distribution. This means that Scope 3 transport and
distribution-related emissions (THG’s second largest category) are now concentrated within a smaller group of suppliers. As a result, Ingenuity’s
emissions profile and decarbonisation strategy will have a material impact on this category. Given the longstanding relationship between the
businesses, THG anticipates continued alignment and collaboration in support of its decarbonisation objectives and science-based targets.
Litigation risk was also assessed across three categories: greenwashing, directors’ and officers’ liability, and public nuisance or pollution claims.
Exposure was found to vary non-linearly across scenarios, with higher public-nuisance risk modelled in environments where policy action
remained limited.
To mitigate legal and reputational risks, THG strengthened its governance over sustainability-related claims, including a Group-wide green claims
process requiring evidence-based substantiation. This process was extended to third-party beauty platforms through our partnership with
Provenance, supporting claim validation across Cult Beauty and Lookfantastic.
The following table demonstrates the outputs of the carbon policy and litigation modelling, demonstrating the potential cost to the business
through taxation or litigation.
Transition risk continued
In 2023, THG modelled transition-related risks and opportunities to understand how the global shift to a lower-carbon economy could affect the
business over the short, medium and long term, in line with TCFD expectations. Transition modelling explored the potential implications of policy,
litigation, market shifts and reputational change, recognising that both risk exposure and strategic opportunity could increase as governments,
consumers and investors place greater emphasis on decarbonisation.
Given the greater forecasting certainty of shorter time horizons, the assessment modelled the period from 2024 to 2029. Thework was
underpinned by the Resilience model developed by the Cambridge Centre for Risk Studies (table below), which has been used widely by
multinational companies to support TCFD disclosures.
This analysis helped the Group understand how carbon-related policy changes, litigation trends and market preferences might influence its
operating model, cost base and competitive positioning.
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Impact scores for each transition risk with 1 = low impact and 5 = high impact
Carbon policy
Decarbonisation pathway Scope 1 & 2 Scope 3 Litigation
No policy 0 0 2
Current policy 0 0 1
Stated policy 1 4 1
Paris aspiration 1 5 2
As a next step, THG will continue to monitor transition-related risk drivers across policy, markets, technology and consumer expectations,
ensuringour assessment remains up to date as global decarbonisation efforts accelerate. We will periodically evaluate supplier readiness,
reviewthe resilience of our net-zero strategy and assess how changes in regulation or stakeholder expectations could influence short, medium
and long-term outcomes. Where material developments arise, the Group will update the modelling and integrate insights into strategic planning,
product innovation and engagement with suppliers and customers to help capture opportunities associated with the transition.
Opportunities
Market-shift analysis explored how changing consumer preferences might influence demand for lower-impact products. Research undertaken in
2023 indicated that plant-based and lower-emission alternatives were well positioned to gain traction as the transition progressed. THG acted on
these insights through product innovation, including the development of Myprotein Superblend, which repurposed spent barley from the brewing
sector into a functional protein product. Brand-level sustainability communication was also enhanced, with newpublic-facing sustainability pages
introduced across several of THG’s largest brands to improve transparency and support consumer trust.
Climate opportunity
Potential impacts
and their severity High-level action
Time
horizon Metrics and progress
Market disruption,
changes in consumer
preference trends and
demand projections
caused by shifts towards
green products
Increase of market
share andrevenue.
Undertaking product-level life cycle assessments
(“LCAs”) to understand hotspots so we can reduce
the impact of our products.
Using innovation to develop new product ranges
such as Myprotein’s Superblend, and changing
product formulation materials and processes.
Ensuring customers can find products which
align with their priorities through our Provenance
programme.
S There hasn’t been any increase in market
appetite for new product ranges year on
year, however this will remain monitored
in 2026.
Market change due to
a company’s perceived
action to limit climate
change
Increase of market
share andrevenue.
Creating sustainability pages on our brand websites
to ensure active communication with our customers
on our commitments.
M While there hasn’t been notable
market change due to the presence
and consistency of our sustainability
messaging across brand websites, there
have been no negative market changes
and so this communication will be
continued into 2026.
Risk Management
The identification and management of climate-related risks follow the Group’s existing risk management framework. However, the methodology
applied to climate risk themes differs as follows. To reflect the nature of climate change, the time horizon applied to velocity was short term at
2030, medium term at 2040 and long term at 2050. Our assessment of ‘likelihood’ is incorporated into the different climate scenarios that we
analyse. For example, where there is a similar outcome under all scenarios, the likelihood of the risk or opportunity is deemed high. Conversely,
where the outcome is only expected under stress scenarios the likelihood or opportunity is deemed low.
The standard Group approach in considering risks and future prospects is an assessment period of up to three years (aligned to the viability
assessment period). When assessing the likelihood of risk, we measure this as a percentage of possible occurrence in the next 12 months. The
Directors consider these deviations from the standard risk framework to be appropriate given the nature of this specific risk. Additionally, for our
climate-related risks and associated disclosures, the Group engaged several external partners during the year to assist with risk assessment over
the parts of the business over which THG has operational control.
The Risk Committee remains responsible for providing oversight of the Group’s risk management, but for climate-related risks is supported by
theSustainability Committee. Climate-related presentations provide the Committees with the opportunity to perform more in-depth reviews of
theassociated risk. The updates received by the Sustainability Committee during 2025 are detailed in the Sustainability Committee Report on
pages 93 and 94.
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Risk management and
informeddecision-making
A changing risk landscape
The current macroeconomic and
geopolitical environment continues to
present a challenging risk landscape for
all organisations. The effects of these
conditions on the business are explained in
various sections of the Strategic Report and
consequently the narrative included in the
Chief Executive Officer’s Review and Chief
Financial Officer’s Review. These sections
should be read together with the disclosures
below to allow for an overall understanding of
the risks and challenges which will continue
in 2026.
Our risk profile continues to evolve, and we
regularly reassess our view of principal risks;
however, no changes have been made to
the principal risks during the year. They are
outlined under ‘Principal risks’ below.
How we identify risks
Our risk identification process follows an
enterprise-wide ‘top-down, bottom-up’
approach, which seeks to identify:
•
principal risks that may affect our ability to
achieve our strategic objectives, or pace by
which we achieve them, with these risks
representing the risks that most threaten
the achievement of our strategy;
•
strategic, financial, operational, compliance
and change risks that occur across all our
businesses. These risks are those that
pose the greatest threat to the success of
business activities across the Group and
may also feed into our principal risks.
The bottom-up approach involves a rolling
programme of workshops across the business,
facilitated by the Risk team. Current and
emerging risks identified by management
teams are then added to risk registers, which
are owned by the respective divisional and
functional teams, and reviewed regularly.
These registers are consolidated and
aggregated into a Group risk register, which
provides organisational visibility to strategic,
financial, operational, compliance, change
and emerging risks. The Group risk register
underpins both the principal and emerging
risks, and the associated Committee updates
prepared by the Risk team.
The top-down approach involves the Board
and Risk Committee assessing these updates
and outputs. At each meeting, the Committee
reviews the principal risks, associated risk
metrics and updates presented by senior
executives, functional heads and the Risk
team. As part of the risk identification process,
the Committee will also make reference to
updates provided by the internal and external
audit teams in the Audit Committee.
Emerging risks
We define emerging risks as uncertainties
identified through the principal and operational
risk processes, whose full extent and
associated implications are not yet completely
clear. Emerging risks are identified using
internal and external sources, via our rolling
programme of workshops, and through
discussions with business leaders and
subject-matter experts.
By the very nature of emerging risks, it is
common to identify false leads, and conflicting
signals and messages. Irrespective, these
risks are logged and then investigated and
understood by the allocated risk owner,
working with the Risk team.
How we assess risks
We assess all identified risks for likelihood
and impact using a range of financial and
non-financial criteria. The assessment
considers risk before any mitigations (inherent
risk) and after current mitigations (residual
risk). The key benefit of assessing inherent risk
is to highlight potential risk exposure in the
event of control or mitigation failure.
We continue to consider risks both individually
and collectively to fully understand our risk
landscape. By analysing the correlation
between risks, we can identify those that
have the potential to cause, affect, or increase
another risk.
This exercise informs our scenario analysis,
particularly in scenarios used in the Viability
Statement, see pages 68 and 69.
While the identification and management
of climate-related risks follows the Group’s
existing risk management framework, the
methodology applied to the assessment
of climate risk themes differs. See the risk
management section on pages 54 to 59 of
theTCFDreport.
How we manage risks
Eliminating risk is often not feasible or
desirable, so we use our risk appetite
statement and risk appetite metrics to
informour decisions on risk treatment.
Our risk appetite reflects our ability and desire
to accept a certain level of risk to be able to
achieve our strategy.
We monitor each principal risk metric against
risk appetite targets and tolerances, to ensure
an acceptable level of risk for the Group and to
ensure these remain aligned with our strategic
objectives. We also monitor the current and
emerging risks identified by management
teams in their risk registers.
THG’s risk management framework is designed to protect the interests of key stakeholders and
enhance the quality of decision-making, enabling the effective management of our strategic, financial,
operational, compliance, change and emerging risks. The framework is integral to our day-to-day
activities, helping us achieve our strategic objectives through risk-informed decision-making and
managing risk effectively.
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Roles and responsibilities
Our Three Lines Governance Model defines clear roles and responsibilities for all employees and establishes accountability for actions and
decisions. It also describes how appropriate oversight, challenge and assurance are provided over business activities and associated risks.
Three Lines Governance Model
Risk ownership and control
– 1st line
The first line represents all employees, who are responsible for identifying risks and procedures to
maintain effective controls day-to-day. They hold the necessary skills and knowledge to help with
identifying and managing risks within our business.
Monitoring and compliance
– 2nd line
The second line consists of teams including Risk, Technology, Health & Safety, Environmental,
Legal, Regulatory, Compliance, and Finance. These teams are responsible for establishing
frameworks and policies, while also providing the tools and techniques to enable the first line
tomanage risk effectively.
The Risk team has overall responsibility for facilitating and implementing a consistent risk
management approach across THG, including the provision of appropriate risk reporting for
theRisk Committee, Audit Committee and the Executive.
Independent assurance
– 3rd line
The Internal Audit team and external assurance providers give independent assurance and help
to assess whether the first two lines are operating effectively. The purpose and activities of the
Internal Audit team are set out in the relevant section of the Audit Committee Report on pages
79to 83.
Governance and oversight
Board
The Board retains overall responsibility for setting Group risk appetite and for risk management
and internal control systems. In accordance with Principles M, N and O of the 2024 Code the
Board is responsible for reviewing the effectiveness of the risk management and internal control
systems and confirms that:
•
there is an ongoing process for identifying, evaluating and managing the emerging risks faced
by the Company;
•
the systems have developed throughout the year under review and up to the date of the
approval of the Annual Report and Accounts; and
•
they are regularly reviewed by the Board.
There were no instances of significant control failing or weakness during the year.
We acknowledge changes to Provision 29 which will apply to financial years beginning on or after
1 January 2026, which will ask Boards to make a declaration in relation to the effectiveness of
their material internal controls. We have provided further details on how our risk management
processes are evolving to support this in the ‘Evolving our risk management processes’ section.
Risk Committee
The Risk Committee supports the Board in setting the Group’s risk appetite and ensuring
processes are in place to identify, manage and mitigate the Group’s principal risks.
At each meeting, the Committee is provided with updates on each principal risk and reviews
the associated risk metrics to assess whether they remain aligned to risk appetite targets and
tolerances. Any risk metric that is outside of appetite and tolerance is escalated by the Committee
to the Board. The Committee also considers any relevant sources of assurance relating to the key
controls and mitigations for each principal risk. These presentations provide the Committee with
the opportunity to review the overall impact on residual risk, and whether this falls within risk
appetite.
The updates received by the Committee during 2025 are detailed in the Risk Committee Report
onpages 91 and 92.
Audit Committee
The Audit Committee monitors the effectiveness of the control environment by reviewing internal
Audit reports, relevant reporting from management and the External Auditor, and any other
relevant assurance activity.
Further information on the Committee’s activity in 2025 is set out in the Audit Committee Report
on pages 79 to 83.
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Risk management and informeddecision-making continued
Roles and responsibilities
continued
Evolving our risk management
processes
One of our ongoing aims is to promote greater
risk awareness across the Group and ensure
that all employees remain clear on their roles
and responsibilities. In support of this, during
2025, we replaced our existing software and
platforms to ensure that we have a more
integrated and workflow-driven approach to
risk, control and assurance, and an improved
line of sight through each of these areas.
Introducing the new software has created a
more interactive process for all stakeholders
and was used as an opportunity to refresh risk
registers across all key areas.
As required by Provision 29 of the 2024 Code,
which applies to financial years beginning on
or after 1 January 2026, the Board will need
to make additional declarations regarding
the effectiveness of their material controls.
In relation to this, during 2025, we have
reassessed how we capture and present
information to the relevant Committees,
to support the disclosures the Board will
ultimately need to make.
In 2025, we committed further investment into
our technology and cyber risks by establishing
a formal co-source assurance partnership
with a professional services firm. This will
ensure we maintain an adequate level of
assurance across both our ‘Cyber security
and data privacy’ and ‘THG Ingenuity reliance’
principalrisks.
Throughout 2026, the relevant Committees
will continue to receive updates on Provision
29 in the lead-up to the new disclosures
required within the FY 2026 Annual Report
and Accounts. We will also continue to embed
and develop our new software platform, in
support of both the Provision 29 initiatives
and our continuing aim to promote greater risk
awareness across the Group.
Principal risks
The Board and the Risk Committee carry out
an ongoing assessment of the principal and
emerging risks facing the Group throughout
the year. The assessment considers risks that
would threaten THG’s business model, future
performance, solvency or liquidity, and ensures
the risks continue to align with our business
strategy.
We continue to monitor and report on
12principal risks.
As detailed in the following table, a range of measures are in place, or are being deployed or developed, to manage and mitigate our principalrisks.
Principal risks Direction of travel
1. Cyber security and data privacy
Stable
2. THG Ingenuity reliance
Stable
3. Culture
Stable
4. Talent
Stable
5. Customer needs
Stable
6. Infrastructure, supply chain and critical partners
Stable
7. Climate change, environmental and social responsibility
Stable
8. Health and safety
Stable
9. Legal and regulatory compliance
Stable
10. Product safety and quality
Stable
11. Geopolitical and economic uncertainty
Increased
12. Liquidity and funding
Stable
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62
Cyber security and data privacy
Risk description Risk context Management and mitigation
Failure to responsibly collect,
process and store data, together
with not ensuring an appropriate
standard of cyber security
across the business, will result
in us not meeting our regulatory
obligations, and losing the trust
of our stakeholders.
Link to strategic priorities
Direction of travel
Information is the lifeblood of
a digital company – protecting
the confidentiality, integrity and
accessibility of this data is critical
for a data-driven business. Failure
to do so can have significant
financial and regulatory
consequences in the General Data
Protection Regulation (“GDPR”)
era. In addition, we also need
to use our data efficiently and
effectively to improve business
performance.
Continuously improving data-protection strategy, framework and
methodology, ongoing data mapping and impact assessment
procedures.
Formally deployed information security risk management methodology
to provide objective reviews and monitoring of our assets and systems.
Multi-year cyber security programmes supporting continuous
improvement and reducing cyber risk across technology, business
processes and culture.
All employees are required to undertake awareness training for
information management and data protection, with a focus on the
GDPRrequirements.
Internal and external validation of compliance through auditing,
including risk-based audits of suppliers and other third parties.
Comprehensive disaster recovery and business continuity plans in
place across the Group
Robust change-management processes and incident management
protocols adhered to for all products and services.
Our cybersecurity policies outline our approach and commitments,
detailing the expectations for managers, theleadership team and all
colleagues.
THG Ingenuity reliance
Risk description Risk context Management and mitigation
If THG Ingenuity fails to maintain
service levels, it will impact our
ability to meet demand, attract
customers and deliver on our
strategy.
Link to strategic priorities
Direction of travel
THG is reliant on THG Ingenuity
for providing platform hosting,
warehouse fulfilment, courier
services and marketing services
which underpin the ecommerce
offering. The loss of or any
interruption to these services
could have a material impact on
the business and operations of
THG and could result in significant
financial liabilities and losses.
Service level agreements including uptime, responsiveness and mean
time to repair objectives.
A strategic partnership with Google enhances platform resilience
through the ongoing migration of hosting infrastructure to Google
Cloud. Google’s participation in THG Ingenuity’s capital structure further
strengthens this relationship.
Comprehensive disaster recovery and business continuity plans for
platform and THG Ingenuity.
Robust change-management processes and incident management
protocols adhered to for all products and services.
Contract management and validation of compliance with long-term
agreements and transitional services agreement.
Assurance through internal and external compliance auditing.
As part of its standard operational and commercial oversight, the Group
periodically reviews the financial performance and position of THG
Ingenuity, reflecting its significance as a key supplier.
Link to strategic priorities key:
Build leadership positions in core territories and categories
Deliver innovative and relevant products to global consumers
Develop Active Customer base anddrive loyalty
Enhance brand equity through D2Cchannels
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Risk management and informeddecision-making continued
Culture
Risk description Risk context Management and mitigation
If we do not fully empower
our employees and enable
accountability in line with our
shared values and behaviours,
we will be challenged to create
a culture that meets THG’s
business ambitions.
Link to strategic priorities
Direction of travel
The development of a shared
behavioural competency that
encourages employees to always
do the right thing, put customers
at the heart of the business
and drive innovation, is critical
in THG’s success. Devolution
of decision-making, and the
acceptance of accountability for
decisions, is fundamental to our
continued development and to
sustain our shared values and
behaviours. THG also supports
a culture of empowered leaders
that develops ideas and solutions,
and provides employees with
a safe environment, allowing
for honest disclosures and
discussions. Such a trusting and
empowering environment can
help sustain innovation, enhance
customer success and drive
the engagement that results in
increased market share.
Whistleblowing and incident-reporting mechanisms in place to allow
issues to be formally reported, investigated and monitored. These are
continually refreshed to ensure they remain relevant.
Our Equity, Diversity and Inclusion (“EDI”) strategy is delivered through
clear policies, colleague networks, and targeted training, with
performance continuously measured against key metrics. Engagement
surveys to enhance workplace culture and employee engagement.
Ongoing refinement of processes to improve the overall employee
journey, enhance engagement, the quality of feedback and subsequent
actions.
Integration of values and behaviours into all our core colleague priorities
including objectives, performance management, appraisals, talent
attraction, selection and development, leadership development and
onboarding.
Risk-based compliance training delivered across our business units.
Talent
Risk description Risk context Management and mitigation
If we fail to attract at pace,
and/or retain employees with
the critical skills, capabilities,
motivation and capacity we need
to deliver on our strategy, we will
not be successful.
Link to strategic priorities
Direction of travel
As we continue to evolve our
priorities, the capacity, knowledge
and leadership skills we need will
continue to change. THG will not
only need to attract the talent
and experience required to help
navigate this change, we will also
need to provide an environment
where employees can develop
to meet these new expectations,
an environment where everyone
can perform at their very best.
By continuing to empower
employees and leaders to make
decisions, be innovative and be
bold in meeting our commitments,
THG will continue to create an
attractive working environment,
increasing employee engagement
and aligned high-performing
teams.
Reviews of our remuneration requirements and mechanisms designed
to incentivise and drive the right behaviour, with a focus on ensuring fair
and equitable pay across the business.
Focused development of staff, through specific learning and
development tools, to ensure they create the environment that enables
colleagues to thrive and perform at their very best.
Strategic workforce planning and talent management, including the
refinement of job architectures, to create greater visibility of critical
talent to manage succession pipelines, and align our workforce with
future business needs.
Our people policies, updated in line with legislative changes, outline our
approach and commitments, detailing the expectations for managers,
the leadership team and all colleagues.
THG PLC Annual Report and Accounts 2025
64
Customer needs
Risk description Risk context Management and mitigation
If we fail to anticipate,
understand and deliver against
the capabilities and experiences
our current and future customers
need in a timely manner, they
will find alternative providers.
Link to strategic priorities
Direction of travel
As THG continues to grow
its business and brand, an
understanding of how to
continually attract new customers
while retaining existing customers
is essential. This requires a deep
and continuous flow of insights
supported by processes and
systems. By understanding the
needs of our customers, THG
will continue to differentiate
itself from competitors, build
compelling value propositions and
offers, use key drivers to identify
opportunities, decrease churn and
generate revenue more effectively.
Customer service levels and complaints are monitored, and internet
sites are reviewed for customer opinion.
Use of customer activity data and insights (across acquisition, retention,
churn and satisfaction) to be more targeted and strategic in how we
gain new customers and maximise the loyalty and lifetime value of
existing customers.
Developments in ecommerce trends are monitored through industry
horizon scanning, competitor analysis and benchmarking to keep
abreast of the latest developments and innovations.
Highly competent buyers and merchandisers are adept at interpreting
and delivering desirable brands.
Investment in delivery, marketing, brand, customer experience and
growing our retail proposition to keep our customer appeal.
Managed international customer service – 24/7 customer service for a
global audience across live chat, calls, email and social.
Demand forecasting process and continuous monitoring of availability
to adjust intake accordingly.
Innovation informed through demand insights, consumer data and
feedback from our global retail customer base.
A fully vertically integrated business model, with full control over
new product development, branding and design capabilities, which
significantly reduces development timelines.
Collaboration with partners to complement and enable accelerated
innovation.
Infrastructure, supply chain and critical partners
Risk description Risk context Management and mitigation
If we fail to maintain our
infrastructure, wider supply
chain and critical partners, this
will impact our ability to meet
demand, attract customers and
deliver on our strategy.
Link to strategic priorities
Direction of travel
THG places reliance on its
worldwide infrastructure and
partners across the supply chain
globally.
Any interruption to these services
or relationships could have a
profound impact and could result
in significant financial liabilities
and losses.
Oversight by projects teams to support and monitor transformation
programmes, including management of programme risks and
dependencies.
Business continuity strategies, including dual sourcing for most supply
categories and in all business units, reducing dependencies on sole
suppliers.
Comprehensive disaster recovery and business continuity plans
inplace.
Continuous monitoring of supply chain activity and news through
advanced web-scraping functionality.
Continuous monitoring and forecasting of demand and availability to
adjust intake accordingly.
Extensive and up-to-date knowledge of supplier base to ensure we can
scale our supply chain appropriately and quickly.
Assurance on our key third-party suppliers and service providers
through internal and external compliance auditing.
Contract life cycle management.
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Risk management and informeddecision-making continued
Climate change, environmental and social responsibility
Risk description Risk context Management and mitigation
Failure to achieve our
sustainability-related aims,
objectives and obligations will
impact our ability to deliver
our Sustainability Strategy and
result in us failing to meet our
regulatory obligations and public
commitments, losing the trust of
our stakeholders.
Link to strategic priorities
Direction of travel
We invest in our people, partners,
technology and communities
to give individuals, businesses
and our planet the opportunity
to thrive. Our vision is to act as a
force for good in leaving the world
a better place than we found it.
If we do not act on climate
change, associated governmental
actions and energy transition
could disrupt our operations and
increase our costs.
External third-party assurance of our operational energy and
emissionsdata.
Oversight from our team of sustainability experts, the ESG Working
Group and independent oversight from the Sustainability Committee.
THG Supply Chain Standards outline the minimum expectations for our
suppliers.
Our policy on human rights, including our Modern Slavery Statement,
outlines our approach and commitments, detailing the expectations
formanagers, the leadership team, and all colleagues.
Multiple workstreams designed to respond to specific risks and
opportunities as part of our Sustainability Strategy.
Climate-impact modelling in line with TCFD recommendations to
identify and manage the climate-related risks and opportunities
THGisexposed to.
Sustainability data platform ensures regulatory compliance and
performance measurement.
Health and safety
Risk description Risk context Management and mitigation
Failure to implement and
monitor appropriate policies
and procedures and support
a continually improving safety
culture across all parts of the
business could lead to accidents
or incidents resulting in loss of
life or serious injury.
Link to strategic priorities
Direction of travel
Health and safety is of paramount
importance, and THG must
provide a safe environment for all
stakeholders.
Failure to implement and monitor
stringent health and safety
procedures and policies across
all parts of the business could
lead to accidents or site-related
incidents, resulting in loss of life
or serious injury to employees,
subcontractors, visitors, customers
or members of the public.
Our global footprint and evolving
infrastructure further compound
this risk.
Oversight from our Health, Safety and Environment (“HSE”) professionals
both in the UK and internationally, with oversight by the Board and regular
review of safety reports and safety performance.
Global HSE Strategy and roadmaps aligned to risk and risk appetite.
Regular and documented engagement and training across the Group.
Clear, effective and regular communications of all relevant safety updates.
Ongoing updates to our risk assessments and safe systems of work by
trained and competent staff to raise awareness and knowledge.
Health and safety compliance reviews are an established part of the
annual assurance plans provided by both our second and third lines
ofdefence.
Our health and safety management policies outline our approach and
commitments, detailing the expectations for managers, the leadership
team and all colleagues.
Legal and regulatory compliance
Risk description Risk context Management and mitigation
Failure to anticipate, understand
and implement our legal and
regulatory requirements will
result in us failing to meet our
obligations, impacting our ability
to deliver our strategy and losing
the trust of our stakeholders.
Link to strategic priorities
Direction of travel
We continue to operate in a global
market with numerous legal
and regulatory requirements.
Remaining aware of changing
regulation, and ensuring
compliance, is key to ensuring we
protect THG and our customers
and partners.
Defined risk-appetite metrics and key risk indicators which are
monitored and updated at each Risk Committee meeting.
Oversight from our extensive team of legal and regulatory compliance
experts.
Emerging risk processes, including horizon-scanning, to anticipate
potential changes in the legal and regulatory landscape.
Legal and regulatory compliance reviews are an established part of the
annual assurance plans provided by our third line of defence.
THG PLC Annual Report and Accounts 2025
66
Product safety and quality
Risk description Risk context Management and mitigation
Failure to manufacture and
provide safe, compliant
and quality products to our
consumers may prevent
them from making informed
purchasing decisions,
compromise their safety and
result in us failing to meet our
obligations, negatively impacting
our brand and reputation.
Link to strategic priorities
Direction of travel
Ensuring the ongoing quality and
safety of our product portfolio
is vital for our brands and our
reputation.
The quality and safety of the
products within our portfolio are
at risk of becoming compromised
at any stage in the supply chain if
we fail to adequately monitor the
associated processes.
Product safety and quality is established in our processes and controls,
from product design to customer.
Product safety, quality and regulatory compliance training programme
for all relevant employees.
Oversight from our extensive team of product quality, regulatory
compliance and technical experts across each of the markets we
operate in.
Rigorous testing and regularly monitoring performance indicators that
support improvement activities.
Regular monitoring and quality controls over material received to
ensure that it meets THG product safety and quality standards.
Activation of incident management teams in the event of an incident
relating to the safety of our consumers or the quality of our products.
External certification and auditing of key suppliers and other third
parties consistent with our own standards and risk appetite.
Geopolitical and economic uncertainty
Risk description Risk context Management and mitigation
Failure to anticipate, understand
and successfully respond to
changes in geopolitical and
economic uncertainty on a
timely basis may impact our
ability to meet our strategy.
Link to strategic priorities
Direction of travel
Adverse changes to economic
conditions could affect one or
more countries and result in
reduced customer spending,
higher interest rates, adverse
inflation in our cost base, adverse
FX movements and limited debt
refinancing options.
All the above could negatively
affect our operating cash flow.
Diverse product portfolio and geographic reach that mitigates our
exposure to any localised risks and uncertainties.
Adaptable portfolio of existing products and an ability to develop new
products that suit consumers’ and customers’ changing needs when
economic conditions change.
An ability to respond to the inflationary pressures on both inputs and
product pricing.
Financial resilience and liquidity with significant cash on hand at year
end and our undrawn revolving credit facilities.
Regular forecasting of business results and cash flows, and
rebalancing of investment priorities where necessary.
Currency and interest rate hedging arrangements in line with the
Group’s Treasury Policy.
Liquidity and funding
Risk description Risk context Management and mitigation
Failure to adequately
manage our cash, debt and
overall liquidity and funding
requirements over the short,
medium and long term could
negatively impact our ability to
deliver our strategy.
Link to strategic priorities
Direction of travel
Our ability to generate and
manage our cash, control
expenditure and other expenses
underpins our ability to repay
debt and fund working capital
investment.
Maintenance of cash reserves and equivalents, together with access to
undrawn revolving credit facilities.
Broader working capital management to continually improve cash flow
and reduce reliance on bank facilities, while meeting our risk-appetite
metrics.
Frequent engagement and dialogue with the market and rating
agencies.
Through our Profit Improvement and Capex Committees, there is
ongoing scrutiny and challenge of discretionary expenditure and capital
spending.
Treasury operations are managed and monitored in line with a
Board-approved Treasury Policy.
Close monitoring and stress-testing of projected cash, debt capacity
and overall liquidity, including sensitivity analysis, to assess the impact
of the changing economic environment.
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Strategic Report
Risk management and informeddecision-making continued
Assessment of the going concern
assumption
The Group remains in a strong cash position
following the demerger. As at the balance
sheet date, the Group had a total of £150m
in an undrawn revolving credit facility (“RCF”),
along with £183m readily available cash held
on the balance sheet.
Net debt at 31 December 2025 was £364m
(31 December 2024: £346m), with net debt of
£233m (31December 2024: £304m) before
the inclusion of IFRS 16 lease liabilities that
mature over a period of up to 25 years. During
2025 the Company announced the completion
of its debt refinancing through to 2029. As
part of a plan to deliver, an ‘amend and extend’
refinancing was agreed that reduced the
Term Loan B from €600m to €445m with
maturity extended by three years to December
2029. The Term Loan A was repaid in full
during October 2025. The RCF (undrawn at
year end) totals £150m and has also been
extended to 2029. The reduction in facilities
was partially funded by the equity placing and
equity raise during the year. The demerger
of THG Ingenuity has materially reduced the
cash outflows of the Group with substantial
reductions in lease commitments (c.£20m per
annum) and capex requirements, which in turn
mean that the Group requires smaller banking
facilities.
Additional liquidity was also obtained through
asset-backed lending facilities drawn on a
monthly basis. There are no key covenants
attached to the Term Loan B facility which
is drawn down. Covenants attached to the
RCF are linked to net debt leverage and only
become effective when the facility is drawn
above 20%, which is not anticipated to occur
on test dates (biannually).
This covenant requires the Group to maintain
the ratio of net debt over Adjusted EBITDA
to below 4.50 – 3.50 (over the course of the
term), which is reviewed regularly, although as
noted the facility is not drawn at the balance
sheet date. This facility provides the Group
liquidity optionality to manage seasonal
working capital movements. These covenants
are effective from 31 December 2025; prior
to this, the existing covenants remain in place
(gross debt over Adjusted EBITDA below 7.60
only in respect of the RCF).
The going concern assessment period is the
13months from the date of this report to
30 April 2027. In order to satisfy the going
concern assumption, the Directors of the
Group review its Budget periodically, which
is revisited and revised as appropriate in
response to evolving market conditions. The
Directors have considered the Budget and
forecast prepared through to 30 April 2027.
Refer to the Viability Statement for further
information on the stress test scenarios that
have been applied to the Group’s forecast.
Going concern statement
As a result of the analysis performed,
includingpotential severe but plausible
downside scenarios, the Board believes
thatthe Group is able to adequately manage
its financing and principal risks and that
the Group will be able to operate within the
level of its facilities and meet the required
covenants for the going concern assessment
period. Based on the above activity, the
Directors are satisfied that it is appropriate to
prepare the financial statements of the Group
on a going concern basis.
Viability Statement
The Directors have adopted the UK Corporate
Governance Code, in which the Directors
are required to issue a Viability Statement
declaring whether they believe the Group
is able to continue to operate and meet its
liabilities for the period to December 2028,
taking into account its current position and
principal risks. The Directors assessed the
prospects of the Group by reference to its
current financial position, its recent and
historical financial performance, its forecasts
for future performance, its business model
(pages 2 and 3), strategy (pages 10 and 11)
andits principal risks and mitigating factors
(pages 60 to 67).
Viability assessment period
In considering the viability of the Group, the
Directors felt that an appropriate period of
time was the three-year period between
31December 2025 to December 2028 over
which to assess the Group’s prospects. This
is consistent with the Group’s business model
and strategic planning period approved by
the Board. A roll forward from the three-year
assessment period is performed for the
purposes of impairment.
The Group has applied financial modelling
tothe assessment of going concern and
viability to assess the base case and apply
stress testing.
The base case
The Group’s strategic planning cycle includes
an annual Budget process, which is reviewed
by the Board. This planning process involves
modelling under a series of assumptions.
Severe but plausible downside scenarios
were also modelled setting out impacts of a
combination of the principal risks, as well as a
reverse stress test to identify what would be
required to either breach covenants or run out
of liquidity. This process is led by the Group
CFO and Deputy Group CFO along with the
Board and Chair and CEO providing further
direction to align strategic initiatives. Forecasts
have been prepared on a divisional level.
The Directors of the Group review its Budget
periodically, which is revisited and revised as
appropriate in response to evolving market
conditions.
In considering the Group’s financial position
the Directors have considered:
•
expected future growth of trading
businesses;
•
margins expected to be achieved in the
future; and
•
wider market and industry-specific factors.
There is sufficient liquidity throughout the
forecast period in respect of the base case.
This is even before any mitigating actions
which could be implemented by management
and excludes a full drawdown of the RCF
facility.
Stress tests
Several stress test scenarios have been
applied to the Group’s forecast, including,
butnot limited to:
•
THG Beauty and THG Nutrition revenue
decline by 5%; and
•
THG Nutrition gross profit margin remains
atFY 2025 levels.
A severe but plausible downside modelled
the impact of all scenarios above occurring
simultaneously.
From this scenario, a reverse stress test was
modelled to identify the point at which liquidity
is exhausted. The model would have to see
a significant decline in revenue and margins
compared with the stress test set out above.
Such a scenario, and the sequence of events
which could lead to it, is considered to be
extremely remote. While the occurrence of one
or more of the principal risks has the potential
to affect future performance, none of them are
considered likely either individually or
collectively to give rise to a trading deterioration
of the magnitude indicated by the reverse
stress testing and to threaten the viability of
the Group over the assessment period.
THG PLC Annual Report and Accounts 2025
68
Assessment of viability
In making the Viability Statement, the Board,
supported by the Audit and Risk Committees,
carried out a robust assessment of the
Group’s viability and the principal risks and
uncertainties facing THG for the next three
years, as described on pages 60 to 67,
whichcould impact the business model,
taking into account:
Factor
Stress test scenarios involving a depression
in revenue and margins within THG Nutrition
and THG Beauty have been run together to
show an unlikely but plausible worst case
downside scenario including an assessment
of the Group’s longer-term prospects. We
anticipate that these scenarios would include
any further uncertainties that may come from
the impact of the current macroeconomic
environment with high inflation and various
global recessions.
Link to principal risks
No associated potential impacts were
considered within the following principal
risksreview.
The worst case scenario outlined above did not
include any mitigating actions available. There
are a number of actions that management
would take to protect working capital and
strengthen the balance sheet if any of the
scenarios outlined above were encountered
asincluded above (see Stress test).
Based upon the assessment of the sensitivity
built into the scenarios tested, the Directors
confirm that they have a reasonable
expectation that the Group will be able to
continue in operation to meet its liabilities
as they fall due over the period up until
December2028.
Approval of Strategic Report
This Strategic Report was approved and issued
by the Board and signed on its behalf by
Matthew Moulding
Executive Director and
Chief Executive Officer
25 March 2026
THG PLC Annual Report and Accounts 2025
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Governance
Contents
Governance
71 Corporate Governance Report
79 Audit Committee Report
84 Nomination Committee Report
89 Related Party Committee Report
91 Risk Committee Report
93 Sustainability Committee Report
95 Directors’ Remuneration Report
106 Directors’ Report
THG PLC Annual Report and Accounts 2025
70
Corporate Governance Report
Dear Shareholders,
It is my pleasure to introduce our Corporate Governance Report for the
2025financial year and update you on the Company’s governance
frameworkand practices.
In light of the Company’s transfer to the ESCC category of the Official
List on 6 January 2025 (the “Effective Date”) and its subsequent
inclusion in the FTSE 250 Index, our corporate governance arrangements
were subject to detailed oversight and review throughout the year
to ensure THG’s governanceinfrastructure remained appropriately
matureand robust.
We believe the enhancements made during 2025 demonstrate our
ongoing commitment to the principles of good corporate governance
and reflect our conviction that a strong governance framework is
fundamental to the Group’s long-term, sustainable success and,
ultimately, the creation of Shareholdervalue.
Code compliance
Since Admission and prior to the Effective
Date, the Company voluntarily reported
against the 2018 Code, despite its application
being mandatory only for those companies
with an ESCC-category classification (formerly
premium-listed issuers). The 2018 Code was
considered the most appropriate framework
for the Company to adopt, providing a strong
foundation to establish, develop and inform its
governance infrastructure and, in turn, foster
stakeholder confidence.
From the Effective Date reporting against
the 2024 Code – applicable to financial
years beginning on or after 1 January 2025
–became mandatory. I am pleased to confirm
that the Company fully complied with its
provisions during the 2025 reporting period.
In preparation for the new Code Provision 29
requirements coming into effect on 1January
2026, the Audit Committee, together with
the Risk Committee, considered the ongoing
development and enhancement of the
Group’s internal control framework to ensure
that appropriate governance and assurance
structures are embedded across the
organisation. This is discussed further in the
relevant Board Committee Reports.
Board composition
As discussed within the Nomination
Committee Report, Board composition
continued to be closely monitored throughout
2025, with an ongoing focus on the Chair’s
stated mandate to refresh and strengthen
the Board by enhancing independence and
diversity, in line with the FCA’s diversity targets
and the Group’s broader EDI vision.
Significant progress was made in this regard
and, following John Gallemore’s resignation
from the Board and as COO, effective upon
completion of the demerger of THG Ingenuity
on 2 January 2025, we welcomed Milyae Park
as an independent NED.
It is particularly pleasing that, with this
appointment, the Company achieved
full compliance with the FCA’s diversity
requirements.
From 28 January 2025 to the date of this
Corporate Governance Report, one of our four
senior Board positions has been held by a
woman (i.e. Sue Farr, who has served as SID
since her appointment to the Board), over 40%
of our Board have been women and the Board
has included one Director from a minority
ethnic background.
Further information on these Board changes,
and on the Board’s consideration of EDI
matters more generally, can be found in the
Nomination Committee Report.
Our people
Workforce engagement was a priority focus
for the Board during 2025, and remains
so in 2026. Following the demerger of
THG Ingenuity and the implementation of
cost-rationalisation programmes to right-size
the Group’s cost base, the Board has been
keen to ensure that, in compliance with the
Code, engagement mechanisms remain
effective.
As considered in further detail in the
‘Workforce engagement’ section which follows,
these measures were subject to ongoing
review throughout the year and developed and
enhanced as appropriate.
Notably, the decision was taken to formally
appoint Helen Jones as the designated
workforce NED, with effect from 9 July 2025.
This appointment was made to both
strengthen existing engagement mechanisms
and ensure that the views of the workforce
within the reshaped Group continued to be
appropriately reflected in Board discussions
and decision-making.
AGM
We remain committed to fostering effective,
ongoing communication with all stakeholders
and view the Company’s annual general
meetings as a key opportunity to engage
openly with our Shareholders. Details of the
forthcoming AGM will be included in the
Notice of Meeting and, as always, we very
much look forward to meeting with those
Shareholders who are able to attend.
Charles Allen,
Lord Allen of Kensington, CBE
Independent Chair
25 March 2026
THG PLC Annual Report and Accounts 2025
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Governance
Corporate Governance Report continued
Our Board
Charles Allen, Lord Allen of Kensington, CBE | Independent Non-Executive Chair
Matthew Moulding | Executive Director & CEO
Date of appointment
22 March 2022
Key external appointments
•
Chair of Balfour Beatty plc
•
Chair of Classic FM
•
Chair of the Invictus Games Foundation
•
Senior non-executive director of Global
Media & Entertainment Limited
Board Committee membership
(Chair)
Date of appointment
24 June 2008
Key external appointments
None
Board Committee membership
n/a
Charles possesses a depth of corporate experience across a number of sectors,
including finance, media, hospitality and retail, and, having played a key role in the
creation of ITV, is recognised for his significant contribution to the television industry.
Former positions include chief executive of Granada Group plc and ITV plc, chair
of Granada Media plc, EMI Music, Endemol and The British Red Cross and advisory
chairofMoelis & Company. Charles has also served on the boards of Tesco plc,
VirginMedia and GET AS and as chief adviser to the Home Office and a senior adviser
to Goldman Sachs.
Charles was vice chair of the London 2012 bid company, a non-executive director of
the London Organising Committee of the Olympic and Paralympic Games and chair of
the 2002 Manchester Commonwealth Games. In 2002 he was awarded a CBE for his
services to Sport and Community and in 2012 he was appointed a Knight Bachelor for
his services to the 2012 Olympic and Paralympic Games. Charles received the Freedom
of the City of London in 2006 and in 2013 was awarded a peerage and now sits on the
Labour benches.
Matthew has been instrumental in THG’s growth, leading its evolution from an
entertainment reseller to a global ecommerce group and brand owner. Prior to founding
THG, he served an eight-year term as chief financial officer of 20:20 Mobile (the
Distribution Division of the Caudwell Group) before leading its sale to private equity
for £365m. Matthew studied Industrial Economics at the University of Nottingham
before qualifying as a chartered accountant with Arthur Andersen in 1998. His deep
ecommerce knowledge and insight, combined with his proven entrepreneurial skills,
ensure Matthew is well positioned to drive THG’s strategic direction and objectives
while working in alignment with its Shareholder base.
Damian Sanders | Executive Director & CFO
Date of appointment
24 January 2023
(having previously served as an independent
NED from 17 November 2020)
Key external appointments
Senior independent director of Victorian
Plumbing Group plc
Board Committee membership
n/a
Damian is a member of the Institute of Chartered Accountants in England and Wales
and was a Senior Audit Partner at Deloitte LLP for over 20 years. He has extensive
knowledge of the retail and technology sectors and has acted as an adviser and
corporate governance specialist to a number of international listed companies. Damian
brings considerable expertise to the Board across audit, accounting, commercial and
risk matters and also business strategy. His strong financial background, depth of
advisory experience and knowledge of the Group - acquired during his two-year tenure
as a NED, including serving as interim SID and as a chair/member of various Board
Committees - make him well qualified to serve as CFO.
Sue Farr | SID
Date of appointment
24 April 2023
Key external appointments
•
Senior independent director
of Helical plc
•
Non-executive director of Ebiquity plc
•
Non-executive director
of Vistry Group PLC
Board Committee membership
(Chair)
Having enjoyed an executive career spanning a number of senior marketing and
communication positions in both agency and private and public sector organisations,
Sue brings comprehensive marketing, branding and corporate communication
knowledge and expertise to the Board. Former roles include Marketing Director at
the BBC, Corporate Affairs Director at Thames Television, Communications Director
at Vauxhall Motors and a director of Chime Communications plc. Sue has previously
served as senior independent director of British American Tobacco p.l.c. and as a
non-executive director of Accsys Technologies PLC, Dairy Crest plc, Lookers plc,
Millennium & Copthorne Hotels plc and New Look. She is also a former trustee of
the Historic Royal Palaces and former chair of both The Marketing Society and the
Marketing Group of Great Britain. Sue was awarded an Honorary Doctorate by the
University of Bedfordshire in 2010.
Board Committee membership key: Audit Nomination Related Party Remuneration Risk Sustainability
THG PLC Annual Report and Accounts 2025
72
Edward Koopman | NED
Gillian Kent | Independent NED
Dean Moore | Independent NED
Helen Jones | Independent NED
Milyae Park | Independent NED
Date of appointment
3 May 2016
Key external appointments
•
Director of Sofina Capital
•
Director of Nuxe Group
•
Director of Grupo Proeduca
Board Committee membership
n/a
Date of appointment
15 September 2022
Key external appointments
•
Non-executive director of Crest
Nicholson Holdings plc
•
Non-executive director of Mothercare plc
•
Non-executive director of STV Group plc
Board Committee membership
(Chair)
Date of appointment
15 September 2022
Key external appointments
•
Non-executive director of
Griffin Mining Limited
Board Committee membership
(Chair)
Date of appointment
21 June 2023
Key external appointments
•
Non-executive director of
Premier Foods plc
•
Non-executive director of
Virgin Wines UK plc
Board Committee membership
(Chair)
Date of appointment
28 January 2025
Key external appointments
•
Non-executive director of
Alliance Witan PLC
•
Non-executive director of Fidelity
European Trust PLC
•
Non-executive director of Faber
and Faber Ltd.
Board Committee membership
(Chair)
Edward was a founding partner of Electra Partners/Cognetas Private Equity (now
known as Motion Equity Partners LLP) and previously a Manager at Bain & Company,
having worked in investment banking at both Baring Brothers and BNP Paribas.
Heis a member of the Leadership Council of Sofina, a family-controlled investment
company listed on Euronext Brussels, investing patient capital in growing companies.
Edward holds a degree from Ecole de Management de Lyon (EM Lyon) Business School
and brings a wealth of knowledge to the Board through his international business
experience and well-honed management skills.
Gillian has had a far-reaching career in software, internet, digital media and mobile
technology businesses and formerly held various senior roles at Microsoft, including
Managing Director MSN UK. Both here and in other roles, including as chief executive
officer of the real estate portal Propertyfinder, she established her expertise in
building markets and brands for products and services. Gillian previously served as a
non-executive director of Ascential plc, Dignity plc, NAHL Group PLC, Pendragon PLC
and SIG plc and as a director of Portswigger Ltd., a leading software solution company
within the web security industry. Gillian’s expansive executive career and broad plc
experience serve to enhance the knowledge base and overall skill sets of the Board.
Dean is a chartered accountant and, with over 35 years of public company experience,
brings a depth of City and finance knowledge to the Board, together with significant
expertise in the financial services and retail sectors. Dean was previously chief
financial officer of N Brown Group plc, T&S Stores PLC and Graham Group plc; interim
chief financial officer of Cineworld Group plc, De La Rue plc and Dignity plc; senior
independent director of Cineworld Group plc and Volex plc; and non-executive chair
of Tuxedo Money Solutions Limited. Dean is a skilled and experienced financial
professional who possesses wide-ranging technical, business and people expertise
which is founded upon a commercially orientated outlook.
Helen has enjoyed a highly successful executive career building premium food and
beverage brands across FMCG, multi-site retail and hospitality businesses, while
gaining extensive marketing, commercial and operational experience in the consumer
sector, both in the UK and internationally. Having launched a pioneering soft drinks
start-up with International Distillers and Vintners (IDV), Helen went on to lead the
introduction of the Ben & Jerry’s brand in the UK – its first market entry outside of the
US. Following the brand’s acquisition by Unilever, she then oversaw its expansion across
19 European countries before moving into senior transformation and international
roles within hospitality. Helen’s former positions include vice chair of the Ben & Jerry’s
Independent Board of Directors USA, senior independent director of Halfords Group plc
and non-executive director of Fuller, Smith & Turner PLC.
Milyae has extensive experience in the consumer, retail, technology and financial
services sectors, having worked as both an executive and adviser in digital and
commercial transformation and growth in more than 40 countries. After an early career
as a qualified accountant with PwC in Silicon Valley, Milyae joined Goldman Sachs on
Wall Street as an investment banker. She subsequently moved to Accenture where
she became a Partner in its EMEA M&A and Strategy practice, before serving as both
a Business Development Director and a Commercial Director at Tesco, latterly joining
Marks & Spencer as the Director for Europe. Milyae is a former Governor of the London
Museum and the former chair of its Trading Board. Milyae holds an MBA from Wharton.
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Corporate Governance Report continued
Board composition and
independence
As detailed overleaf, the Board currently
comprises two Executive Directors (i.e. the
CEO and the CFO) and seven NEDs, six of
whom (including the Chair) are considered
to be independent in both character and
judgement. Following an assessment of
his individual circumstances against Code
Provision 10, NED Edward Koopman is not
deemed to be independent.
Edward Koopman was appointed to the
Board prior to Admission to represent Sofina
SA (“Sofina”), a major Shareholder who has
continued to hold Ordinary Shares following
Admission, and has a tenure exceeding nine
years. Edward Koopman is both an employee
of Sofina and a member of its Leadership
Council and, while he has remained on the
Board, his continued THG directorship is not in
a Shareholder-representative capacity. Edward
Koopman is regarded as an effective Board
member and his robust challenges and wealth
of business knowledge and experience are
considered to add value to Board discussions.
As the Company has previously disclosed,
the holding of Ordinary Shares by NEDs is not
considered to impair their independence but is
viewed as aligning their interests with those of
Shareholders more generally and, in turn, with
the long-term interests and success of the
Company. Consequently, NEDs may purchase
Ordinary Shares at market value via a broker
and facilitated by the Company if required.
Directors’ holdings are set out within the
Directors’ Remuneration Report.
On an analysis which incorporates the strict
letter of the Code and excludes the Chair,
theCode Provision 11 requirement that at least
half the Board are independent NEDs was
satisfied throughout the whole of the 2025
financial year.
Excluding the Independent Chair from the
calculations, the position was as follows:
•
prior to John Gallemore resigning from
the Board and as COO with effect from
completion of the demerger of THG
Ingenuity on 2 January 2025, the Board
comprised three Executive Directors
(i.e. the CEO, the CFO and the COO),
non-independent NED Edward Koopman
and four independent NEDs (i.e. Sue Farr,
Dean Moore, Gillian Kent and Helen Jones);
•
in the period 3 January 2025 to 27 January
2025, the Board comprised two Executive
Directors (i.e. the CEO and the CFO) and,
again, one non-independent NED and four
independent NEDs; and
•
following the appointment of independent
NED Milyae Park on 28 January 2025 and
in the period to 31 December 2025, the
Board comprised two Executive Directors,
one non-independent NED and five
independent NEDs.
No further Board changes have been
implemented since Milyae Park’s appointment.
Accordingly, as at the date of this Corporate
Governance Report, Board composition
remains in alignment with Code Provision 11.
A summary of the principal responsibilities
of all Board members is contained within the
Nomination Committee Report.
Board role and responsibilities
In satisfaction of Code Provision 14, the
Company has published a formal Schedule
of Matters Reserved to the Board (“Schedule
of Reserved Matters”), which is available on
its website at: https://fcdn.thg-corporate.
com/thg/schedule_of_matters_reserved_
to_the_board_252472_4_31689_
v4_0_7ef1125a06.pdf.
This document details the Board’s primary
responsibilities and identifies those items
of business – such as strategic, financial
reporting and corporate and capital structure
matters – which are expressly reserved for
the Board’s collective consideration, oversight
and/or ratification (as appropriate).
Under the terms of this Schedule of Reserved
Matters, and in accordance with the Code, the
Board retains ultimate responsibility for the
management of risk within the Group and is
required to, amongst other matters, maintain
and monitor the Group’s risk management and
internal control systems (including financial,
operational and compliance) and, at least
annually, review their effectiveness.
In fulfilling these responsibilities, the Board
also approves organisational risk appetite
statements and undertakes a robust
assessment of the principal and emerging
risks facing the Group.
During 2025 the Board was supported in
these activities by the Audit Committee and
the Risk Committee, further details on which
can be found within the respective Board
Committee Reports.
Full details of the Group’s risk management
framework, risk appetite and risk identification
process are provided within the ‘Risk
management and informed decision-making’
section of the Strategic Report.
This section includes confirmation that, during
the 2025 financial year, the Board – assisted,
as appropriate, by the Audit Committee
and the Risk Committee – reviewed the
effectiveness of the risk management systems
and internal control frameworks and identified
no significant control failings or weaknesses.
More broadly, the Board remains mindful of its
overarching duty under the Code to promote
the long-term, sustainable success of the
Company, generating value for Shareholders
and contributing to wider society.
This responsibility continues to underpin all
Board discussions and is one which the Board
seeks to discharge through the ongoing
oversight and successful delivery of the
Company’s strategic priorities which, in turn,
flow from its stated purpose “to create iconic
retail experiences in the beauty, health and
wellnessmarkets”.
THG’s purpose, together with its vision and
values, are considered further within the
‘Our business model’ section of the Strategic
Report. In the present context it is noteworthy
that the purpose has been determined with
reference to the diversity of the Company’s
stakeholder base and formulated to drive
andguide a strategy which aims to deliver
long-term, sustainable growth, while
simultaneously promoting environmental
andsocial responsibility.
The Group’s commitment to these objectives
may be clearly evidenced through, for example,
the key function which the Sustainability
Committee plays within THG’s governance
infrastructure i.e. overseeing the delivery of
the Group’s Sustainability Strategy and, in turn,
embedding sustainability at the heart of all
THG operations.
The implementation of the Group’s Board-
approved Social Impact Strategy, focused
on maximising THG’s impact on, and driving
positive change within, its local communities,
further demonstrates THG’s social conscience
and underlines its robust commitment to act
as a force for good and create a better, more
sustainable future for all.
In seeking to provide the effective and
entrepreneurial leadership expected
under the Code, and acknowledging
the Company’s responsibilities to both
Shareholders and its broader stakeholder
base, the Board recognises the importance
of active engagement to ensure it remains
fully apprised of stakeholder views and is
appropriately informed in its deliberations.
To this end, six stakeholder categories have
been identified as critical to THG’s future
success and these, together with engagement
mechanisms and outcomes, are discussed
further within the ‘Section 172 Statement:
Stakeholder Engagement’ section of the
Strategic Report.
THG PLC Annual Report and Accounts 2025
74
Governance overview
A robust governance framework has been established within the Group to ensure the Board is properly supported in the effective discharge of
its duties. At the time of Admission, the Audit Committee, Nomination Committee and Remuneration Committee were constituted, followed by the
Related Party Committee, the Risk Committee and the Sustainability Committee. Further details on the role, composition and activities of each of
these Board Committees are provided within the respective Board Committee Reports.
Accordingly, the Company’s governance structure during 2025 was as follows (and remains so at the date of this Corporate Governance Report):
Board meetings and activities
While nine core Board meetings were scheduled to take place during 2025, additional meetings were arranged on an ad hoc basis to
ensure theeffective consideration and oversight of time-sensitive business, including key strategic items such as the wholly unsolicited and
non-bindingproposal from Selkirk to acquire the Myprotein business from THG Nutrition and the disposal of Claremont Ingredients (further
detailson which follow).
The Board ultimately convened on 15 occasions, with Board member attendance set out in the table which follows. Director attendance at Board
Committee meetings is detailed within each of the Board Committee Reports.
Board, and Board Committee, documentation continues to be issued in advance of meetings via a leading third-party, cloud-based governance
platform which provides a secure and efficient means by which to manage and distribute Board information. This platform also serves as a
centralised document storage facility through which information can be accessed by Directors on an ongoing basis.
The monthly Board packs incorporate the prior month’s financial results, on a Group and individual business basis, together with key non-financial
information relating to areas of Board focus such as People (including workforce engagement and EDI matters), Investor Relations and Technology.
To ensure Directors have sufficient time to review and consider documentation, papers are now typically issued no later than five working days
inadvance of a meeting (as discussed further within the ‘Board performance review’ section of the Nomination Committee Report).
Attendance at FY 2025
scheduled meetings
Attendance at FY 2025
ad hoc meetings
Director
Charles Allen 9/9 6/6
Matthew Moulding 9/9 6/6
Damian Sanders 9/9 6/6
Edward Koopman 8/9 5/6
Gillian Kent 9/9 6/6
Dean Moore 9/9 6/6
Sue Farr 9/9 6/6
Helen Jones 9/9 6/6
Milyae Park 9/9 6/6
Former Director
John Gallemore
1
n/a n/a
1. John Gallemore resigned from the Board and as COO with effect from completion of the demerger of THG Ingenuity on 2 January 2025.
•
Executes delivery of agreed strategic objectives
•
Oversees the day-to-day management of Group operations
•
Provides regular Board updates on operational performance
Executive Leadership Team
Board
Chair: Charles Allen
Audit
Committee
Related Party
Committee
Risk
Committee
Nomination
Committee
Remuneration
Committee
Sustainability
Committee
Chair:
Dean Moore
Chair:
Sue Farr
Chair:
Gillian Kent
Chair:
Charles Allen
Chair:
Helen Jones
Chair:
Sue Farr
1
1. Sue Farr stepped down as Sustainability Committee Chair, remaining as a member of the Committee, on 26 January 2026 and was replaced by Milyae Park.
THG PLC Annual Report and Accounts 2025
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Governance
Corporate Governance Report continued
Board meetings and activities continued
In addition to the reserved business detailed within the aforementioned Schedule of Matters, a number of other key topics were considered by the
Board during the year, including (but not limited to) the following:
Corporate activity:
•
Overseeing the completion of the demerger of THG Ingenuity from the Group at the start of the year.
•
Considering and approving:
•
the refinancing of the Company’s debt, including extending the maturity of the existing £150m RCF from May 2026 to May 2029 and
a partial ‘amend and extend’ of the existing Term Loan B from €600m to €445m with maturity extended by three years to December
2029; and
•
the oversubscribed equity fundraise which took place in conjunction with the refinancing and pursuant to which the Company received
gross proceeds of £90m, comprising £22m raised from the equity placing and an equity contribution of £68m from Matthew Moulding
structured by way of a non-interest-bearing convertible loan agreement entered into between the Company and FIC Shareco Limited
(aGuernsey-registered corporate entity wholly owned by Matthew Moulding) (“Convertible Loan”).
Governance:
•
Ongoing consideration of certain governance arrangements within the Group in light of the Company’s transfer from the Transition
category to the ESCC category of the Official List, effective from 6 January 2025, and its subsequent inclusion within the FTSE 250 Index.
•
Ongoing oversight of post-demerger arrangements between the Company and THG Ingenuity, including with reference to the arm’s length
contracts between the parties for various services across technology, fulfilment and marketing.
•
Further to the Nomination Committee’s recommendations, considering and approving the appointment of Milyae Park to the Board, with
effect from 28 January 2025, and the appointment of Helen Jones as the Company’s designated NED for workforce engagement, with
effect from 9 July 2025.
•
Given that, as a Director, Matthew Moulding is deemed to be a related party under the UKLRs and entry into the Convertible Loan
constituted a Related Party Transaction, considering and concluding that the proposed entry into the Convertible Loan was fair and
reasonable from a Shareholder perspective (and as so advised by Rothschild & Co in its role as the Company’s sponsor in connection with
the transaction).
Strategy:
•
Ongoing consideration of the Group’s strategic aims and objectives in light of, amongst other matters, macroeconomic conditions,
geopolitical uncertainties, high inflation and globalrecessions.
•
Considering the wholly unsolicited, largely unfunded, highly conditional and non-binding proposal from Selkirk to acquire Myprotein and
unequivocally rejecting it on the basis it was considered to fundamentally undervalue Myprotein and its prospects and, in addition, carried
significant execution complexity and risks (in particular the ability of Selkirk to raise sufficient funding).
•
Following a highly competitive process and pursuant to the stated strategy to simplify the Group and expedite progress towards a net
cash balance sheet, considering and approving the disposal of Claremont Ingredients to the Nactarome Group, fast-growth international
flavour specialists, for c.£103m incash.
General:
Ongoing oversight of:
•
the Group’s market guidance and consensus;
•
the progress being made against the stated strategies of the individual businesses to drive sustainable, profitable growth, deepen
customer relationships and lead with innovation, supported by a programme of cost savings and strong cash discipline; and
•
the review and enhancement of workforce engagement measures and the People agenda more generally in light of the demerger of
THGIngenuity (as discussed further in the ‘Workforce engagement’ section which follows).
Further information on the main discussions and principal decisions taken by the Board during 2025, including relevant stakeholder
considerations, can be found within the ‘Section 172 Statement: Stakeholder Engagement’ section of the Strategic Report.
THG PLC Annual Report and Accounts 2025
76
Board commitments and conflicts
The Board, in conjunction with the Nomination
Committee, keeps the time commitment
expected of, and expended by, NEDs under
ongoing consideration. As at the date of this
Corporate Governance Report, it is satisfied
that NEDs’ current external commitments,
as detailed within their biographies, do
not compromise their effectiveness or
performance.
To ensure that Board members have
sufficient time to discharge their duties and
responsibilities, and in recognition of Code
Principle H and Provision 15, NEDs’ Letters of
Appointment (“Appointment Letters”) require
that, prior to appointment, they disclose all
significant business (and other) interests and
a broad indication of the time associated with
those interests. The Board must thereafter
be kept informed of any changes to such
commitments and at least seven days’
written notice must be provided to the Chair
before a NED accepts an additional external
commitment which may impact the time they
are able to commit to their Boardrole.
While it is accepted that NEDs may have
business interests outwith those of the
Company, NEDs must not put themselves in a
position where their duties to any other person,
firm or company conflict with their duties to
the Company or the wider Group. A NED must
disclose any actual or potential conflict of
interest to the Board as soon as it becomes
apparent and at least seven days’ written
notice must be provided to the Chair before
a NED accepts an appointment as a director,
agent, employee or consultant of any company
or firm engaged in a business competing
with, or similar to that of, the Company or
anyGroupcompany.
Appointment Letters further provide that,
in addition to attending standard Company
meetings (including Board meetings, Board
Committee meetings and the Company’s
annual general meeting), NEDs are expected
to commit sufficient time to the appropriate
preparation ahead of such meetings and,
overall, devote at least two days per month
to their role. More generally, NEDs must
be prepared to commit additional time as
circumstances require, and particularly when
the Company is undergoing a period of
increased activity.
This was the case during 2025 when a
number of additional Board meetings
took place to ensure that due and timely
consideration was given to, amongst other
matters, the proposals to refinance the
Company’s debt to establish a long-term
capital structure in support of THG’s
strategicgrowth targets and launch the
associated equity raise (as discussed in
furtherdetail in the ‘Board meetings and
activities’ section opposite).
As previously disclosed, following Admission
and pursuant to arm’s length leases, the Group
has continued to occupy and utilise property
assets which are owned by the Propco Group,
which itself is wholly owned by the CEO (who
is also a major Shareholder).
As a result of these arrangements, the
Board-constituted Related Party Committee
was established to oversee and approve
Related Party Transactions and provide the
requisite governance structure within which
any actual or potential conflicts of interest
could be considered and appropriately
addressed.
Further information on the responsibilities of
the Related Party Committee and its principal
activities during 2025 can be found within the
Related Party Committee Report.
Board effectiveness and
performance review
In compliance with Code Principle I, the
Company is committed to ensuring that
the Board and the Board Committees have
access to the resources necessary to
operate effectively and properly discharge
the responsibilities incumbent upon them.
The Company Secretary plays a central role
in this regard, providing assistance to Board
members, as required, and advising on legal,
regulatory and governance matters.
The wider Senior Management team also
provides ongoing support, comprising
colleagues who have progressed through
the internal talent framework and who, in
turn, possess a deep knowledge and ‘on the
ground’ awareness of/practical insight into
theCompany and its operations.
Reflecting its belief that the evaluation
process is a critical tool within the Group’s
corporate governance arrangements, and
in accordance with Code Principle L and
Provision 21, the Company has conducted
formal Board performance reviews on an
annual basis since Admission.
The annual reviews consider, amongst other
matters, the effectiveness of the Board and the
Board Committees. While further information
on the 2025 performance review can be found
within the ‘Board performance review’ section
of the Nomination Committee Report, in the
present context it is notable that the Board is
considered to function in a collaborative and
effective manner and each Director is regarded
as making an effective contribution.
More generally, Board relations and, in turn,
effectiveness are cultivated on an informal
basis via the discussions and interactions
which take place amongst Board members
outwith the formal confines of the boardroom.
This continues to be encouraged through, for
example, the operational site visits which are
arranged for NEDs throughout each financial
year and the various Board dinners which
havenow become embedded within the
annual Board planning cycle i.e. full Board,
NED-only, Chair and CEO and Board and
Senior Management dinners.
Additionally, an in-person, ‘closed-door’
session has been introduced between the
CEOand the NEDs prior to each monthly
Board meeting. Such engagement plays
a vitalrole in fostering and strengthening
effective and cohesive Board relations.
Board training and induction
A range of measures are in place to address
the continuing professional development
needs of the Board, on a collective and
individual basis, and ensure Directors possess
the necessary knowledge and insight –
market, operational, regulatory and otherwise
– to monitor and oversee delivery of the
Group’s strategic aims and objectives and,
in turn, secure sustainable value creation for
Shareholders.
For example, during 2025 each scheduled
monthly Board meeting included a deep dive
into either THG Beauty, THG Nutrition or a key
Group function or business area. Embedding
these sessions within the annual Board
meeting cycle ensures that NEDs remain
fully informed of key Group and individual
business matters, including operational and
financial performance, market challenges and
landscape and priority focus areas such as
Sustainability, People, Culture and Succession
and Cyber Security.
Training and update sessions are also
arrangedat the request of Board members.
Forinstance, following the Marketing deep
dive in September 2025 it was agreed
that – given the scope of the topic and the
interest and queries generated – a follow-up
Marketing/AI workshop would be arranged
forNEDs the following month.
The Company’s corporate brokers and legal
advisers attended various Board meetings
throughout the year to provide advice and
support on key areas of strategic focus and,
where appropriate, deliver relevant teach-in
sessions. In such cases, associated briefing
materials were included within Board packs
for Directors’ ongoing reference.
The brokers and legal advisers also presented
at the Board’s annual Strategy Session in
June2025, which was additionally attended
by THG’s media advisers.
THG PLC Annual Report and Accounts 2025
77
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Governance
Corporate Governance Report continued
Board training and
induction continued
From an induction perspective, a structured
onboarding programme remains in place for
all new Board members and this is tailored,
as appropriate, to the needs of the incoming
Director – as was the case for Milyae Park
upon her appointment in January 2025.
Theprogramme is designed to familiarise new
Directors with the Group and the individual
businesses while reinforcing the duties and
responsibilities incumbent upon them as THG
Directors and Board Committee members.
The programme includes the provision of
briefing memoranda on core regulatory and
legislative matters, such as the UK Market
Abuse Regulation, inside information and
insider dealing, alongside interactive training
and update sessions with relevant external
advisers e.g. legal and remuneration.
One-to-one sessions are typically arranged
with Executive Directors and members of
Senior Management to provide a general
introduction to principal areas of the
business and its operations, with further
tailored sessions offered to address specific
interests and/or where more detailed insight
is requested. Key Company policies are also
shared and appropriate site visits arranged to
enhance organisational understanding.
The Company continues to arrange
membership of the Non-Executive Directors’
Association for all Board members, including
Executive Directors, and through this
membership Directors have access to a
comprehensive suite of technical knowledge
updates and a monthly programme of
seminars and briefings (including networking
events). The Company is fully supportive of,
and indeed encourages, Directors’ attendance
at any events which may be of interest to them
and/or which address particular training needs.
Workforce engagement
The Board seeks to promote an entrepreneurial
and values-led culture which is informed by
THG’s core values of ambition, collaboration,
innovation, decisiveness and leadership
(details on which can be found in the ‘Our
business model’ section of the Strategic
Report). These values have been formulated to,
collectively, support the successful delivery of
the Company’s strategic aims and objectives
and provide a framework within which THG
can nurture a diverse, inclusive and supportive
workplace culture where all employees have
an equal voice.
THG remains committed to placing its People
at the heart of the organisation and recognises
the value of regular and transparent workforce
engagement to ensure the most salient
workforce issues and concerns are properly
understood, discussed and addressed.
Itis considered that a truly engaged and
empowered workforce will contribute to an
enhanced workplace culture which, in turn,
will strengthen operational resilience and
long-term growth.
Following the demerger of THG Ingenuity
at the start of the year, the Board was
keen to ensure that, as required under the
Code, engagement mechanisms remained
effective for the reshaped Group. Workforce
engagement was therefore high on the Board
agenda throughout 2025 and represented a
combined priority focus area for the People
team and the Sustainability Committee (falling
as it does within the scope of the Group’s
Sustainability Strategy).
Engagement measures were subject to
continued review during the year and
developed and enhanced as considered
appropriate. Key initiatives included:
•
launching new and refreshed Employee
Networks to promote belonging, community
and psychological safety within the
workplace (further details on which can be
found in the ‘Equity, diversity and inclusion’
section of the Nomination Committee
Report);
•
reviewing the Employee Value Proposition
to ensure it remained fit for purpose and
positioned the Group competitively within
the market;
•
introducing global pulse surveys via the
Group’s re-launched intranet and a physical
suggestion box at Head Office; and
•
implementing ‘stay’ interviews with top
talent to understand drivers of engagement
and retention.
Directors were kept fully informed of all
material workforce matters through a variety of
means, including the incorporation of a People
section within the main deck of Board packs
and the attendance of the Chief People Officer,
who has ultimate oversight of the Group’s
workforce engagement initiatives, at monthly
Board meetings.
Additionally, as Board Committee updates are
an established agenda item at monthly Board
meetings, the NED Sustainability Committee
Chair had the opportunity to update the wider
Board on those People (including engagement)
matters which fell within the remit of the
Sustainability Committee.
Such alternative engagement mechanisms
have been adopted by the Company since
Admission, as permitted under the Code, and
have been monitored by the Board on an
ongoing basis to ensure they remain effective
(as confirmed in previous Annual Reports and
Accounts).
Following the demerger of THG Ingenuity and
the implementation of cost-rationalisation
programmes to right-size the Group’s cost
base, the decision was taken to formally
appoint Helen Jones as the designated
workforce NED, with effect from 9July2025.
This appointment supplemented and
strengthened existing engagement
mechanisms and ensured that workforce
views within the reshaped Group continued
to be appropriately reflected within Board
discussions and decision-making.
As designated workforce NED, Helen Jones
assumed chairship of the employee ‘listening
groups’ which were launched during 2025
and held at various locations and sites across
the business. The wider Board received direct
updates from Helen Jones following each
of these sessions and, pleasingly, feedback
has confirmed that the groups are delivering
positive results and providing a safe forum for
open and transparent discussion on a range
of topics.
In November 2025 the inaugural quarterly
collective meeting of the refreshed Employee
Networks took place, at which key themes,
insights and learnings were exchanged
and discussed by the Networks’ Senior
Sponsors and Executive Advocates. Helen
Jones attended this meeting, underlining
the high value which the Board places upon
fostering effective and meaningful workforce
engagement strategies and its commitment to
the People agenda more generally.
The Board considers that the engagement
arrangements outlined above provide a
framework which encourages regular,
transparent and comprehensive dialogue
amongst the workforce, Senior Management
and the Board. These arrangements are
subject to ongoing review to ensure that,
inaccordance with Code Provision 5, they
remain effective as the Company continues
itsplc evolution.
Based on insights and data generated by the
various engagement channels, the decision
was taken to refrain from running a more
fulsome annual engagement survey during
2025 and, instead, focus on shaping a
purposeful People plan for 2026.
This plan, informed by a detailed review of
all engagement output, aims to embed a
high-performance culture within the business,
strengthen leadership pipelines and align
THG’s talent strategy with future business
priorities – ensuring that the Group has the
right people, in the right roles, with the right
capabilities, to drive and deliver success
and long-term, sustainable growth for
Shareholders.
THG PLC Annual Report and Accounts 2025
78
Members and attendance
Committee
member Position Attendance
Dean Moore Chair
1
4/4
Gillian Kent Member
2
4/4
Sue Farr Member
3
3/4
Helen Jones Member
4
4/4
Milyae Park Member
5
2/2
1. Dean Moore was appointed as a member
upon his appointment to the Board on
15 September 2022 and subsequently
assumed the position of interim Audit
Committee Chair on 24 January 2023.
Hewas appointed Audit Committee Chair
on a permanent basis on 21 July 2023.
2. Gillian Kent was appointed as a member
upon her appointment to the Board on
15September 2022.
3. Sue Farr was appointed as a member on
21July 2023.
4. Helen Jones was appointed as a member
on 21 July 2023.
5. Milyae Park was appointed as a member
on9 July 2025.
Audit Committee Report
“ With the Code Provision 29 updates coming into effect
on 1 January 2026, the Audit Committee maintained a
strong focus during the year on supporting the continued
enhancement of THG’s control environment, ensuring
that robust governance structures, assurance activity
andoversight remain firmly embedded.”
Dean Moore
Chair of the Audit Committee
I am pleased to introduce the 2025 Audit Committee Report and to confirm that the Committee
has continued to operate effectively throughout the year, delivering against its Terms of
Reference.
The Group’s internal control frameworks – including financial, operational and compliance – and
risk management systems were subject to rigorous oversight and review by the Committee to
ensure their continued effectiveness and integrity.
In conjunction with the Risk Committee, the Audit Committee gave robust consideration to the
ongoing evolution of the Group’s control and risk management environment in advance of the
Code Provision 29 updates taking effect at the start of 2026.
Further, following a general review of Board Committee membership, the Committee’s
composition was bolstered with the appointment of Milyae Park as a member inJuly 2025.
Role and activities
The Terms of Reference of the Audit Committee confirm that its purpose is to support the Board
in fulfilling its oversight responsibilities by reviewing and monitoring:
•
the independence and effectiveness of internal and external audit functions;
•
the integrity of the Group’s financial and narrative statements; and
•
the Group’s internal financial controls, internal controls and, as appropriate and in conjunction
with the Risk Committee, risk management framework.
Throughout 2025, the Audit Committee Chair – and other Committee members where
appropriate – maintained an ongoing dialogue with key individuals involved in the Group’s
governance, including the Independent Chair, the CEO and the Director of Internal Audit and Risk.
In addition to attending all Audit Committee meetings, the External Auditor continued to meet
with Committee members in the absence of Senior Management and held private meetings with
the Audit Committee Chair to discuss the scope of the audit plan, the remit of the external audit,
and to challenge, as they considered appropriate, the findings of the audit process. This included
(but was not limited to) any material issues identified, areas of significant judgement and the
overall effectiveness of the audit process.
Terms of Reference:
Further information on the requirements relating to the composition and meetingsof the
Audit Committee, together with its duties and responsibilities, can be found within its
Terms of Reference which are available on the Company’s website at: https://fcdn.thg-
corporate.com/thg/Audit_Committee_Terms_of_Reference_211313fa56.pdf.
The Terms of Reference were considered by the Board in December 2024 and updated
to reflect the provisions of the new Code and the associated FRC Guidance. The updated
Terms of Reference took effect on 1 January2025.
THG PLC Annual Report and Accounts 2025
79
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Role and activities continued
The key areas of review which the Audit Committee considered during the 2025 financial year are summarised as follows:
Financial reporting
•
Reviewed the Annual Report and the final half-year statement, including key accounting judgements, materiality and the External Auditor’s
report on the interim statements
•
Reviewed key judgements and estimates in preparation for year-end reporting
•
Reviewed year-end matters, including the draft Annual Report (and assessed the processes to ensure it is fair, balanced and
understandable), significant accounting judgements, the draft and final full-year results announcement, the Going Concern Statement
andthe viability model
•
Considered the impact of climate risks on the financial statements
•
Reviewed other reports and papers from Senior Management around key accounting judgements and transactions and updates relating
to readiness for application of Code Provision 29
External audit
•
Reviewed EY’s plan for the audit of this Annual Report and the progress of the audit to date
•
Reviewed EY’s report on the scope of the audit relating to this Annual Report, including key audit risks
•
Disclosed relevant audit information to the External Auditor and the required evidence in support of it
•
Reviewed the final report from EY following completion of the audit of this Annual Report
Internal control and assurance
•
Reviewed reports from Internal Audit on assurance and audit work
•
Reviewed other updates from Internal Audit including the Recommendations Tracker and Whistleblowing Updates
•
Re-approved the Internal Audit annual plan on a quarterly basis
•
Reviewed the outputs of the fraud risk assessment
Significant financial reporting areas
A key role of the Audit Committee is to assess whether the judgements and estimates made by Senior Management are reasonable and
appropriate. To assist in this assessment, the Finance team provide accounting papers to the Audit Committee which detail the financial aspects
surrounding key accounting judgements and areas of focus for THG, including all significant issues outlined in the table which follows.
As part of the year-end reporting process, the Audit Committee considered this Annual Report, Senior Management’s papers on key accounting
estimates and judgements, the going concern and viability review, updates provided by the External Auditor and accounting and reporting matters
(including representation letters from Senior Management in respect thereof).
The Audit Committee assessed whether suitable accounting policies had been adopted and the reasonableness of the judgements and estimates
that had been made by Senior Management.
Key accounting matters which received particular focus from the Audit Committee during 2025, and relating to the financial statements for the
period, are as follows:
Area of focus Audit Committee considerations and actions Impact on financial information and disclosures
Gain on demerger
of THG Ingenuity
While the majority of the accounting for the demerger of THG
Ingenuity was disclosed and recorded within the 2024 Annual Report,
the demerger completed on 2 January 2025.
The Audit Committee reviewed the gain on demerger recognised
within discontinued operations including movements in 2025,
primarily being in respect of the finalisation of completion accounts.
The Audit Committee has reviewed the financial statement
disclosures.
The Discontinued operations note 12.2 is
included within the consolidated financial
statements.
Impairment of
goodwill and
intangible assets
for THG Beauty CGU
The Audit Committee reviewed Management’s impairment paper in
detail and challenged key judgements, including terminal growth rate,
forecast cash flows and discount rate, and concluded these to be
appropriate for THG Beauty.
The Audit Committee has reviewed the financial statement
disclosures.
The Intangible assets note 11 is included
within the consolidated financial statements.
Audit Committee Report continued
THG PLC Annual Report and Accounts 2025
80
Area of focus Audit Committee considerations and actions Impact on financial information and disclosures
Presentation and
disclosure of
adjusted items
and APMs
To allow the Audit Committee to assess the policy, presentation and
disclosure applied, Management presented a detailed category-by-
category analysis of adjusted items to the Committee in the year.
The Audit Committee also considered the presentation of APMs
throughout this Annual Report and whether this enables a clear and
fair understanding of performance.
This included the separate presentation and APMs of discontinued
categories consistent with Management actions announced as part
ofthe strategic review.
The conclusion was that the adjusted items policy was appropriate
and being applied consistently. The Audit Committee concluded that
the use of APMs was satisfactory.
The Adjusted items note 4 is included within
the consolidated financial statements.
Related Party
Transactions
The Group leases a number of properties from a related party and,
following the demerger, THG Ingenuity has been classified as a related
party for FY 2025. A Related Party Committee is in place to review and
approve any Related Party Transactions in the year.
The Audit Committee has reviewed the related party disclosure within
the financial statements to ensure this gives a true and fair view. This
has included a review of whether there are any additional related
parties outside of those already identified due to Board appointments
and shareholdings in the year.
The Audit Committee also approved the disclosure for inclusion within
the financial statements.
More details on related parties are included
within the Related Party Committee Report.
Related party details are included within
note 27 within the consolidated financial
statements.
Code Provision 29 Alongside the Risk Committee, the Audit Committee has reviewed the
approach and progress Management has taken to the adoption of
Code Provision 29 from 1 January 2026. More information is included
within the Risk section of this Annual Report.
No impact in FY 2025.
Corporate Reporting
Review by the FRC
The FRC completed a limited scope Corporate Reporting Review
of our 2024 Annual Report, closing its enquiries in March 2026.
Shareholders approved the demerger of THG Ingenuity on
27December 2024, and the dividend in specie was recognised on
that date. The Directors carried out an appropriate assessment of
distributable reserves in line with the Companies Act at the time.
Following the FRC review, it was identified that an administrative
step of filing interim accounts as at 27 December 2024 had not
been undertaken. Having taken legal advice, the Company has now
filed those interim accounts at Companies House, and we expect
a Shareholder resolution will be proposed at the forthcoming AGM.
TheAudit Committee is overseeing completion of these steps.
No impact on the financial statements.
In addition to these areas, the Audit Committee also discussed revenue recognition with the External Auditor and is satisfied that revenue has been
recognised appropriately.
The preceding table is not a complete list of all the Group’s accounting issues, judgements, estimates and policies, but, in the opinion of the Audit
Committee, details the most significant items which were considered during the 2025 financial year.
Fair, balanced and understandable assessment
At the request of the Board and pursuant to its Terms of Reference, the Audit Committee has considered whether, in its opinion and when taken as
a whole, the Annual Report is fair, balanced and understandable and provides the information necessary for Shareholders to assess THG’s position
and performance, business model and strategy.
THG has established internal controls in relation to the process for preparing the Annual Report, including the following:
•
Senior Management regularly monitors and considers developments in accounting regulations and financial reporting and, where appropriate,
reflects developments in the financial statements.
•
The Annual Report is drafted by Senior Management, with overall coordination undertaken by a member of the Finance team and additional
support provided by external advisers to ensure consistency across the relevant sections and inclusion of the necessary information for
Shareholders to assess the Company’s position and performance, business model and strategy.
•
Comprehensive reviews of drafts of the Annual Report are undertaken by Executive Directors and Senior Management as part of an internal
verification process which is carried out to ensure accuracy and assess whether the Annual Report is fair, balanced and understandable.
•
The final draft of the Annual Report is reviewed by the Audit Committee prior to consideration by the Board.
THG PLC Annual Report and Accounts 2025
81
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Audit Committee Report continued
Fair, balanced and understandable
assessment continued
Following its review, the Audit Committee
advised the Board that the Annual Report was,
when taken as a whole, considered to be fair,
balancedand understandable and provided
the information necessary for Shareholders
to assess THG’s position and performance,
business modeland strategy.
The Audit Committee was also satisfied that
suitable accounting policies had been adopted,
and appropriate disclosures made, within the
financial statements.
The Viability and Going Concern Statements
are contained on pages 68 and 69 of the
Strategic Report.
Risk management and
internalcontrols
While the Board retains ultimate responsibility
for the Group’s risk management systems
and internal control frameworks, responsibility
for their ongoing monitoring and review has
been delegated to the Audit Committee, in
conjunction with the Risk Committee. The
Audit Committee also assists the Board with
its annual review of the effectiveness of these
systems and frameworks and in determining
their adequacy.
The Audit Committee continues to work in
support of the Board’s risk management
strategy. Further information on the Group’s
risk management framework can be found
on pages 60 to 67 of the Strategic Report,
together with details of the processes and
controls which were in place throughout 2025
to manage and mitigate risk and provide the
Board with assurance that sound systems of
risk management and internal controls operate
across the Group.
Internal Audit
The Audit Committee is responsible for
reviewing and approving the role and mandate
of the Internal Audit function, while monitoring
and assessing the effectiveness of its work
(including in the overall context of the Group’s
risk management systems).
To ensure the reporting line of the
Internal Audit function is independent of
Managementand suitably positioned to
exercise independent judgement, it has
accessto the Audit Committee, as and when
required, and the Director of Internal Audit
andRisk has a direct reporting line into the
Audit Committee Chair.
When considered necessary or desirable to
do so, the Audit Committee meets with the
Director of Internal Audit and Risk, in the
absence of Senior Management, to discuss the
effectiveness of the function and to consider
the actions taken by Senior Management to
implement its recommendations and support
its workings.
Internal audit plans include a range of financial
and non-financial engagements, delivered in
an assurance or advisory capacity. The internal
audit plan is risk based and due consideration
is given to each of the following areas during
the planning process: principal risks; central
functions; global site audits; and operations
and commerce.
Audit engagements were undertaken in each
of these areas during the 2025 financial year.
The annual internal audit plan is subject to
detailed review by the Audit Committee to
ensure alignment with key business needs;
regular progress updates are provided to the
Audit Committee which oversees and approves
the scope of the plan on a quarterly basis.
Following due and careful consideration of
all relevant factors, the Audit Committee is
satisfied that: (i) the Internal Audit function
isequipped to properly and effectively
discharge its duties and responsibilities in
accordance with the relevant professional
standards for internal auditors; and (ii) the
internal audit plan itself provides appropriate
assurances in respect of the financial and
non-financial controls in place to manage
and mitigate the principal and emerging
risks facing the business (further details on
which can be found on pages 60 to 67 of the
StrategicReport).
Independence, performance
andeffectiveness of the
ExternalAuditor
The External Auditor confirmed its
independence and objectivity from THG
during the 2025 financial year. Both the Audit
Committee and the Board are satisfied that
the External Auditor has adequate policies and
safeguards in place to ensure its objectivity
and maintain its independence.
When assessing the independence of
the External Auditor, the Audit Committee
considered, amongst other matters, the value
of fees received by the External Auditor for
non-audit services, the relationship with the
External Auditor as a whole and the annual
disclosure from the External Auditor in respect
of threats to its independence and the
safeguards applied to mitigate such threats.
In overseeing the External Auditor relationship,
the Audit Committee is responsible for making
formal recommendations to the Board on the
External Auditor’s appointment, reappointment
and removal and, in this regard, seeks views
from Senior Management on the quality and
effectiveness of the external audit process.
The effectiveness of the Lead Partner and the
External Auditor’s team, and their approach
to audits, including planning and execution,
communication, support and value, were
assessed and discussed, and consideration
was given to whether the External Auditor had
achieved the agreed audit plan or otherwise
explained the reasons for any departures from
it, including any changes in perceived audit
risks and the work undertaken by the External
Auditor to address those risks.
The content of the External Auditor’s Board
report was also reviewed and monitored,
together with other communications with
the Audit Committee, in order to assess
whether there was a good understanding
of THG’s business and establish whether
recommendations had been acted upon and,
ifnot, the reasons for this.
As part of the External Auditor assessment,
the Audit Committee considered whether the
External Auditor had exercised professional
scepticism and an appropriate degree of
challenge to Senior Management, particularly
on key accounting and audit judgements.
Additional feedback was sought from various
participants in the process, including the
CEO, the CFO and the Independent Chair,
butprimarily from the Audit Committee itself.
Overall, the effectiveness of the external
audit process was assessed as performing as
expected. The Audit Committee concluded that
it was satisfied with the work undertaken by
the External Auditor, including adequate levels
of challenge, during 2025.
There are independent reporting lines from the
External Auditor to the Audit Committee and
the External Auditor is afforded the opportunity
for sessions with the Committee throughout
every financial year.
The Audit Committee is also responsible for
considering and approving: the terms of
engagement with, and remuneration of, the
External Auditor, in respect of both audit and
non-audit services; and, as appropriate, the
removal of the External Auditor.
A resolution proposing the reappointment
of EY was approved by Shareholders at the
2025 AGM. When considering whether to
recommend the reappointment of the External
Auditor, the Audit Committee considers a
range of factors, including the effectiveness
of the external audit, the period since the last
audit tender was conducted and the ongoing
independence and objectivity of the External
Auditor.
The External Auditor has been appointed since
the 2011 reporting period (to the date of this
Annual Report), and the Lead Partner, Karl
Havers, has been in post since the start of the
audit for the 2021 financial year. This being so,
financial year ending 31 December 2025 is the
final year that Karl Havers can be appointed
and the Company is in discussions with EY to
ensure a smooth transition to an appropriate
successor.
While the Audit Committee is aware that
the initial engagement period for a statutory
auditor should not exceed ten years, the
Company tenure is counted from 1 January
2021 i.e. the first accounting period audited
following Admission. The Audit Committee
considers that it would be appropriate to
conduct an external audit tender by no later
than 2030.
THG PLC Annual Report and Accounts 2025
82
The Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014
(the “Order”) applies to companies from the
date on which they enter the FTSE 100 or
FTSE 250 Index.
The Company became a constituent of
the FTSE 250 Index on 21 March 2025.
Accordingly, this Report includes, for the first
time, the Company’s statement of compliance
with the provisions of the Order for the
financial year.
The Audit Committee confirms that, for the
financial year ended 31 December 2025, the
Company has complied with all applicable
provisions of the Order, including those
relating to the mandatory use of competitive
tender processes for the external audit and
the responsibilities of the Audit Committee
in overseeing the External Auditor and
safeguarding auditor independence.
Fees payable to the
ExternalAuditor
The Audit Committee has reviewed and
approved a policy regarding non-audit work
and fees, in relation to which please see note
5 to the Group’s financial statements.
In order to ensure that the provision of
non-audit services does not impair the
External Auditor’s independence or objectivity,
this policy requires that the Audit Committee
pre-authorises any non-audit work proposed
to be undertaken by the External Auditor or,
ifrequired urgently between Audit Committee
meetings, the Audit Committee Chair is
empowered to provide such authorisation.
There are certain services which cannot be
provided by the External Auditor, or members
of its network, due to the possibility that
they may compromise its independence; it
is therefore not permissible for the External
Auditor to provide such services. Non-audit
services prohibited under independence
requirements will not be authorised.
The only non-audit services performed during
the 2025 financial year related to the interim
review procedures. The total fees were £0.1m,
being a 1:17 ratio to the audit fees. As it is
widely accepted that such procedures will
be completed by a group’s auditor, the Audit
Committee concluded that the objectivity and
independence of the External Auditor would be
safeguarded.
Focus for 2026
During the current financial year, the
AuditCommittee will continue to:
•
oversee both the internal controls
and governance framework within
THG to ensure its continued evolution,
effectiveness and integrity;
•
review Senior Management’s regular
updates of the control framework following
Code Provision 29 taking effect from
1January 2026;
•
oversee the use of technology to enhance
the operation of controls and harness
potential opportunities to digitalise and
automate controls as the framework
matures further; and
•
ensure the provision of relevant training,
development and support to all Directors
and the Executive Leadership Team,
particularly with respect to applicable
newlegislation, regulation and guidance.
On behalf of the Audit Committee
Dean Moore
Chair of the Audit Committee
25 March 2026
THG PLC Annual Report and Accounts 2025
83
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Terms of Reference:
Further information on the requirements
relating to the composition and
meetingsof the Nomination
Committee, together with its duties and
responsibilities, can be found within its
Terms of Reference which are available
on the Company’s website at:
https://fcdn.thg-corporate.com/thg/
Nomination_Committee_Terms_of_
Reference_2f3554b86b.pdf.
The Terms of Reference were considered
by the Board in December 2024 and
updated to reflect the provisions of
the new Code and the associated
FRC Guidance. The updated Terms of
Reference took effect on 1 January2025.
I am pleased to present the Nomination
Committee Report for the 2025 financial year
and update you on the Committee’s principal
areas of focus during the period.
As we indicated in last year’s Report, the
ongoing monitoring of Board composition
was expected to remain a key priority
throughout 2025, particularly in light of the
demerger of THG Ingenuity at the start of the
year. While mindful that future membership
enhancements should continue to reflect
the Group’s broader EDI vision and the FCA’s
diversity targets, the Committee has sought to
ensure that, supported by a robust and diverse
succession pipeline, the necessary executive
and non-executive leadership expertise is
in place to guide THG’s strategic direction
oftravel.
Pleasingly, significant progress was made
in this regard and, following John Gallemore
resigning from the Board and as COO with
effect from completion of the demerger
on 2January 2025, we were delighted to
announce the appointment of independent NED
Milyae Park with effect from 28 January 2025.
This appointment was in alignment with my
stated mandate to enhance Board composition
by improving independence and diversity and
followed a rigorous recruitment process which
commenced in 2024 (as considered further in
the ‘Board composition’ section which follows).
As I stated in last year’s Nomination
Committee Report, Milyae is regarded as a
key addition to our leadership team, bringing
extensive customer, commercial, digital
and sustainability expertise to her position
and a wealth of strategic and international
capabilities gained from leadership and
advisory roles in numerous countries.
Upon making this appointment the Company
achieved full compliance with the FCA’s board
diversity targets, further information on which
can be found in the ‘Equity, diversity and
inclusion’ section which follows.
Role and activities
The Nomination Committee has an important
role within the Group’s governance
infrastructure and, to ensure it is well placed
to execute its principal functions, its Terms
of Reference incorporate salient elements
of the Code, including with respect to Board
appointments and orderly succession planning.
Throughout 2025 the Nomination Committee
considered and discharged, as appropriate,
its mandated duties and responsibilities. As
discussed in further detail in this Report, this
included the ongoing review of the structure,
size and composition (including the skills,
knowledge, experience and diversity) of the
Board and monitoring the Group’s leadership
needs to ensure that the requisite skills and
expertise existed to oversee the successful
execution of THG’s strategic aims and
objectives.
To allow it to do so effectively, and in
accordance with its Terms of Reference,
the Committee (and the wider Board) was
kept fully informed of all key strategic and
commercial issues affecting the Group and
the markets within which it operates. This was
achieved through a variety of means such as
the inclusion of strategic and market updates
within Board packs, the regular deep-dive
sessions which took place at scheduled
monthly Board meetings and in-person
and online broker and adviser ‘teach-ins’ at
appropriate times in the annual reporting cycle.
Board composition
As detailed in the 2024 Annual Report, the
search to identify suitable candidates to
enhance the composition and diversity of
the Board remained an ongoing focus of the
Nomination Committee during 2024 and
into 2025, having regard to, amongst other
matters, the FCA’s diversity targets. The
Company engaged Audeliss, an international
search firm which specialises in diversity and
championing change from leadership level,
to support the Nomination Committee in this
exercise. Audeliss has no connection with the
Company or individual Directors.
“ The Nomination Committee continues to closely monitor
Board composition to ensure that the necessary skills,
expertise and diversity exist within the Company’s
leadership to support THG’s strategic direction of travel
and, in turn, oversee the successful delivery of long-term,
sustainable value for stakeholders.”
Charles Allen
Lord Allen of Kensington, CBE
Chair of the Nomination Committee
Nomination Committee Report
Members and attendance
Committee
member Position Attendance
Charles Allen Chair
1
3/3
Gillian Kent Member
2
3/3
Sue Farr Member
3
3/3
1. Charles Allen was appointed as Nomination
Committee Chair on 10 June 2022.
2. Gillian Kent was appointed as a member
upon her appointment to the Board on
15September 2022.
3. Sue Farr was appointed as a member on
21July 2023.
THG PLC Annual Report and Accounts 2025
84
The parameters of the search reflected previous recruitment briefs which acknowledged the importance of promoting diverse and inclusive
Board membership but which also sought to identify suitably skilled and experienced candidates who could be considered the ‘right THG fit’.
In considering potential Board appointments, and as previously disclosed, the Company seeks to identify individuals who can thrive within a
fast-paced, entrepreneurial culture; who possess the necessary skill sets to oversee the successful delivery of the Group’s strategy and also
the broader knowledge and competencies expected of experienced plc directors; and who, more generally, can effectively support and steer
theCompany’s ongoing plc evolution.
As required under the updated Code Principle J, Board appointments and succession plans are based on merit and considered against objective
criteria, with due regard to the promotion of diversity, inclusion and equal opportunity. Following a robust recruitment process – further information
on which can be found in the 2024 Annual Report – and extensive deliberations around, for example, desired experience and skill sets and cultural
alignment, the Nomination Committee agreed that Milyae Park be recommended to the Board for appointment as an independent NED. The Board
thereafter approved Milyae Park’s appointment with effect from 28 January 2025.
As required under its Terms of Reference, the Nomination Committee discussed overall Board composition and the performance of individual
Directors in advance of the 2025 AGM. Following due consideration, the Committee recommended that all Directors be put forward for annual
election or re-election (as appropriate) by Shareholders. This recommendation was subsequently approved by the Board.
Accordingly, current Board composition, together with a summary of the principal responsibilities of Board members and the Company Secretary,
isas follows:
•
Provides leadership to the Board
•
Facilitates constructive Board relations and the effective
contribution of all NEDs
•
Chairs Board meetings and promotes a culture of openness
anddebate
•
Ensures effective and ongoing communication with Shareholders
and other stakeholders
•
Sets the agenda for Board meetings, in conjunction with the
Company Secretary, and ensures Directors receive accurate and
timely information
Independent Chair
Charles Allen
•
Provides leadership to the Executive Leadership Team
andSenior Management
•
Oversees the day-to-day management of Company and
Groupbusiness
•
Determines the strategic direction and business objectives
ofthe Group
•
Oversees the effective implementation of Group strategy,
withthe support of Senior Management
•
Engages with key Shareholders and stakeholders
Chief Executive Officer
Matthew Moulding
•
Responsible for the Group’s financial matters and applicable
legislative and regulatory compliance
•
Works with the CEO to develop strategic objectives
•
Monitors the Group’s financial performance
•
Ensures the Group remains appropriately funded and the
capital structure effectively managed
Chief Financial Officer
Damian Sanders
SID NEDs Company Secretary
•
Provide active and constructive
challenge and contribute to the
development of strategy
•
Monitor Executive Director performance
against agreed objectives and ensure
robust risk management
•
Ensure the Board and Board
Committees fulfil their responsibilities
and are ably equipped to do so
•
Ensure the Board is balanced and
appropriate succession planning is
undertaken, allowing it to provide
clear and effective leadership across
the organisation
•
Acts as secretary to the Board and
relevant Board Committees and
provides the requisite support
•
Advises the Board on legislative,
regulatory and governance matters
•
Ensures the Board has the
appropriate policies, procedures
and resources in place to function
effectively and align with best practice
•
Assists with communication between
the Board and Shareholders and
is responsible for annual general
meeting organisation
Sue Farr Edward Koopman, Gillian Kent, Dean
Moore, Helen Jones and Milyae Park
James Pochin
•
Acts as a sounding board for the
Chair and supports, as required, in
the discharge of their duties and
responsibilities
•
Acts as an intermediary for the
Directors as and when necessary
•
Available to Shareholders with
concerns which have not been
resolved through the normal
communication channels
•
At least annually, meets with the
NEDs, in the absence of the Chair,
toappraise the Chair’s performance
THG PLC Annual Report and Accounts 2025
85
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Role and activities continued
Board composition continued
The following matrix sets out the key competencies of individual Board members:
Nomination Committee Report continued
The Nomination Committee will continue to
monitor the Company’s leadership during
2026 to ensure that it is properly constituted
to support and drive delivery of the Group’s
strategy.
Acknowledging the benefits which diverse
membership may bring to Board discussions
and effectiveness, the promotion of diversity
will remain an important consideration in all
Board appointments together with the need to
ensure that the necessary talent exists within
the Group to effectively manage and exploit
the challenges and opportunities which may
arise over the short, medium and long term.
Board Committee composition
The Nomination Committee’s Terms of
Reference provide that, in consultation with
the relevant Board Committee Chair, it is
responsible for making recommendations
to the Board in respect of Board Committee
membership. Accordingly, Board Committee
composition also remained subject to ongoing
oversight by the Nomination Committee
during2025.
Following the appropriate deliberations, the
Committee recommended the appointment
of independent NED Milyae Park to the Audit,
Risk and Sustainability Committees. Noting
their experience serving on the equivalent
committees of external companies and strong
track record in promoting sustainability,
diversity, equity and inclusion, the Nomination
Committee considered that Milyae Park’s
knowledge, skills and expertise would
complement the current membership of
theseBoard Committees.
The Board accepted these recommendations
and Milyae Park was appointed as a member
of the Audit Committee and Risk Committee
with effect from 9 July 2025 and as a member
of the Sustainability Committee with effect
from 23 May 2025.
Thereafter, the Nomination Committee
considered it appropriate that, given
SueFarr’sresponsibilities as SID and Related
Party Committee Chair, Milyae Park assume
the position of Sustainability Committee Chair,
replacing Sue Farr who would remain as a
member of the Committee. The Board accepted
these recommendations and the changes to
Sustainability Committee membership took
effect from 26January2026.
The Nomination Committee will continue to
keep Board Committee composition under
review during 2026, having regard to, amongst
other matters, the skill sets and experience
of individual NEDs and the time commitment
expected of them.
Current Board Committee membership
can befound within the respective Board
Committee Reports.
Board performance review
The Company has conducted formal Board
(including Board Committee) performance
reviews on an annual basis since its Admission.
While the requirement to do so is strictly
applicable only to FTSE 350 companies, the
annual review has always been considered a
key governance tool by which to monitor and,
as appropriate, enhance Board effectiveness
and to ensure that the leadership team is
appropriately constituted to drive delivery of
the Group’s strategy and, in turn, create value
for Shareholders.
Performance reviews have been conducted
via an online digital platform provided by
BoardClic, an independent third-party
board evaluation consultant. The BoardClic
governance platform is a data-driven,
time-efficient tool which makes use of
comprehensive benchmarking resources and
allows an organisation to track compliance,
effectiveness and year-on-year alignment.
As this evidence-based framework provides
a means by which to ensure evaluation
outcomes and objectives are appropriately
addressed and/or monitored, the decision was
taken to continue to utilise this platform for
the 2025 Board (including Board Committee)
review which took place in December 2025
(the “2025 review”).
Positively, the headline outcome for the 2025
review has improved year on year and the
principal themes emerging from the results
align closely with those already prominent on
the Board’s agenda. While these have been
discussed by the Chair and the Company
Secretary and recently presented to the full
Board, the results remain subject to further
interrogation and consideration.
Following the demerger of THG Ingenuity at
the start of 2025 – and as disclosed in the
2024 Annual Report – the need to clearly
articulate the strategy and re-educate the
market on the ‘reshaped’ Group’s investment
proposition was identified as a priority focus
area. While considerable progress was made
in this regard during 2025 – evidenced, for
example, by the Company’s entry into the
FTSE 250 – efforts will continue throughout
2026 to further strengthen investor and
market engagement and understanding and
thereby support Shareholder value creation.
Name
UK listed
plc
Technology/
ecommerce
Marketing/
branding
Retail
industries M&A
Global
operations Governance
Finance &
accounting
Risk
management
Strategy &
development
Charles Allen
Matthew Moulding
Damian Sanders
Edward Koopman
Gillian Kent
Dean Moore
Sue Farr
Helen Jones
Milyae Park
THG PLC Annual Report and Accounts 2025
86
The ongoing development and enhancement
of workplace culture and the employee
journey were identified as key outputs ofthe
2024 review process and were therefore the
subject of detailed consideration during 2025.
While the 2025 review recognises the material
progress achieved in these areas – as outlined
within the ‘Our culture’ section of the Strategic
Report and the ‘Workforce engagement’
section of the Corporate Governance Report
– it also acknowledges thatthe initiatives
launched to date will requiretime to fully
embed and gain consistent traction across the
Group. As such, these matters will remain core
priorities for the Board and the People team
during 2026.
Related to this, succession planning was
identified within the 2025 review as a
further area requiring continued focus.
The Nomination Committee remains fully
cognisant of its responsibilities in this regard
and considers succession planning on an
ongoing basis throughout each financial year,
supported – as appropriate – by the Chief
PeopleOfficer.
The Committee remains mindful of the need to
maintain robust arrangements for both Board
and Senior Management positions, ensuring
the Group is suitably positioned to respond
to potential leadership requirements. While
a strong culture of meritocracy exists within
THG, with colleagues encouraged to ‘step up’,
the Company will continue to make strategic
external hires where necessary to ensure
the optimal balance of skills, experience
andknowledge.
Broader workforce development and
succession-related matters were considered
as part of the People, Culture and Succession
deep dive which took place at the April
2025 Board meeting. The Company’s job
architecture programme – currently being
implemented on a phased basis – was
highlighted as a key component of the
broaderemployee strategy in addressing
these matters.
The programme is expected to provide
enhanced organisational and operational
clarity; support managers in fostering a
performance-led culture that identifies and
promotes top talent; and deliver wider benefits
from a development and succession planning
perspective. These benefits include improved
confidence in career pathways for employees;
enhanced data-driven decision-making in
relation to strategic workforce planning;
clearer identification of critical skills gaps; and
strengthened organisational resilience through
an improved ability to attract, retain and
develop high-quality talent.
Finally, the timing and content of monthly
Board packs emerged as a follow-on theme
from the 2024 review and, pleasingly, the
significant improvements implemented during
the reporting period are reflected in the 2025
review results.
Nonetheless, it is recognised that Board
materials must continue to evolve to achieve
an appropriate balance between information
on key strategic priorities and financial or other
operational data. Further enhancements are
also required to the distribution process to
ensure that Directors have adequate time to
prepare for Board meetings.
Equity, diversity and inclusion
As previously detailed, the promotion of
diversity is an important consideration in all
Board appointments and the Nomination
Committee recognises the value which a
diverse Board may bring.
Diversity of membership is believed to promote
more fulsome and enriched boardroom
discussions – due to broader perspectives and
insights; this, in turn, may promote enhanced
decision-making and improved corporate
governance and, ultimately, serve tooptimise
the effectiveness of the Board.
More generally, the Nomination Committee
is fully aligned with, and commends, the
Company’s commitment to provide a diverse,
inclusive and representative workplace
throughout the employment life cycle
and ensure that colleagues feel valued
and included, irrespective of background,
personal characteristics, experience, skills
ormotivations.
This commitment is captured within the
Company’s EDI Policy, which was launched
during 2025 and which details the behaviours
expected of all colleagues in support of this
commitment.
Indeed, EDI remained a key focus area for
the People team during the year and various
Group-wide EDI initiatives were launched and
implemented throughout the organisation.
One such initiative was the #CountMeIn survey
which sought to establish an accurate view
of the makeup and diversity demographics of
the workforce following the demerger of THG
Ingenuity. The output from this exercise has
allowed data-driven and informed decisions to
be made which promote equity and inclusion
and which support the introduction of targeted
initiatives for underrepresented colleagues.
The Group’s Employee Networks are
considered instrumental in driving positive
change and engagement from an EDI
perspective; created and championed by
employees, they aim to promote connection
and collaboration throughout THG. Their output
actively contributes to THG’s evolving culture
and is used to inform People strategies and
ensure that diverse voices are part of the
conversation at every level of the business.
In response to employee feedback, the
existing Employee Networks were reviewed
during the year and a mix of new Networks
and refreshed versions of the existing
Networks were launched in H2 2025 (as
discussed further within the ‘Section 172
Statement: Stakeholder Engagement’ section
of the Strategic Report). All Networks now
have dedicated Senior Sponsors who, in
conjunction with their Executive Advocates
– as appointed to support the Networks and
their Senior Sponsors - are responsible for
driving strategic change and championing the
EDI agenda across the Group.
The Executive Advocates – including the Chief
People Officer who has ultimate oversight of
general workforce diversity – are members
of Senior Management and, as such, attend
the scheduled monthly Board meetings. This
framework ensures that the Nomination
Committee (and the Board collectively)
remains fully informed of all material EDI
– and broader People – matters, enabling
it to effectively discharge its associated
responsibilities.
As previously detailed, the parameters of the
recruitment search for suitable independent
NEDs took into account the importance
of promoting diverse and inclusive Board
membership, with specific reference to the
Board diversity disclosures required under
UKLR 6.6.6R(9)(a) that at least 40% of the
individuals on the Board are women and at
least one Board member is from a minority
ethnic background.
Following the appointment of Milyae Park on
28 January 2025, the Company achieved full
compliance with these diversity targets i.e.
from 28January 2025, at least 40% of the
individuals on the Board have been women,
awoman has held one of the senior positions
on the Board andat least one Board member
has been from a minority ethnic background.
This remains the position as at the date of this
Nomination Committee Report.
THG PLC Annual Report and Accounts 2025
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Governance
Equity, diversity and inclusion continued
Board and executive management data as at 31 December 2025, presented in accordance with UKLR 6.6.6R(10), is as follows:
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 5 55.6 3 5 71.4
Women 4 44.4 1 2 28.6
Non-binary — — — — —
Not specified/prefer not to say — — — — —
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White (including
minority-white groups) 8 88.9 100 5 71.4
Mixed/Multiple Ethnic Groups 1 11.1 — 1 14.3
Asian/Asian British — — — 1 14.3
Black/African/Caribbean/Black British — — — — —
Other ethnic group — — — — —
Not specified/prefer not to say — — — — —
The source data used in the foregoing tables is provided on a self-reporting basis through completion of an electronic survey which asks participants
to confirm their name, the most accurate description of their gender identity and their ethnicity. The ‘Sustainability: Empowering people and
communities’ section of the Strategic Report contains the diversity disclosures required pursuant to section 414C of the Companies Act.
AGM
The Nomination Committee is scheduled to convene ahead of the forthcoming AGM, to review overall Board composition and, pursuant to its Terms
of Reference, the continuation (or otherwise) of individual Directors, with reference to their performance and ability to contribute to the Board in
lightof the knowledge, skills and experience required.
Following due and careful consideration of all relevant factors, including (but not limited to) the time committed to discharge the responsibilities
incumbent upon them as Directors, the Committee will make its recommendations as to whether Directors should be put forward for re-election
byShareholders.
On behalf of the Nomination Committee
Charles Allen,
Lord Allen of Kensington, CBE
Chair of the Nomination Committee
25 March 2026
Nomination Committee Report continued
THG PLC Annual Report and Accounts 2025
88
Related Party Committee Report
“ Protecting Shareholder value remains the primary
objective of the Related Party Committee. Reflecting
this, the Committee increased its focus on its oversight
responsibilities during 2025, particularly in light of THG
Ingenuity being classified as a related party following
thedemerger at the start of the year.”
Sue Farr
Chair of the Related Party Committee
Welcome to the Related Party Committee’s Report for the 2025 financial year. The Committee was
established to oversee and, where appropriate, approve Related Party Transactions, ensuring that
any actual or potential conflicts of interest arising from such arrangements are subject to robust
challenge and evaluation.
The Committee recognises its key role within THG’s governance framework and throughout 2025
remained committed to the principles of good corporate governance, and the spirit of the Code
more generally, in its consideration of Related Party Transactions.
Our primary objective continues to be the preservation of Shareholder value and we remain
confident that the governance arrangements in place provide for the rigorous oversight of all
Related Party Transactions. The Committee met five times during the year, reflecting its strong
commitment in this regard.
Prior to Admission, THG divested the Propco Group to a company which is wholly owned and
controlled by Matthew Moulding, the CEO and a major Shareholder. As the Propco Group owns
property assets which are occupied and utilised by the Group, the divestment was overseen, and
approved, by the independent NEDs in office at that time to ensure the Propco Transaction took
place on an arm’s length basis and conflicts of interest arising from the Propco Transaction were
appropriately managed and resolved. The lease arrangements which operated between the Propco
Group and THG prior to the Propco Transaction were unchanged by the divestment.
Following completion of the demerger of THG Ingenuity, and in accordance with the updated
Terms of Reference which took effect on 1 January 2025, the arrangements between THG and
THG Ingenuity were subject to review and, as considered appropriate, approval by the Committee
during2025.
Role and activities
The principal function of the Related Party Committee is to oversee and, where appropriate, approve
the terms of any Related Party Transaction, ensuring that such arrangements are fair, reasonable
and in the best interests of the Group (including from the perspective of the Company and its
Shareholders). In making this assessment, the Committee must ensure that any Related Party
Transaction is conducted on standard commercial terms and on an arm’s length basis.
As a general rule, a Related Party Transaction may not be authorised or implemented by the Board
unless it has been positively recommended by the Related Party Committee. However, the Terms
of Reference include a carve-out which provides that, if a transaction is deemed to be in the best
interests of the Company, the Board may resolve that, for certain categories of Related Party
Transactions, the Committee’s views are recommendatory, rather than binding, in nature. No such
action has been taken by the Board historically or during the reporting period under review.
Terms of Reference:
Further information on the requirements relating to the composition and meetingsof the Related Party Committee,
together with its duties and responsibilities, can be found within its Terms of Reference which are available on
the Company’s website at: https://fcdn.thg-corporate.com/thg/Related_Party_Committee_Terms_of_
Reference_8573d4fbfc.pdf.
The Terms of Reference were considered by the Board in December 2024 and, in advance of the Company’s
transfer to the ESCC category of the Official List, updated to adopt the definition of ‘Related Party Transaction’
contained within Chapter 8 of the UKLRs. Theupdated Terms of Reference took effect on1 January 2025.
Members and attendance
Committee
member Position Attendance
Sue Farr Chair
1
5/5
Dean Moore Member
2
5/5
Gillian Kent Member
3
5/5
Helen Jones Member
4
5/5
1. Sue Farr was appointed as a member upon
her appointment to the Board on 24 April
2023 and, in her capacity as SID, assumed
the position of Chair on 7 September 2023.
2. Dean Moore was appointed as a member
upon his appointment to the Board on
15September 2022 and, in his capacity as
interim SID, assumed the position of Chair
on an interim basis on 24 January 2023.
He stepped down from this position, but
remained a member, when Sue Farr was
appointed Chair on 7 September 2023.
3. Gillian Kent was appointed as a member
on24 January 2023.
4. Helen Jones was appointed as a member
on 21 July 2023.
THG PLC Annual Report and Accounts 2025
89
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Role and activities continued
In addition to its ongoing oversight and
approval, where appropriate, of Related Party
Transactions, the Related Party Committee
considered a number of other matters
during the 2025 financial year, including
thefollowing:
Propco Group
Capital expenditure incurred by THG on
properties leased from the Propco Group is
reviewed on a regular basis, with specific
reference to the rationale for the spend
incurred and the nature of the works
completed, to ensure it is appropriate for a
commercial tenant. The Committee concluded
that the nature of the works and level of spend
were appropriate for a commercial tenant.
The Committee regularly reviews the
provisions recognised by the Group in respect
of its dilapidations liabilities for properties
leased from the Propco Group. During the
year, three properties leased from the Propco
Group reached the end of their lease terms;
accordingly, the leases were exited by the
Group. Following review of a dilapidations
assessment conducted by a third-party
property expert, the Committee approved the
final dilapidations position for each of these
three properties. The Committee concluded
that the remaining provision was appropriate.
Rent reviews, as set out in the arm’s length
lease agreements, were also reviewed and
approved by the Committee ahead of adoption.
THG Ingenuity
Following the demerger, THG Ingenuity has
been designated as a related party. During
the year, the Committee was provided with a
comprehensive overview of the arrangements
in place and reviewed the charges for services
compared to forecast, alongside the controls,
to ensure both parties were complying with
their respective contractual obligations. As
expected, the completion accounts were
finalised following the transaction and the
Committee reviewed and approved the final
settlement.
Other items
The Committee approved the details of the
Group’s charitable donation to The Moulding
Foundation. The charitable donation is paid by
the Group in lieu of Matthew Moulding waiving
as much of his annual salary as is legally
permissible.
The related party disclosures within the
consolidated financial statements of this
Annual Report were reviewed and approved
bythe Related Party Committee.
On behalf of the Related Party Committee
Sue Farr
Chair of the Related Party Committee
25 March 2026
Related Party Committee Report continued
THG PLC Annual Report and Accounts 2025
90
Risk Committee Report
Terms of Reference:
Further information on the requirements relating to the composition and meetingsof
the Risk Committee, together with its duties and responsibilities, can be found within its
Terms of Reference which are available on the Company’s website at: https://fcdn.thg-
corporate.com/thg/Risk_Committee_Terms_of_Reference_f9ad98c203.pdf.
The Terms of Reference were considered by the Board in December 2024 and updated
to reflect the provisions of the new Code and the associated FRC Guidance. The updated
Terms of Reference took effect on 1 January2025.
“ The Risk Committee’s oversight of the Group’s evolving
risk and internal control framework remained crucial
throughout 2025. Key focus areas included navigating
the ongoing post-demerger landscape and advancing
our preparationsto ensure the Group’s readiness forthe
updated Code Provision 29 requirements taking effect at
the start of 2026.”
Gillian Kent
Chair of the Risk Committee
As Chair of the Risk Committee, I welcome you to the Risk Committee Report for 2025. During
the year the Risk Committee continued to deliver against its Terms of Reference and ensure the
continued effectiveness of the Group’s risk management and internal control frameworks.
As noted in last year’s Report, the Committee plays a critical oversight role, particularly in light of
the challenges posed by the current macroeconomic and geopolitical environment, the ongoing
evolution of the risk management framework following the demerger of THG Ingenuity and the
updates to Code Provision 29 which took effect at the start of 2026.
Membership of the Committee was reviewed during the year and it was considered appropriate
to enhance the Committee’s skills and experience through the appointment of Milyae Park as a
member in July 2025.
Role and activities
The duties and responsibilities of the Risk Committee are set out within its Terms of Reference,
which confirm that its purpose is to:
•
review and monitor: the principal risks, and identify emerging risks, facing the Group; the
likelihood and impact of such risks materialising; and the way in which such risks are
managed and mitigated (including the definition and execution of a risk management strategy
and associated policies);
•
assist the Board in its oversight of risk and advise on the Group’s overall risk appetite,
tolerance and strategy and the principal and emerging risks which the Group may be willing
to accept to achieve its long-term strategic objectives; and
•
monitor and maintain the robustness of the Group’s risk management framework, policies and
procedures and evaluate their adequacy against the Board’s risk strategy and appetite.
In fulfilling its role, the Committee liaises, as appropriate, with other Board Committees,
particularly in relation to the responsibilities it shares with the Audit Committee concerning risk
management and internal controls. The Director of Internal Audit and Risk has open and direct
access to the Risk Committee on an ongoing basis, an arrangement regarded as essential
to ensuring the independence of the Director of Internal Audit and Risk reporting line from
Management.
Members and attendance
Committee
member Position Attendance
Gillian Kent Chair
1
4/4
Dean Moore Member
2
4/4
Sue Farr Member
3
4/4
Helen Jones Member
4
4/4
Milyae Park Member
5
2/2
1. Gillian Kent was appointed Risk Committee
Chair upon her appointment to the Board
on 15 September 2022.
2. Dean Moore was appointed as a member
on 6 December 2022.
3. Sue Farr was appointed as a member
on21July 2023.
4. Helen Jones was appointed as a member
on 21 July 2023.
5. Milyae Park was appointed as a member
on9 July 2025.
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Role and activities continued
In addition to the Risk Committee meetings
detailed in the table overleaf, one-to-one
meetings were held between the Director
of Internal Audit and Risk and the Risk
Committee Chair to discuss the continued
development and embedding of the Group’s
risk management systems and internal control
frameworks.
Furthermore, the Risk Committee Chair,
together with other Committee members (to
the extent considered appropriate), maintained
ongoing dialogue with key individuals involved
in the oversight of Group governance, including
the Independent Chair. This ensured the
necessary intra-function transparency and
alignment throughout 2025 and in the period
up to the date of this Risk Committee Report.
A summary of the key activities undertaken by
the Risk Committee during 2025 is as follows:
•
oversight of the management, reporting
and evolution of principal and operational
risks within the Group and application of
risk appetite, together with the outcome of
principal risk deep dives;
•
monitoring the identification and
quantification of emerging risks within
theGroup;
•
remaining apprised of progress in relation
to Code Provision 29 workstreams and the
associated disclosure requirements at the
relevant time;
•
understanding relevant priorities, as
applicable to the Group’s risk landscape
and risk management framework;
•
reviewing the results and remedial
actions arising from the annual Fraud Risk
Assessment, together with any summary
reports of escalated incidents and
instances of fraud; and
•
consideration of the role of THG Insurance
in supporting risk mitigation activities.
Risk management and
internal controls
In accordance with the 2024 Code, ultimate
responsibility for the Group’s systems
of internal control and risk management
framework rests with the Board. However,
pursuant to the provisions of the Code
and as reflected in its Terms of Reference,
responsibility for the ongoing monitoring
and review of the Group’s risk management
systems and internal control frameworks –
including financial, operational and compliance
controls – has been delegated to the Risk
Committee, in conjunction with the Audit
Committee.
Further information on the Group’s risk
management systems can be found on pages
60 to 67 of the Strategic Report, along with
details of the processes and controls which
were in place throughout 2025 to manage
and mitigate risk and provide the Board with
the assurance that sound systems of risk
management and internal controls operate
across the Group.
The Viability Statement is contained on pages
68 and 69 of the Strategic Report.
Focus for 2026
During the current financial year it is
anticipated that key areas of focus for the Risk
Committee will continue to be as follows:
•
oversight of the risk management
framework, risk appetite and emerging
risk processes within THG to ensure their
continued evolution, effectiveness and
integrity and the ongoing development of
the Risk function as the Group continues
togrow and mature; and
•
remaining updated on the Company’s
response to changes to Code Provision 29.
On behalf of the Risk Committee
Gillian Kent
Chair of the Risk Committee
25 March 2026
Risk Committee Report continued
THG PLC Annual Report and Accounts 2025
92
Sustainability Committee Report
“ Throughout 2025, THG sharpened its sustainability focus,
ensuring efforts were directed towards achieving real,
measurable progress across key sustainability priorities.
The Sustainability Committee remains steadfast in its
commitment to drive meaningful improvements year on
year, challenging the Group to further embed and enhance
sustainable practices.”
Milyae Park
Chair of the Sustainability Committee
As the recently appointed Sustainability Committee Chair, I am delighted to present our Report
for the financial year ended 31December 2025. At the outset, I would like to express my sincere
thanks to Sue Farr for her able leadership of the Committee prior to my appointment; I am
pleased that Sue remains a valued member of the Committee.
2025 marked a year of significant change for THG, with the demerger of THG Ingenuity
prompting a refocus of our sustainability priorities. We pivoted to concentrate on the areas most
important to the remaining Group and this approach was validated through the completion of
the Double Materiality Assessment (“DMA”), further details of which can be found within the
Sustainability Report on page 43.
Progress was made across key areas of THG’s Sustainability Strategy, including the recalculation
and rebaselining of the Group’s GHG data following the demerger and the launch of THG’s EDI
Policy and associated colleague engagement campaigns to enhance people data collation.
Role and activities
The Sustainability Committee’s primary responsibility is to ensure that robust strategies,
policies and operational controls are in place and effectively maintained across THG, supporting
the Group in operating its business in a responsible and sustainable manner. This includes
monitoring performance against THG’s Sustainability Strategy and applicable ESG targets.
In addition to reporting any material sustainability-related risks – identified and managed through
the Group’s risk management process – to the Risk Committee, the Sustainability Committee’s
duties include reviewing and monitoring:
•
Senior Management’s assessment of the health, safety, security, environmental and social
impacts arising from the Group’s operations, with particular regard to employees, suppliers,
contractors and host communities;
•
the Group’s systems for compliance with applicable sustainability-related legal and regulatory
requirements and its performance against such requirements; and
•
the Group’s systems, strategies, policies and targets in relation to, amongst other matters,
emissions, energy and carbon management, climate change, waste and recycling, ensuring
that they reflect best practice and global developments.
In discharging such duties the Sustainability Committee may seek independent professional
advice on any matter it deems necessary and may access other resources required to function
effectively, including support and assistance from Group Secretariat.
Terms of Reference:
Further information on the requirements relating to the composition and meetingsof
the Sustainability Committee, together with its duties and responsibilities, can be
found within its Terms of Reference which are available on the Company’s website
at: https://fcdn.thg-corporate.com/thg/Sustainability_Committee_Terms_of_
Reference_7b041f3a83.pdf.
The Terms of Reference were considered by the Board in December 2024 and updated to
reflect the provisions of the FRC Guidance. Theupdated Terms of Reference took effect
on1 January 2025.
Members and attendance
Committee
member Position Attendance
Milyae Park Chair
1
3/3
Sue Farr Member
2
5/5
Clare Clark Member
3
5/5
Steven Whitehead Member
4
1/5
Philip Pratt
Former
member
5
2/2
1. Milyae Park was appointed as a member on
23 May 2025 and subsequently assumed
the position of Sustainability Committee
Chair on 26 January 2026.
2. Sue Farr was appointed Sustainability
Committee Chair on 18 March 2024
but stepped down from this position on
26January 2026, remaining as a member.
3. Clare Clark serves as a member in her
capacity as the Group’s Director of
Sustainability.
4. Steven Whitehead serves as a member in
his capacity as Group Commercial Director.
While Steven was unable to attend certain
meetings during 2025, he reviewed the
relevant papers and provided comments
to the Sustainability Committee Chair in
advance of these meetings.
5. Philip Pratt served as a member in the
capacity of external sustainability adviser,
stepping down from the Committee on
23May 2025.
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Governance
Role and activities continued
A summary of the key activities undertaken by
the Sustainability Committee during 2025 is
as follows:
•
review of the methodology of the DMA,
theresults of the DMA and the subsequent
plans for future strategy development;
•
review of the GHG rebaseline, including
results, analysis and reporting methodology;
•
annual review and update of the
Group’s Modern Slavery Statement and
Environmental Sustainability Policy;
•
annual review and update of the Group’s
Supply Chain Standards, including the
extension of the Whistleblowing provisions
to encompass both colleagues and
suppliers;
•
review of the Group’s progress against its
Sustainability Strategy, goals and targets;
•
oversight of suppliers’ compliance with
the Supply Chain Standards, including
completion ofSedex audits;
•
oversight of the Group’s EDI Policy launch
and colleague engagement campaigns
aimed at improving the collation of
colleague data; and
•
review of the Health, Safety and
Environment (“HSE”) Strategy and future
plans to enhance governance and reporting
of HSE metrics across the Group.
Focus for 2026
During the current financial year it is
anticipated that key areas of focus for the
Sustainability Committee will be as follows:
•
review and approval of the Climate
Transition Plan to support alignment with
regulatory requirements and drive THG’s
future Net Zero Strategy;
•
review and approval of an updated Group
Sustainability Strategy which reflects the
recent changes to the business and aligns
with the Climate Transition Plan;
•
ongoing oversight of the HSE Strategy,
including delivery and progress;
•
continuing to monitor progress in respect
of colleague engagement, volunteering and
collation of diversity data to inform future
Sustainability targets and goals; and
•
annual review and update of key
Sustainability policies, including Supply
Chain Standards and the Environmental
Sustainability Policy.
On behalf of the Sustainability Committee
Milyae Park
Chair of the Sustainability Committee
25 March 2026
Sustainability Committee Report continued
THG PLC Annual Report and Accounts 2025
94
Terms of Reference:
Further information on the requirements relating to the composition and meetings of
the Remuneration Committee, together with its duties and responsibilities, can be found
within its Terms of Reference which are available on the Company’s website at: http s ://
fcdn.thg-corporate.com/thg/Remuneration_Committee_Terms_of_Reference_
d347fe6535.pdf.
The Terms of Reference were considered by the Board in December 2024 and updated
to reflect the provisions of the new Code and the associated FRC Guidance. The updated
Terms of Reference took effect on 1 January 2025.
Members and attendance
Committee
member Position Attendance
Helen Jones Chair
1
4/4
Dean Moore Member
2
4/4
Gillian Kent Member
3
4/4
Sue Farr Member
4
4/4
1. Helen Jones was appointed as a member
on 21 July 2023 and subsequently
as Remuneration Committee Chair on
8December 2023.
2. Dean Moore was appointed as
Remuneration Committee Chair upon
joining the Board on 15 September 2022.
He stepped down from this position,
continuing as a member, following Helen
Jones’ appointment on 8 December 2023.
3. Gillian Kent was appointed as a member
on24 January 2023.
4. Sue Farr was appointed as a member on
21July 2023.
I am delighted to introduce the Directors’ Remuneration Report for the 2025 reporting period.
Following the demerger of THG Ingenuity, the Group’s business model continued to evolve during
the year and, pleasingly, we achieved total revenue growth of 2.3% on a continuing constant
currency basis and further strengthened our balance sheet, closing the year with over £330m
of cash and available facilities. It is within this context that we operated our Remuneration Policy
throughout 2025.
Our assessment of Executive Director and wider workforce remuneration was also informed
by the regular updates the Committee received throughout the year on evolving remuneration
trends and market practice, alongside updated guidelines from key investor and shareholder
representative bodies.
This Directors’ Remuneration Report has been prepared in accordance with The Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended)
(the “Regulations”), the UK Listing Rules and the Code. It is divided into the following sections:
•
this annual statement from me, as Remuneration Committee Chair;
•
the Remuneration Policy, as approved by Shareholders at the 2024 AGM; and
•
the Annual Report on Remuneration, which details payments made to Directors during 2025
and which is subject to an advisory Shareholder vote at the forthcoming AGM.
Role and responsibilities
As detailed within its Terms of Reference, a primary responsibility of the Remuneration
Committee is to determine the remuneration packages of Executive Directors and the
Independent Chair. More broadly, the Committee is responsible for ensuring that remuneration
practices and policies support the Group’s strategy and promote itslong-term, sustainable
success.
Other key duties of the Committee include:
•
approving the design of, and determining targets for, any performance-related pay schemes
operated by the Company and authorising payments under those schemes;
•
exercising discretion, where appropriate, to override formulaic remuneration outcomes;
•
reviewing the ongoing appropriateness and relevance of the Remuneration Policy (further
details on which follow) and the approach to its implementation – considering pay policies
and practices across the wider workforce and the meritocratic and values-led culture within
the organisation – while consulting with, and seeking approval from, Shareholders and other
stakeholders as appropriate; and
“ Following the demerger of THG Ingenuity at the start
of 2025, the Remuneration Committee has continued
to focus on ensuring that the Group’s remuneration
framework operates in a manner which is fair and
motivating for Executive Directors, while aligning with
THG’s broader strategy to maximise Shareholder value.”
Helen Jones
Chair of the Remuneration Committee
Directors’ Remuneration Report
THG PLC Annual Report and Accounts 2025
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Governance
Directors’ Remuneration Report cont inued
Role and responsibilities continued
•
reviewing, and having regard to, pay
and employment conditions across the
Company and/or Group as a whole,
particularly when determining annual salary
increases.
Remuneration Policy
The current Remuneration Policy, which
has a three-year term, was approved by
Shareholders at the 2024 AGM.
The Committee acknowledges that the
Remuneration Policy is due for Shareholder
approval at the 2027 annual general meeting.
In the intervening period, the Committee has
commenced its review of the effectiveness of
the current Remuneration Policy and intends
to proactively engage with Shareholders at the
appropriate time as it develops its proposals
for a refreshed Remuneration Policy.
2025 remuneration
No salary increases were awarded to the
Executive Directors during the 2025 financial
year and, as was the case in financial years
2021 to 2024, Matthew Moulding waived
as much as was legally permissible of his
base salary in return for the Group making
acharitable donation of similar value.
The Remuneration Committee operated the
Remuneration Policy as intended during 2025.
It should be noted that the Executive Directors
opted to waive their entitlement to participate
in the 2025 annual bonus plan.
No LTIP grants were made during 2025 while
a broader review of the operation of incentives
across the business is conducted. While this
review is ongoing, it is expected that we will
make a delayed 2025 LTIP award to Damian
Sanders following the upcoming AGM, at
which time a 2026 LTIP award is also expected
to be made in line with the usual schedule.
Both awards will be made in line with the
approved Remuneration Policy and will be
subject to stretching financial and strategic
performance targets which will be disclosed
atthe time of grant and measured over a
three-year period, with a further two-year
post-vesting holding period applying in line
with the relevant Code requirement and
market best practice.
No other discretion was exercised by the
Remuneration Committee during the 2025
financial year in respect of the above
remuneration outcomes, and no Director was
involved in deciding their own remuneration
outcome.
Remuneration for 2026
The Remuneration Committee intends to
implement the Remuneration Policy for
Matthew Moulding and Damian Sanders
during 2026 as follows:
Base salary
While the Remuneration Committee initially
proposed a salary increase for the Executive
Directors in line with the wider workforce, the
Executive Directors informed the Committee
that they would forego any proposed salary
increase for 2026 (as has been the case each
year since 2021).
Annual bonus
In line with the Remuneration Policy, annual
bonus awards will be granted with a maximum
opportunity of 100% of base salary for each of
the Executive Directors.
The measures and weightings for the 2026
bonus awards for Matthew Moulding and
Damian Sanders will be:
•
Free Cash Flow (50%);
•
Adjusted EBITDA (25%); and
•
Group Sales (25%).
LTI P
As outlined above, we expect to make LTIP
grants to the CFO in respect of the 2025 and
2026 financial years following the upcoming
AGM. As stated in the Remuneration Policy,
Matthew Moulding is not eligible to participate
in the LTIP.
Consideration of
stakeholderviews
Prior to its annual review of Executive
Directors’ remuneration, the Remuneration
Committee considers pay, benefits and share
scheme practices across the Group.
While no direct workforce engagement took
place on Executive Director remuneration
specifically during the reporting period, the
implementation of an LTIP for Executive
Directors is aligned with the wider business
approach, which includes broad equity-based
incentive plans.
The Group remains committed to promoting
and maintaining positive relations with
employees and, where relevant, their
representative bodies as part of its broader
workforce engagement strategy. Following
the demerger of THG Ingenuity, 2025 was
viewed as an opportunity to reset engagement
goals for the reshaped Group; engagement
measures, and the People proposition more
generally, were therefore developed and
enhanced as considered appropriate.
Priority focus areas included: progressing the
job architecture programme to provide greater
organisational clarity, build trust across the
workforce and ensure a consistent approach
to reward; and reviewing the Employee
Value Proposition, encompassing a wide
range of benefits from reward to health and
wellbeing, to ensure it remained appropriate
and positioned the Group competitively within
themarket.
Further information on workforce engagement
measures and progress made during the
year can be found within the ‘Workforce
engagement’ section of the Corporate
Governance Report.
AGM
I very much look forward to meeting with
Shareholders at the forthcoming AGM to
discuss any queries or comments on this
Directors’ Remuneration Report, the current
Remuneration Policy or on Group remuneration
matters more generally.
If Shareholders have any concerns or
questions that they would like to discuss
prior to the AGM, I can be contacted via the
Company Secretary.
On behalf of the Remuneration Committee
Helen Jones
Chair of the Remuneration Committee
25 March 2026
THG PLC Annual Report and Accounts 2025
96
Remuneration Policy
Remuneration Policy table
As previously detailed, the current Remuneration Policy was approved by Shareholders at the 2024 AGM, with 94.97% of votes cast in favour.
Thefollowing table provides a summary of each element of the Remuneration Policy to assist with the understanding of this Directors’
Remuneration Report. Full details of the Remuneration Policy can be found on pages 147 to 156 of the 2023 Annual Report.
Component
and objective Operation Opportunity Performance measures
Base salary
To enable the Group
to attract, motivate
and retain the people
it needs to maximise
the value of the
business
Generally reviewed each year, with increases
effective 1 January.
Salary levels take account of:
•
salaries at FTSE companies of broadly similar size
or sector to THG;
•
salary increases across the rest of the UK
business;
•
role, personal performance and experience; and
•
business performance and the external
environment.
There is no fixed maximum.
Salaries in respect of the year under
review (and for the following year)
are disclosed in the Annual Report
onRemuneration.
Salary increases for Executive
Directors will normally not exceed
those of the wider workforce over
the period this Remuneration Policy
applies. Where increases are awarded
in excess of the wider employee
population, the Remuneration
Committee will provide the rationale
in the relevant year’s Annual Report
on Remuneration (e.g. if there is a
material change in the responsibility,
size or complexity of a role).
n/a
Pension
To provide a level of
retirement benefit
that is competitive in
the relevant market
Executive Directors receive pension contributions
either as a direct payment or a cash allowance.
Base salary is the only element of remuneration that
is pensionable.
Executive Directors receive a
Company contribution of a maximum
in line with the wider workforce for
the relevant country. This is currently
set at 3% of pensionable salary for
UK Executive Directors.
Pensionable salary is determined in
line with the approach taken for the
wider workforce which is currently in
line with auto-enrolment levels.
n/a
Benefits
To provide a level of
benefits that is in line
with relevant market
practice
Executive Directors receive benefits set at
an appropriate level taking into account total
remuneration, market practice, the benefits provided
to other employees in the Group and individual
circumstances. This may include, but is not limited
to, medical insurance benefits, permanent health
insurance and life assurance.
The Remuneration Committee reserves the right
to introduce other benefits (e.g. in the event this is
necessary to attract and/or retain key Executive
Directors).
Other benefits, including all employee share schemes,
may be introduced from time to time to ensure the
benefits package is appropriately competitive and
reflects the needs and circumstances of the Group
and individual Executive Directors.
Benefits may vary by role and the
level is determined each year to
be appropriate for the role and
circumstances of individual Executive
Directors.
While the Remuneration Committee
has not set an absolute maximum
on the level of benefits Executive
Directors may receive, the value of
benefits is set at a level which the
Remuneration Committee considers
to be appropriately positioned taking
into account relevant market levels
based on the nature and location of
the role, the level of benefits provided
for other employees in the Group and
individual circumstances.
The Remuneration Committee retains
the discretion to approve a higher
cost in exceptional circumstances
(e.g. relocation expenses or
an expatriation allowance on
recruitment) or in circumstances
where factors outside the Group’s
control have changed materially (e.g.
market increases in insurance costs).
n/a
THG PLC Annual Report and Accounts 2025
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Directors’ Remuneration Report cont inued
Component
and objective Operation Opportunity Performance measures
Annual bonus
To focus Executive
Directors on
achieving demanding
annual targets
relating to Group
performance
Performance targets are set at the start of each
financial year and aligned with the annual budget
agreed by the Board. At the end of the financial
year in question, the Remuneration Committee
determines the extent to which these targets have
been achieved.
50% of the total bonus payable is normally paid
in cash with 50% deferred in nil-cost options over
Ordinary Shares. These options are exercisable
after three years, subject to continued employment
and malus (in whole or in part) during the deferral
period in the event of a material misstatement in
accounting records, gross misconduct, calculation
error or corporate failure. Cash bonuses may be
subject to clawback over the deferral period in similar
circumstances as identified above.
A payment equivalent to the dividends that would
have accrued on deferred bonus awards that vest
may be made to participants on vesting.
Maximum opportunity: 200% of
base salary (with 50% deferred into
Ordinary Shares vesting after three
years).
Target opportunity: 50% of maximum
opportunity.
Threshold opportunity: at most,
25%of maximum opportunity.
Matthew Moulding will have a
reduced opportunity of 100% of
salary which will be payable fully
incash.
The bonus will be based on the
achievement of financial and
non-financial performance targets which
may vary year-to-year but at least 50%
of the total opportunity will be based on
financial performance.
Details of the measures and weighting
on which the bonus will be based will be
disclosed in the relevant Annual Report
on Remuneration. If the Remuneration
Committee determines certain targets to
be deemed commercially sensitive, the
targets will be disclosed retrospectively.
The Remuneration Committee has
discretion to adjust the formulaic bonus
outcomes (including down to zero) within
the limits of the scheme if the formulaic
outcome is not reflective of underlying
business performance.
LTI P
To incentivise
Executive Directors
while providing
alignment with
Shareholder interests
Awards are granted annually in the form of nil-cost
options or conditional awards of Ordinary Shares.
These will vest at the end of a three-year period
subject to continued employment and satisfaction of
the performance conditions.
A further two-year holding period will apply post
vesting.
The Remuneration Committee may award dividend
equivalents on awards to the extent that these vest.
Malus and clawback provisions will apply to enable
the Company to recover sums paid or withhold
the payment of any sum in the event of a material
misstatement resulting in an adjustment to the
audited consolidated accounts of THG or action
or conduct which, in the reasonable opinion of the
Board, amounts to employee misbehaviour, fraud or
gross misconduct.
Normally annual awards of up to
250% of base salary. In exceptional
circumstances, such as to secure an
external appointment or in specific
retention scenarios, an award of up
to 300% of base salary may be made.
Matthew Moulding will not be eligible
to participate in the LTIP.
The majority of the awards will be based
on financial metrics, with the balance
based on strategic metrics.
The Remuneration Committee retains
discretion, in exceptional circumstances,
to change performance measures and
targets and the weightings attached
to performance measures part way
through a performance period if there is
a significant and material event which
causes the Remuneration Committee to
believe the original measures, weightings
and targets are no longer appropriate.
The Remuneration Committee also has
discretion to adjust the formulaic vesting
outcome (including down to zero) within
the limits of the scheme if the formulaic
outcome is not reflective of underlying
business performance.
Shareholding
requirement
To align Executive
Director and
Shareholder interests
and reinforce
long-term decision-
making, including for
a period following
cessation of
employment
Matthew Moulding is required to retain at least 50%
of any incentive awards that vest (net of tax) until he
has built up a personal holding of Ordinary Shares
worth at least 350% of salary.
All other Executive Directors must build up and
subsequently retain a shareholding of at least 200%
of salary over a five-year period from the date of their
appointment to the Board.
A post-cessation shareholding requirement of 350%
of salary to be held for two years after an Executive
Director’s employment is terminated in the case of
Matthew Moulding, and 200% of salary for all other
Executive Directors (or full actual holding if lower).
n/a n/a
Chair and NED fees
To attract and
retain NEDs of the
highest calibre with
broad commercial
experience relevant
to theGroup
NEDs are paid a basic annual fee. Additional fees may
be paid to NEDs who chair a Board Committee and/
or who sit on a Board Committee to reflect additional
responsibilities.
The fees paid to NEDs are determined by the Board
and may be paid in a mix of cash andOrdinary Shares.
Fee levels are reviewed periodically, with any
adjustments effective 1 January. Fees are reviewed
by considering external advice on best practice
and fee levels at other FTSE companies of broadly
similar size and sector to THG. Time commitment
andresponsibility are also considered when
reviewing fees.
Fee increases will be applied
considering the outcome of the
review.
The fees paid to NEDs in respect of
the year under review (and for the
following year) are disclosed in the
Annual Report on Remuneration.
n/a
Remuneration Policy table continued
THG PLC Annual Report and Accounts 2025
98
Annual Report on Remuneration
This section covers the reporting period from 1 January 2025 to 31 December 2025 and provides details of the implementation of the
Remuneration Policy during this period, as well as the intended implementation during the current 2026 reporting period.
Single total figure of remuneration (audited)
The following table provides a single figure for total remuneration of the Directors for the financial year to 31 December 2025, together with
comparative figures for the financial year to 31 December 2024. The values of each element of remuneration are based on the actual value
delivered, where known. The value of the annual bonus includes both the cash element and the element deferred into Shares.
Salary
and fees
(£’000)
Benefits
(£’000)
Pension
(£’000)
Total
fixed pay
(£’000)
Annual
bonus
(£’000)
LTI P
(£’000)
Other
(£’000)
Total
variable pay
(£’000)
Total
(£’000)
Executive Directors
Matthew Moulding
1
2025 24 9 1 33 0 0 0 0 33
2024 23 9 1 32 0 0 0 0 32
John Gallemore
2
2025 4 0 0 4 0 0 0 0 4
2024 450 4 1 455 0 0 0 0 455
Damian Sanders 2025 500 6 0 506 0 0 0 0 506
2024 500 7 0 507 0 0 0 0 507
NEDs
Charles Allen 2025 441 0 0 441 0 0 0 0 441
2024 424 0 0 424 0 0 0 0 424
Edward Koopman 2025 38 0 0 38 0 0 0 0 38
2024 36 0 0 36 0 0 0 0 36
Gillian Kent 2025 108 0 0 108 0 0 0 0 108
2024 105 0 0 105 0 0 0 0 105
Dean Moore 2025 103 0 0 103 0 0 0 0 103
2024 100 0 0 100 0 0 0 0 100
Sue Farr 2025 138 0 0 138 0 0 0 0 138
2024 127 0 0 127 0 0 0 0 127
Helen Jones 2025 103 0 0 103 0 0 0 0 103
2024 100 0 0 100 0 0 0 0 100
Milyae Park
3
2025 78 0 0 78 0 0 0 0 78
2024 n/a n/a n/a n/a n/a n/a n/a n/a n/a
1. Since Admission and subject to minimum statutory limits, Matthew Moulding has elected to waive his salary. The salaries and bonuses detailed here are the
amounts received by Matthew Moulding in the periods. For the 2025 financial year, the salary waived by Matthew Moulding was £726,386. For the 2024 financial
year, the salary waived by Matthew Moulding was £726,972.
2. With effect from the completion of the demerger of THG Ingenuity on 2 January 2025, John Gallemore resigned from the Board and as COO. John Gallemore’s fixed
remuneration was therefore paid until 2 January 2025, after which date he ceased to be employed by the Company.
3. The figures for the 2025 financial year have been pro-rated to reflect the appointment of Milyae Park to the Board from 28 January 2025.
Base salary (audited)
The base salaries of the Executive Directors are typically reviewed on an annual basis, with any increases effective from 1 January. As detailed
within the Remuneration Policy summary, when determining any increases the Remuneration Committee compares the Group’s remuneration
packages for its Executive Directors with those of directors in FTSE companies of a similar size and/or sector to THG and also takes account
of salary increases across the rest of the UK business, an individual’s role and personal performance, business performance and the external
environment.
No salary increases were awarded to Executive Directors during the 2025 reporting period. As such, the base salaries for the Executive Directors
were as follows:
•
Matthew Moulding: £750,000;
•
Damian Sanders: £500,000; and
•
John Gallemore: £450,000.
As previously stated, Matthew Moulding waived as much as was legally permissible of his base salary during 2025 in return for the Group making
a charitable donation to The Moulding Foundation of a similar value. For the financial year ending 31 December 2025, the salary waived by
Matthew Moulding was £726,386.
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Directors’ Remuneration Report cont inued
Pension (audited)
As part of their remuneration arrangements, the Executive Directors are entitled to receive pension contributions from the Company. Under these
arrangements, they can elect for those contributions to be paid in the form of taxable pension allowance or direct payments into a personal
pension plan or the Group’s UK defined contribution scheme.
During 2025, £521 and £12 were paid into the personal pension plans of Matthew Moulding and John Gallemore respectively. These amounts
represent 3% of pensionable salary, in line with the UK wider workforce (with the amount for John Gallemore reflecting his service until
2January2025). Executive Directors participate in a Qualifying Earnings scheme where employer contributions are capped at a monthly
threshold,such that the effective contribution rate is less than 3% of salary in practice. Damian Sanders opted out of the Qualifying Earnings
scheme in April2023 (hence he did not receive any pension contributions from the Company during 2025). None of the Executive Directors
participate in a Group defined benefit pension scheme.
Benefits (audited)
In line with the current Remuneration Policy, benefits in kind for each of the Executive Directors comprised medical insurance benefits, permanent
health insurance and life assurance.
Bonus awards (audited)
The Executive Directors opted to waive their entitlement to participate in the annual bonus plan for the 2025 financial year (as in prior years).
Assuch, no discretion was exercised by the Remuneration Committee during 2025 in respect of the annual bonus plan.
Scheme interests awarded (audited)
No awards were made to Directors during the 2025 financial year.
Payments to past Directors (audited)
No payments were made to past Directors during the 2025 financial year.
Loss of office payments (audited)
John Gallemore stepped down from the Board on 2 January 2025 and received his fixed remuneration until this date. No loss of office payments
were made to John Gallemore, or any other Directors, during the 2025 financial year.
External appointments
Damian Sanders is a non-executive director of Victorian Plumbing Group plc. Neither Matthew Moulding nor John Gallemore held any external
non-executive roles during 2025.
Directors’ shareholdings (audited)
The tables below show the shareholdings of each Director as at 31 December 2025:
Ordinary
Shares
D1
Shares
D2
Shares
Deferred 1
Shares
Deferred 2
Shares E Shares F Shares G Shares
Executive Directors
Matthew Moulding
1
307,682,946 50,550,450
360
(equivalent
to 66,772
Ordinary Shares)
97,227,825 18,346,774 43,641,266 20,197,808 7,733,792
John Gallemore 682,947
2
3,533,879
3,174
(equivalent
to 588,702
Ordinary Shares)
0 813,345 185,476 2,666,963 4,000,537
Damian Sanders 358,487 0 0 129,000 0 0 0 0
NEDs
Charles Allen
3
2,548,311 0 0 393,689 0 0 0 0
Edward Koopman 0 0 0 0 0 0 0 0
Gillian Kent
3
53,600 0 0 0 0 0 0 0
Dean Moore
3
53,143 0 0 0 0 0 0 0
Sue Farr
3
171,743
4
0 0 0 0 0 0 0
Helen Jones
3
134,084 0 0 0 0 0 0 0
Milyae Park 0 0 0 0 0 0 0 0
1. 16,586,745 of the Ordinary Shares, 11,835,595 of the Deferred 1 Shares, 7,375,684 of the Deferred 2 Shares and all of the D1 Shares, D2 Shares and E Shares are
owned directly by Matthew Moulding. 103,538,569 of the Ordinary Shares, 81,296,802 of the Deferred 1 Shares, 10,971,090 of the Deferred 2 Shares and all of the
F Shares and G Shares owned by Matthew Moulding are held by FIC Shareco Limited, a Guernsey-registered corporate entity wholly owned by Matthew Moulding.
Additionally, 181,818,181 of the Ordinary Shares are held by FIC Shareco Limited, an English-registered corporate entity, and 5,739,451 of the Ordinary Shares and
4,095,428 of the Deferred 1 Shares are held by Jodie Moulding, Matthew Moulding’s spouse.
2. John Gallemore stepped down from the Board on 2 January 2025. 578,710 of these Ordinary Shares are held jointly with Joanne Gallemore,
John Gallemore’s spouse.
3. Charles Allen, Gillian Kent, Dean Moore, Sue Farr and Helen Jones hold Ordinary Shares. In consideration of these individual shareholdings and NED independence,
the Board has applied its assessment criteria including, but not limited to, whether a NED has held a material business relationship with the Company in the last
three years. Taking into account assessments of materiality and the 3% notification threshold under the DTRs’ major shareholdings notification regime, the Board
acknowledges that the shareholdings of these NEDs sit significantly below the notification threshold and therefore do not impair their independence.
4. 26,500 of these Ordinary Shares are held by Anthony Mair, Sue Farr’s spouse.
THG PLC Annual Report and Accounts 2025
100
Executive Director
Unvested and subject to
performance conditions
Unvested and not subject to
performance conditions Vested and unexercised
Total interests as at
31 December 2025
Matthew Moulding
1
0 0 0 0
John Gallemore
2
3,476,579 0 0 3,476,579
Damian Sanders
3
3,862,865 0 0 3,862,865
1. The entries for Matthew Moulding are zero as he is not eligible to participate in the LTIP, as set out in the Directors’ Remuneration Policy.
2. John Gallemore stepped down from the Board on 2 January 2025. The entries reflect his 2023 and 2024 LTIP awards, as set out in the Directors’ Remuneration
Report included within the 2024 Annual Report.
3. The entries for Damian Sanders reflect his 2023 and 2024 LTIP awards, as set out in the Directors’ Remuneration Report included within the 2024 Annual Report.
There have been no other changes to Directors’ holdings of Ordinary Shares between 31 December 2025 and the date of this Directors’
Remuneration Report, with the exception of the increase in Matthew Moulding’s equity interest announced on 24 February 2026 in the PDMR/PCA
Shareholding & TR-1 Notification (the “Notification”).
As detailed in the Notification, 24,395,170 Ordinary Shares were purchased by FIC Shareco Limited, a Guernsey-registered corporate entity
wholly owned by Matthew Moulding. As a result and as further detailed within the Notification, Matthew Moulding’s equity interest at the date of
this Directors’ Remuneration Report equates to approximately 25.4% of the Company’s issued share capital on a fully diluted basis, comprising
332,078,116 Ordinary Shares and 122,190,088 unlisted ordinary shares (which figure, for the avoidance of doubt, excludes his Deferred 1 Shares and
Deferred 2 Shares).
Directors’ share ownership guidelines (audited)
Matthew Moulding is required to hold Ordinary Shares equal to at least 350% of his base salary, while Damian Sanders is expected to build up a
holding in Ordinary Shares of at least 200% of salary over a five-year period from the date of his appointment to the Board. NEDs are not subject
to any shareholding requirements.
Executive Directors’ share ownership at 31 December 2025 was as follows:
Director
Shareholding requirement
(%age of salary)
1
Shareholding as at
31 December 2025
(%age of salary)
Shareholding
requirement met?
Matthew Moulding 350 31,926.9%
2
Yes
Damian Sanders 200 42.8% No
1. Shareholding requirement is as set out in the Remuneration Policy approved by Shareholders at the 2024 AGM, summarised on pages 97 and 98 of this Directors’
Remuneration Report.
2. Matthew Moulding’s aggregated shareholding includes all Shares (i.e. Ordinary Shares, D1 Shares, D2 Shares, E Shares, F Shares, G Shares, Deferred 1 Shares and
Deferred 2 Shares) held by Matthew Moulding, his spouse, Jodie Moulding, FIC Shareco Limited, a Guernsey-registered corporate entity wholly owned by Matthew
Moulding, and FIC Shareco Limited, an English-registered corporate entity.
Current shareholdings are based on Shares owned outright and valued using the average Ordinary Share price over the three months ended
31December 2025 i.e. £0.439.
Performance graph and table
The following graph shows the TSR (i.e. total shareholder return) performance over the period from Admission to 31 December 2025 relative to the
FTSE 250 Index. It illustrates the performance of a £100 investment in the Company in that period compared with the value of £100 invested in the
FTSE 250 Index over the same period.
The FTSE 250 Index continues to be considered an appropriate comparator for this purpose as it is a broad equity index of which theCompany is
aconstituent.
THG FTSE 250
200
150
100
0
50
Listing 31/12/2020 31/12/2021 31/12/2022 31/12/2023 31/12/202531/12/2024
TSR performance (%)
THG PLC Annual Report and Accounts 2025
101
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Directors’ Remuneration Report cont inued
Chief Executive Officer’s historical remuneration
The following table details the Chief Executive Officer’s remuneration for each of the last six financial years:
2020 2021 2022 2023 2024 2025
Single figure (£’000) 870,139 453 33 29 32 33
Bonus outcome as a percentage
of maximum 100 n/a
1
n/a
1
n/a
1
n/a
1
n/a
1
Long-term incentive outcome as a
percentage of maximum 100 n/a
2
n/a
2
n/a
2
n/a
2
n/a
2
1. Matthew Moulding waived his entitlement to participate in the annual bonus plan for each of the 2021 to 2025 financial years.
2. No LTIP was eligible to vest in respect of each of the 2021 to 2025 financial years and Matthew Moulding does not participate in any ongoing LTIP.
Percentage change in Directors’ remuneration
The Executive Directors are the only employees of the Company and therefore the UK workforce has been selected as the appropriate comparator
group to provide a meaningful comparison since this is the geographical location in which all of the Executive Directors, and the majority of NEDs,
are based.
Accordingly, the following table shows the percentage change in the Directors’ salaries, benefits (excluding pension) and annual bonuses between
financial years 2020 to 2021, 2021 to 2022, 2022 to 2023, 2023 to 2024 and 2024 to 2025, compared with the percentage change in the
average of each of these components of pay for all UK employees for each of these periods. The comparison uses a per capita figure.
2024 to 2025 2023 to 2024 2022 to 2023 2021 to 2022 2020 to 2021
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
Executive Directors
Matthew
Moulding
1
2.5% -0.9% n/a 2.3% 45.6% n/a 9.5% -46.6% n/a 5.5% 97.3%
1
n/a -95.8% 17.0% -100%
John
Gallemore
2
-99.2% -99.3% n/a 0.0% -19.5% n/a 91.5% -5.2% n/a 1,100.7%
2
2.6% n/a -91.6% 63.0% -100%
Damian
Sanders
3
0.0% -3.8% n/a 6.5% 1.5% n/a 236.3%
3
n/a³ n/a³ 18.8% 0% n/a 780% 0% n/a
NEDs
Charles
Allen 3.9% 0% n/a
5
6.8% 0% n/a
5
21.2%
4
0% n/a
5
n/a
4
n/a
4
n/a
4,5
n/a
4
n/a
4
n/a
4,5
Edward
Koopman 4.0% 0% n/a
5
6.2% 0% n/a
5
-4.1% 0% n/a
5
2.1% 0% n/a
5
250% 0% n/a
5
Gillian Kent 2.8% 0% n/a
5
5.7% 0% n/a
5
235.8%
4
0% n/a
5
n/a
4
n/a
4
n/a
4,5
n/a
4
n/a
4
n/a
4,5
Dean Moore 2.9% 0% n/a
5
-2.8% 0% n/a
5
247.9%
4
0% n/a
5
n/a
4
n/a
4
n/a
4,5
n/a
4
n/a
4
n/a
4,5
Sue Farr 8.0% 0% n/a
5,6
71.2% n/a
6
n/a
5,6
n/a
6
n/a
6
n/a
5,6
n/a
6
n/a
6
n/a
5,6
n/a
6
n/a
6
n/a
5,6
Helen
Jones 2.9% 0% n/a
5,6
114.5% n/a
6
n/a
5,6
n/a
6
n/a
6
n/a
5,6
n/a
6
n/a
6
n/a
5,6
n/a
6
n/a
6
n/a
5,6
Milyae Park n/a
7
n/a
7
n/a
5,7
n/a
7
n/a
7
n/a
5,7
n/a
7
n/a
7
n/a
5,7
n/a
7
n/a
7
n/a
5,7
n/a
7
n/a
7
n/a
5,7
Wider workforce
Average
employee
8
7.5% 10.7% 59.1% 8.4% 24.5% -50.6% 4.7% 22.5% 12.9% 10.5% -20.8% 85.4% 10.1% 217.3% -37.5%
1. From Admission and subject to minimum statutory limits, Matthew Moulding has elected to waive his salary and the percentage changes stated above reflect
changes in these statutory limits rather than changes to salary levels. The reduction in the 2021 to 2022 benefits figure relates to Matthew Moulding’s private
security cover which was funded by the Company in 2021 and personally funded from 1 January 2022 onwards. Matthew Moulding waived his entitlement to
participate in the 2025 annual bonus plan, as he did in respect of each of the financial years 2021 to 2024.
2. During 2021 John Gallemore elected to waive his salary subject to minimum statutory limits. In 2022 John Gallemore elected to waive his salary for the period
1January 2022 to 30 June 2022, and was paid his standard base salary from 1 July 2022 until he resigned from the Board and as COO with effect from completion
of the demerger of THG Ingenuity on 2 January 2025. The increase in the 2021 to 2022 salary/fees figure reflects John Gallemore electing not to waive his salary
for the period 1 July 2022 to 31 December 2022. John Gallemore waived his entitlement to participate in the annual bonus plan in respect of each of the financial
years 2021 to 2025.
3. The percentage increase in the 2022 to 2023 salary/fees figure reflects a change in Damian Sanders’ role during the 2023 financial year. He held the position of
NED during the 2020, 2021 and 2022 financial years and from 1 January 2023 to 23 January 2023, and was appointed CFO on 24 January 2023 (and has held
this position from this date to the date of this Report). It is not possible to show a percentage change for benefits and bonus as Damian Sanders was not eligible to
receive these remuneration elements prior to his appointment as CFO. Damian Sanders waived his entitlement to participate in the 2025 annual bonus plan, as he
did in respect of the 2023 and 2024 financial years.
4. Charles Allen, Gillian Kent and Dean Moore were not Directors during the 2020 and 2021 financial years. Charles Allen was appointed to the Board on
22March2022 and Gillian Kent and Dean Moore were both appointed on 15 September 2022. Therefore, the percentage change figure disclosed for 2022 to 2023
for: (i) Charles Allen reflects his full year’s service in 2023 in comparison to his part year’s service in 2022 i.e. the figure reflects 12 months’ service in 2023 versus
approximately 9 months’ service in 2022; and (ii) each of Gillian Kent and Dean Moore reflects their full year’s service in 2023 in comparison to their part year’s
service in 2022 i.e. the figures reflect 12 months’ service in 2023 versus approximately 3.5 months’ service in 2022.
THG PLC Annual Report and Accounts 2025
102
5. NEDs are not entitled to participate in the annual bonus plan.
6. Sue Farr and Helen Jones were not Directors during financial years 2020 to 2022, being appointed to the Board on 24 April 2023 and 21 June 2023 respectively.
7. Milyae Park was not a Director during financial years 2020 to 2024, being appointed to the Board on 28 January 2025.
8. THG PLC is the parent company of the Group and, with the exception of the Executive Directors, does not have any employees. The figures detailed here are
therefore representative of the Group’s UK workforce.
Chief Executive Officer’s pay ratio
The following table presents the pay ratio between the Chief Executive Officer’s single total figure of remuneration and that of the Group’s UK
workforce. The ratios compare the Chief Executive Officer’s single total figure of remuneration with the total remuneration of full-time equivalent
UK employees at the 25th, median and 75th percentiles.
Year Method
CEO
remuneration
(£’000)
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2025 Option A 33 1.2:1 1.0:1 0.7:1
2024 Option A 32 1.2:1 1.1:1 0.7:1
2023 Option A 29 1.2:1 1.0:1 0.7:1
2022 Option A 33 1.2:1 1.1:1 0.8:1
2021 Option A 453 21:1 18:1 14:1
The total pay and benefits and salary figures used for the pay ratio calculations are set out in the following table:
Year
25th
percentile Median
75th
percentile
2025 Salary £27,951 £32,432 £45,975
Total pay and benefits £28,496 £33,171 £47,143
The 25th percentile, median and 75th percentile figures used to determine the above ratios were selected by reference to the hourly pay figures
for the Group’s UK workforce on 31 December 2025. Option A, as set out under the Regulations, was used to calculate remuneration for the 2025
financial year as the Company believes this is the most robust methodology for calculating these figures (and reflects the approach adopted
for the preceding four financial years). The full-time equivalent annualised remuneration (comprising salary, benefits, pension, annual bonus and
long-term incentives) was then calculated for those employees for the 2025 financial year.
The ratio continues to remain around 1:1 on a median basis, primarily as a result of Matthew Moulding waiving as much of his base salary as is
legally permissible in return for the Group making a charitable donation of similar value, as well as waiving his entitlement to participate in the
annual bonus plan and not participating in any long-term incentive scheme.
Executive Director pay is, typically, more at risk than wider employee pay due to the use of variable pay which is not guaranteed and hence,
depending on incentive plan outcomes, can lead to a total pay ratio that varies significantly from year to year. Furthermore, the Remuneration
Committee believes that THG’s reward policies are not only aligned with the Group’s shared values and culture but also incentivise and drive the
desired behaviours and ensure all employees are rewarded fairly and competitively for their contribution to the Group’s success. For these reasons,
the Remuneration Committee is satisfied that the median pay ratio is consistent with the Group’s pay, reward and progression policies.
THG PLC is the parent company of the Group and, with the exception of the Executive Directors, does not have any employees. The pay ratio
figures have therefore been calculated with reference to the Group’s UK workforce which the Company considers is the appropriate comparator,
being reflective of the wider policies in operation on employee pay, reward and progression across the vast majority of the Group’s overall
workforce
Relative importance of spend on pay
The following table details Shareholder distributions and THG expenditure on total employee pay for the 2025 financial year versus 2024, together
with the percentage change year on year.
2025
(£m)
2024
(£m)
%age
change
Profit distributed by way of dividend 0 0 n/a
Total spend on remuneration 142.3 318.4 -55.3
UK employees (full-time equivalents)
UK employees (full-time equivalents)
THG PLC Annual Report and Accounts 2025
103
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Directors’ Remuneration Report cont inued
Shareholder dilution
Any share incentive plans post IPO (including The THG PLC 2022 Executive Long-Term Incentive Plan) will be operated in line with both the
Investment Association’s Principles of Remuneration (which require that commitments under all share schemes satisfied by newly issued ordinary
shares must not exceed 10% of the issued ordinary share capital in any rolling ten-year period) and the approved Directors’ Remuneration Policy.
Annual general meeting voting outcomes
The following table sets out the Shareholder voting results in respect of the 2024 Directors’ Remuneration Report, which was tabled for
Shareholder approval at the 2025 AGM, and the Directors’ Remuneration Policy, which was tabled for Shareholder approval at the 2024 AGM.
Resolution
Votes
for
%age of
votes cast
Votes
against
%age of
votes cast
Total
votes cast
%age of
ISC voted
Votes
withheld
To approve the 2024 Directors’ Remuneration
Report (excluding the Remuneration Policy) 886,743,981 92.55 71,336,484 7.45 958,080,465 68.89 4,972,609
To approve the Directors’ Remuneration Policy 770,924,395 94.97 40,859,699 5.03 811,784,094 61.00 12,421,067
Implementation of Remuneration Policy for the 2026 financial year
The Remuneration Committee proposes to implement the Remuneration Policy for the 2026 financial year as follows:
Base salary
Executive Directors have voluntarily waived any salary increase in respect of the 2026 financial year. Therefore, base salaries will remain
asfollows:
•
Matthew Moulding: £750,000; and
•
Damian Sanders: £500,000.
Pension
There is no change in the contribution percentage for Executive Directors for the 2026 financial year and it remains at 3% of pensionable
salary.Pensionable salary is determined in line with the approach taken for the Group’s wider workforce, which is currently in line with
auto-enrolment levels.
Matthew Moulding participates in a Qualifying Earnings scheme where employer contributions are capped at a monthly threshold, such that
theeffective contribution rate is less than 3% of salary in practice. None of the Executive Directors participate in a Group defined benefit
pensionscheme.
Benefits
There are no proposed changes to the benefits provisions for Executive Directors for the 2026 financial year.
Annual bonus
In line with the Remuneration Policy, the maximum opportunity for the 2026 financial year will be:
•
Matthew Moulding: 100% of base salary; and
•
Damian Sanders: 100% of base salary.
The measures and weightings for Matthew Moulding and Damian Sanders for the 2026 financial year will be:
•
Free Cash Flow (50%);
•
Adjusted EBITDA (25%); and
•
Group Sales (25%).
The measures to be assessed are consistent with those adopted for the 2025 financial year, with a reweighting towards Free Cash Flow to align
with the key priorities of the Group.
The specific targets are considered commercially sensitive and will be disclosed in next year’s Annual Report on Remuneration.
LTIP award
No LTIP grants were made during 2025 while a broader review of the operation of incentives across the business is conducted. Following the
conclusion of this review, it is expected that the Company will make a delayed 2025 LTIP award to Damian Sanders following the upcoming AGM,
at which time a 2026 LTIP award is also expected to be made in line with the usual schedule. Both awards will be made in line with the approved
Remuneration Policy (i.e. up to 250% of salary opportunity for each award) and will be subject to stretching financial and strategic performance
targets which will be disclosed at the time of grant via a Regulatory News Service announcement and measured over respective three-year
periods, with further two-year post-vesting holding periods applying in line with the relevant Code requirement and market best practice.
THG PLC Annual Report and Accounts 2025
104
NED fees
No increases in NED fees are proposed for the 2026 financial year. Accordingly, annual NED fees will remain as follows for 2026:
NED fee type Fee
Fee for Independent Chair £432,640
Fee for SID £93,600
Base fee for independent NEDs £75,710
Base fee for non-independent NEDs £37,850
Additional fee for chairing each of Audit, Related Party, Remuneration, Risk and Sustainability Committees £12,000
Additional fee for chairing Nomination Committee £8,000
Additional fee for membership of each of Audit, Nomination, Related Party, Remuneration, Risk and Sustainability Committees £5,000
Advisers to the Remuneration Committee
PricewaterhouseCoopers LLP (“PwC”) remain engaged as the Remuneration Committee’s independent remuneration advisers, having been
appointed prior to Admission by the then Remuneration Committee Chair. PwC is a member of the Remuneration Consultants Group, the
professional body for remuneration consultants, and adheres to its Code of Conduct. The Remuneration Committee is satisfied that the advice
provided by PwC during 2025 was objective and independent and, while separate teams within PwC also advise the Company on matters of tax,
corporate governance and operations, the Remuneration Committee is further satisfied that these activities do not compromise the independence
or objectivity of the advice it receives from PwC as Remuneration Committee advisers.
During 2025 PwC provided general support to the Remuneration Committee and guidance on developments in remuneration governance and best
practice, including associated implications for THG. PwC further advised on:
•
the 2024 Directors’ Remuneration Report;
•
appropriate performance metrics for 2025 and 2026 incentive arrangements; and
•
2025 AGM season remuneration trends.
Fees charged by PwC for advice provided to the Remuneration Committee for the 2025 financial year amounted to £51,850 (excluding VAT).
On behalf of the Remuneration Committee
Helen Jones
Chair of the Remuneration Committee
25 March 2026
THG PLC Annual Report and Accounts 2025
105
Additional InformationFinancial StatementsGovernanceStrategic Report
Governance
Directors’ Report
Directors’ Report disclosures
The Directors present their report, together with the audited consolidated financial statements of the Company, for the financial year ended
31December 2025. In accordance with section 414C(11) of the Companies Act, the Company has chosen to provide disclosures and information
in relation to certain matters elsewhere in this Annual Report. These matters, together with those required under The Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, arecross-referenced in the table which follows and, together,
form part of this Directors’ Report.
The Corporate Governance Report, contained on pages 71 to 78, is incorporated by reference into this Directors’ Report.
Articles of Association
In accordance with the Companies Act, the
Articles of Association may only be amended
by special resolution at a general meeting
of Shareholders. The Articles of Association
are available on the Company’s website at:
https://www.thg.com/investor-relations/
key-governance-documents.
AGM
The AGM will be held at THG Studios,
7-9Sunbank Lane, Altrincham WA15 0AF
on 24June 2026 at 1.00 p.m.. The Notice of
Meeting, together with explanatory notes,
willbe sent to Shareholders in May 2026.
Directors
Biographies of those Directors who were in
office at 31 December 2025, andremain in
office as at the date of this Directors’ Report,
are contained in the Corporate Governance
Report on pages 72 and 73.
All of these Directors heldoffice throughout
the whole of 2025, with the exception
of Milyae Park who was appointed on
28January2025. John Gallemore resigned
from the Board and as COO with effect from
completion of the demerger of THG Ingenuity
on 2January 2025.
All Directors in office as at the date of this
Directors’ Report will offer themselves
for re-election by Shareholders at the
forthcomingAGM.
Directors’ interests
Details of Directors’ beneficial and legal
interests in the Shares are detailed in the
Directors’ Remuneration Report on page 100.
No share awards were granted to Executive
Directors under the Company’s share schemes
during the 2025 financial year.
Qualifying third party
indemnification and insurance
Pursuant to the Articles of Association and
their service contracts/letters of appointment
(as appropriate), Directors benefited from
qualifying third party indemnity provisions for
the purposes of section 236 of the Companies
Act throughout 2025 and up to the date of
this Directors’ Report. The Company also
maintained Directors’ and Officers’ Liability
Insurance throughout 2025.
Appointment and replacement
ofDirectors
The rules for appointing and replacing
Directors are set out in the Articles of
Association. Directors can be appointed by
the Board or by ordinary resolution of the
Company. A Director can be removed from
office by the Company passing an ordinary
resolution or by notice being given by all
otherDirectors.
Powers of the Directors
The Directors may exercise all the powers of
the Company subject to the provisions of the
relevant legislation, the Articles of Association
and any directions given by the Company in a
general meeting.
Share capital
Subject to the Companies Act and the Articles
of Association, but without prejudice to the
rights attached to any existing Share, any
Share may be issued with, or have attached to
it, such rights or restrictions as the Company
may decide by ordinary resolution or, if no such
resolution is in effect, as the Board may decide
so far as the resolution does not make specific
provision. No such resolution is currently
ineffect.
Information Section in the Annual Report Page(s)
Risk management (including principal and emerging risks) Strategic Report 60 to 69
Going concern statement Strategic Report 68
Future developments of the Company Strategic Report Throughout the Strategic
Report (pages 2 to 69)
GHG emissions Strategic Report 44 to 47 and 52 to 59
Directors’ biographies Corporate Governance Report 72 and 73
Corporate governance arrangements Corporate Governance Report 71 to 78
Directors’ conflicts of interest Corporate Governance Report 77
Related Party Transactions Financial Statements 148 to 150
Statement of engagement with employees Strategic Report 37
Statement of engagement with suppliers, customers
and others in a business relationship with the Company
Strategic Report 32 to 38
THG PLC Annual Report and Accounts 2025
106
Purchase of own Ordinary Shares
At the 2025 AGM the Company was granted authority by its Shareholders to purchase up to 10% of its ordinary issued share capital,
inaccordance with the Articles of Association. No Shares were bought back under this authority during the 2025 financial year or in the period
from 1January2026 to the date of this Directors’ Report. This buyback authority will expire at the conclusion of the forthcoming AGM, when the
Directors intend to propose the authority be renewed.
Allotment of Shares
Under the Companies Act, the Directors may only allot Shares if authorised to do so by Shareholders in a general meeting.
The Directors were granted authority by Shareholders to allot securities in the Company up to an aggregate maximum nominal amount of
£5,140,963.80 and to allot securities, without the application of pre-emption rights, up to a nominal amount of £771,144.57 and a further £771,144.57
in connection with an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group’s updated Statement of
Principles on Disapplying Pre-Emption Rights.
In connection with both authorities, the Directors were also granted authority to allot up to a further nominal amount of £154,228.91 for
the purposes of a follow-on offer (as such term is described in the Pre-Emption Group’s updated Statement of Principles on Disapplying
Pre-EmptionRights).
These authorities apply until the conclusion of the forthcoming AGM when the Company will seek Shareholder approval to renew them,
withdetailed explanatory notes included within the Notice of Meeting.
Share structure
The Company is the holding company of the Group and has in issue the classes of shares set out in the table which follows. On 6 January 2025
theCompany transferred the listing category of its Ordinary Shares from the Transition category to the ESCC category of the Official List.
As at 31 December 2025 the Shares in issue were as follows:
Share class
Number of
Shares
Percentage of
Company’s fully
diluted
share capital
Allotted, called up and fully paid Ordinary Shares 1,599,781,137 81.04
Allotted, issued and fully paid B Shares
1
0 n/a
Allotted, issued and partly paid D1 Shares 56,082,651 2.84
Allotted, called up and fully paid D2 Shares 17,066 n/a
Allotted, issued and partly paid E Shares 48,571,808 2.46
Allotted, issued and partly paid F Shares 26,685,406 1.35
Allotted, issued and partly paid G Shares 16,841,351 0.85
Allotted, issued and fully paid Deferred 1 Shares 204,404,691 10.36
Allotted, issued and partly paid Deferred 2 Shares 21,563,860 1.10
Total 1,973,947,970 100
1. Following the receipt from certain Shareholders of valid elections to participate in the demerger of THG Ingenuity from the Group, 204,081,632 Ordinary Shares were
redesignated as B Shares on 30 December 2024. These B Shares were redesignated as Deferred 1 Shares upon completion of the demerger on 2January2025.
Further information on the demerger and the B Shares is included within the Demerger Circular.
As at 31 December 2025 Matthew Moulding was interested in 307,682,946 Ordinary Shares, representing 19.23% of the total issued Ordinary
Shares; 50,550,450 D1 Shares, representing 90.14% of the total issued D1 Shares; 360 D2 Shares, representing 2.11% of the total issued D2 Shares;
43,641,266 E Shares, representing 89.85% of the total issued E Shares; 20,197,808 F Shares, representing 75.69% of the total issued F Shares;
7,733,792 G Shares, representing 45.92% of the total issued G Shares; 97,227,825 Deferred 1 Shares, representing 47.57% of the total issued
Deferred 1 Shares; and 18,346,774 Deferred 2 Shares, representing 85.08% of the total issued Deferred 2 Shares. For further information, please
refer to the relevant details in the ‘Significant contractual arrangements’ section which follows.
Rights and obligations attaching toShares
The rights attaching to the Shares, as detailed within the Articles of Association, are as follows:
(a) Ordinary Shares
The Ordinary Shares rank pari passu in all respects and carry the right to receive all dividends and distributions declared, made or paid on, or in
respect of, the Ordinary Shares.
Subject to disenfranchisement in the event of non-payment of any call or other amount due and payable in respect of any Share, or
non-compliance with any statutory notice requiring disclosure of the beneficial ownership of any Share, on a show of hands every Shareholder
present in person or by proxy has one vote and on a poll every Shareholder present in person or by proxy has one vote for every Ordinary Share
that they hold.
Electronic and paper proxy appointments and voting instructions must be received no later than 48 hours (excluding any part of a day that is not a
working day) before a general meeting.
Except as set out above and as permitted under applicable statutes, there are no limitations on the voting rights of holders of a given percentage,
number of votes or deadlines for exercising voting rights.
THG PLC Annual Report and Accounts 2025
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Governance
Directors’ Report continued
Share capital continued
Rights and obligations attaching toShares continued
(b) D1 Shares, D2 Shares and E Shares
The D1 Shares, D2 Shares and E Shares are non-voting ordinary shares and do not carry the right to participate in dividends of the Company.
The holders of D1 Shares, D2 Shares and E Shares may convert their D1 Shares, D2 Shares and E Shares into Ordinary Shares (on the basis of,
asapplicable, one Ordinary Share per D1 Share or E Share or 185 Ordinary Shares per D2 Share).
(c) F Shares and G Shares
The F Shares and G Shares are non-voting ordinary shares and do not carry the right to participate in dividends of the Company. The holders of
F Shares and G Shares may exercise put options to convert their F Shares and G Shares into Ordinary Shares (on the basis of, as applicable, one
Ordinary Share per F Share or G Share). The put options may be exercised for a period of 10 years from the end of the performance period (which
ended on 31 December 2022).
(d) Deferred 1 Shares and Deferred 2 Shares
The Deferred 1 Shares and Deferred 2 Shares are non-voting ordinary shares and do not carry the right to participate in dividends of the Company.
The Deferred 1 Shares and Deferred 2 Shares may be purchased by the Company, provided it is lawful for the Company to purchase them, for an
aggregate sum of £1.00.
Restrictions on transfer or holdings of securities in the Company
With the exception of the following, there are no restrictions on the transfer of, or limitations on holding, securities in the Company: The Company
may, pursuant to the Articles of Association and the Companies Act, send out statutory notices to those it knows, or has reasonable cause to
believe, have an interest in its Shares, asking for details of those who have an interest in a particular holding of Shares and the extent of their
interest. When a person receives a statutory notice and fails to provide any information required by the notice in the time specified within it, the
Company can apply to a court for an order directing, amongst other matters, that any transfer of the Shares which are the subject of the statutory
notice is void. The Directors may, without giving any reason, refuse to register the transfer of any certificated Ordinary Shares which are not fully
paid. Transfers of uncertificated Ordinary Shares must be carried out using CREST, the central securities depository for markets in the UK and
for Irish stocks, and the operator of the relevant system or the Directors can refuse to register a transfer of an uncertificated Ordinary Share, in
accordance with the regulations governing the operation of CREST.
Dividends
Subject to the Companies Act and the Articles of Association, the Company may, by ordinary resolution, declare dividends and the Directors may
decide to pay interim dividends. A dividend must not be declared unless the Directors have made a recommendation as to its amount. Such a
dividend must not exceed the amount recommended by the Directors and no dividend may be declared or paid unless it is in accordance with
members’ respective rights.
No dividends were declared, nor will any be distributed, for the financial year ended 31 December 2025. While no dividends were declared or
distributed for the financial year ended 31 December 2024, a dividend liability was recognised within the statement of financial position at
31December 2024 following Shareholders granting approval to the business contained within the Demerger Circular on 27 December 2024.
Thesettlement of the dividend liability took place on 2 January 2025, the date of the demerger of THG Ingenuity. For further information, including
the resulting gain on demerger, please see note 12.2 to the financial statements.
Shareholders approved the demerger of THG Ingenuity on 27 December 2024, and the dividend in specie was recognised on that date. The
Directors carried out an appropriate assessment of distributable reserves in line with the Companies Act at the time. Following the FRC’s limited
scope review (closed March 2026), it was identified that the administrative step of filing interim accounts as at 27 December 2024 had not been
undertaken. Having taken legal advice, the Company has now filed those interim accounts at Companies House to correct that administrative error
and we expect a Shareholder resolution will be proposed at the forthcoming AGM.
Return of capital
A liquidator may, on obtaining any sanction required by law, divide amongst the members in kind the whole, or any part, of the assets of the
Company and may, for that purpose, value any assets and determine how the division is carried out as between the members or different classes
of members.
Shares held on trust
The Company has established an employee benefit trust (“EBT”) to hold Ordinary Shares to satisfy awards made under the Employee Incentive
Plan. As at the date of this Directors’ Report, the EBT holds 53,538,428 Ordinary Shares.
Substantial shareholdings
Disclosable interests of 3% or more in Ordinary Shares as at 31 December 2025 and 28 February 2026 were as follows:
Shareholder
Percentage of Ordinary Shares
as at 31 December 2025
Percentage of Ordinary Shares
as at 28 February 2026
Matthew Moulding 19.23 20.24
1
Frasers Group plc 10.77 10.50
Sofina S.A. 7.97 7.7 7
Balderton Capital (UK) LLP 6.06 5.91
Qatar Investment Authority 5.95 5.80
THG EBT 4.60 5.51
1. On a fully diluted basis, Matthew Moulding’s equity interest equates to approximately 25.4% of the Company’s issued share capital (further details on which can be
found within the ‘Directors’ shareholdings (audited)’ section of the Annual Report on Remuneration).
All notifications made to the Company under the DTRs are released to the market via a Regulatory Information Service and made available on the
Company’s website at: https://www.thg.com/investor-relations/regulatory-news/.
THG PLC Annual Report and Accounts 2025
108
Change of control
Other than the terms of the agreement
between Matthew Moulding and the Company,
as detailed under the ‘Significant contractual
arrangements’ section which follows, there are
no agreements between THG and its Directors
or employees providing for compensation
for loss of office or employment (whether
through resignation, purported redundancy
orotherwise) by reason of a takeover bid.
Details concerning the impact on annual
bonus in the event of a change of control are
set out in the Remuneration Policy. Generally,
any annual bonus awards and unvested LTIP
awards would be pro-rated for time and
performance in the event of a change of
control whereas any deferred elements of
bonus would not be.
While the Remuneration Committee has
the discretion not to pro-rate for time, its
normal policy is to do so. The Remuneration
Committee’s discretion not to pro-rate would
only be used if there was an acknowledged
business case which would be fully explained
to Shareholders. In all cases the relevant
performance conditions must be satisfied.
The Company has entered into various
agreements with third parties, as well as
contracts with third-party service providers,
which provide such parties with a right to
terminate their agreement in the event of a
change of control.
Significant contractual
arrangements
The Company is party to a relationship
agreement with Matthew Moulding which
regulates the ongoing relationship between
the two parties (the “Relationship Agreement”).
The principal purpose of the Relationship
Agreement is to ensure that the Company
is capable of carrying on its business
independently of Matthew Moulding and that
all transactions and arrangements between
the Company and Matthew Moulding are
conducted on normal commercial terms.
The provisions of the Relationship Agreement,
imposing certain obligations on Matthew
Moulding, will remain in full force and effect,
in respect of Matthew Moulding, for so long as
Matthew Moulding beneficially owns, together
with any of his associates, at least (a) 5% of
the fully diluted share capital of the Company
or (b) 10% of the Ordinary Shares.
THG Intermediate Opco Limited and THG
Operations Holdings Limited are party to a
senior facilities agreement, originally dated
10 December 2019, in relation to a syndicated
€445m Term Loan B Facility and £150m
RCF, as amended and/or amended and
restated from time to time, which is subject to
mandatory prepayment provisions following
the occurrence of a change of control or the
sale of all, or substantially all, of the assets
of THG Operations Holdings Limited and its
restricted subsidiaries.
In connection with the Company’s debt
refinancing and associated equity contribution
announced on 24 March 2025, the Company
entered into a non-interest-bearing convertible
loan agreement in an amount of £67.5m, on
26 March 2025, with Guernsey-registered FIC
Shareco Limited (a person closely associated
with Matthew Moulding) (the “Convertible
Loan”).
If not previously converted, the Convertible
Loan was repayable on the earlier of
31December 2030 and the date 12 months
after the maturity of the existing EUR Term
Loan B and existing £150m RCF. It was also
repayable on a change of control of the
Company (or, at the discretion of the Company,
convertible into newly issued Ordinary Shares
if the requisite Shareholder approval had been
obtained at the time of the change of control).
On 5 December 2025, the Convertible Loan
was converted into 209,086,407 Ordinary
Shares which were admitted to trading on the
London Stock Exchange and to the Official
List on 8 December 2025 and acquired by FIC
Shareco Limited pursuant to the terms of the
Convertible Loan.
Other than as disclosed above, there are
no significant agreements to which the
Company is a party that take effect, alter or
terminate upon a change of control following
atakeoverbid.
The Company does not have any agreement
with any Director or employee that would
provide compensation for loss of office or
employment resulting from a change of
controlon a takeover, except that the terms
of the Company’s share schemes and plans
may provide for the vesting of employee
options and/or awards in the circumstances
ofatakeover.
Donations
During the 2025 financial year the Group
made several charitable donations totalling
£0.8m (2024: £0.2m). An additional amount
of £0.4m (2024: £0.4m) was also accrued at
the balance sheet date as a result of Matthew
Moulding waiving as much as was legally
permissible of his base salary during 2025
in return for the Group making a charitable
donation to The Moulding Foundation of a
similar value. THG did not make any political
donations during 2025 (2024: £nil).
Overseas branches
While the Group does not operate any
overseas branches, subsidiaries have been
established in the following countries:
Australia, China, France, Germany, Guernsey,
India, Japan, Poland, Singapore, Sweden, the
United Arab Emirates and the United States
ofAmerica.
As a Group we continue to monitor the
situation in Ukraine and Russia. From an
operational perspective, all THG own-brand
deliveries remain suspended across Russia
and Russian-occupied Ukraine territories
and the Group has continued to work with its
courier partners in this regard. The necessary
measures have also been implemented within
the Group to ensure continued compliance
with all applicable sanctions and related
notices and guidance.
Research and development
Following completion of the demerger on
2January 2025, THG Ingenuity – the Group’s
former proprietary technology platform –
continued to provide services to the Group
throughout 2025 and up to the date of this
Annual Report.
In addition to delivering end-to-end
ecommerce functionality, THG Ingenuity offers
the Group significant competitive advantages
as its commercial teams review real-time
transactional and customer insight data.
Thisdata informs trading decisions which
arethen executed within short time frames.
Directors’ statement of
responsibility
The Directors are responsible for preparing
this Annual Report, including the financial
statements, in accordance with applicable
UKlaw and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Accordingly, the Directors have elected to
prepare the Group financial statements
in accordance with UK-adopted IFRS and
the parent company financial statements
in accordance with UK Generally Accepted
Accounting Practice (UK Accounting Standards
and applicable law), including Financial
Reporting Standard 101 Reduced Disclosure
Framework (“FRS 101”).
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they provide a true and
fair view of the state of affairs of the Group
and the Company and of the profit or loss of
the Group and the Company for the period
inquestion.
In preparing these financial statements,
theDirectors are required to:
•
select suitable accounting policies in
accordance with IAS 8 Accounting Policies,
Changes in Accounting Estimates and
Errors and then apply them consistently;
•
make judgements and accounting
estimates that are reasonable and prudent;
•
present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information;
THG PLC Annual Report and Accounts 2025
109
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Governance
Directors’ Report continued
Directors’ statement of
responsibility continued
•
provide additional disclosures when
compliance with the specific requirements
in IFRS (and, in respect of the parent
company financial statements, FRS 101) is
insufficient to enable users to understand
the impact of particular transactions and
other events and conditions on the financial
position and financial performance of the
Group and/or Company;
•
in respect of the Group financial
statements, state whether UK-adopted IFRS
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
•
in respect of the parent company financial
statements, state whether applicable UK
Accounting Standards, including FRS 101,
have been followed, subject to any material
departures disclosed and explained in the
financial statements; and
•
prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Company
and/or the Group will continue in business.
The Directors are responsible for keeping
adequate accounting records which are
sufficient to show and explain the transactions
of the Company and the Group and which
disclose, with reasonable accuracy and at any
time, thefinancial position of the Company
and the Group and enable the Directors to
ensure that the financial statements ofthe
Company and the Group comply with the
Companies Act.
The Directors are also responsible for
safeguarding the assets of the Group
and parent company and thus for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
In accordance with DTR 4.1.12R, each Director
whose name and position appears on pages
72 and 73 of the Corporate Governance Report
confirms that, to the best of their knowledge:
•
the consolidated financial statements,
prepared in accordance with UK-adopted
IFRS, give a true and fair view of the assets,
liabilities, financial position and profit of the
parent company and undertakings included
in the consolidation taken as a whole;
•
the Annual Report, including the
Strategic Report, includes a fair review
of the development and performance
of the business and the position of the
Company and undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks and
uncertainties that they face; and
•
they consider the Annual Report, taken
as a whole, to be fair, balanced and
understandable, providing the information
necessary for Shareholders to assess the
Company’s position, performance, business
model and strategy.
Audit and External Auditor
At the date of approval of this Directors’
Report, each Director confirms that:
•
to the best of their knowledge, there is no
relevant audit information that has not been
brought to the attention of the External
Auditor; and
•
they have taken all steps required of them
to make themselves aware of any relevant
audit information and to establish that
the External Auditor was aware of that
information.
This confirmation is given, and should be
interpreted, in accordance with the provisions
of section 418 of the Companies Act.
EY has indicated its willingness to continue
in office as External Auditor and, upon the
recommendation of the Audit Committee,
a resolution to reappoint EY as such will
be proposed at the forthcoming AGM. Any
remuneration received by EY for: (i) auditing
this Annual Report; and (ii) any other
(non-audit) services has been disclosed in
note5 to the Group’s financial statements.
Approval of Directors’ Report
This Directors’ Report was approved and
issued by the Board and signed on its
behalfby
James Pochin
General Counsel and Company Secretary
25 March 2026
THG PLC Annual Report and Accounts 2025
110
Contents
Financial Statements
112 Independent Auditor’s Report to the members of THG PLC
118 Consolidated statement of comprehensive income
119 Consolidated statement of financial position
120 Consolidated statement of changes in equity
121 Consolidated statement of cash flows
122 Notes to the consolidated financial statements
154 Company statement of financial position
155 Company statement of changes in equity
156 Notes to the Company financial statements
160 Alternative performance measures
162 Glossary
Financial
Statements
THG PLC Annual Report and Accounts 2025
111
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Financial Statements
Independent Auditor’s Report to the members of THG PLC
Opinion
In our opinion:
•
THG PLC’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state
of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
•
the Company 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.
We have audited the financial statements of THG PLC (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2025
whichcomprise:
Group Company
Consolidated statement of comprehensive income for the
year ended 31 December 2025
Company statement of financial position as at
31 December 2025
Consolidated statement of financial position as at
31 December 2025
Company statement of changes in equity for the
year ended 31December 2025
Consolidated statement of changes in equity for the
year ended 31 December 2025
Related notes 1 to 11 to the financial statements,
including material accounting policy information
Consolidated statement of cash flows for the year
ended 31 December 2025
Related notes 1 to 28 to the financial statements,
including material accounting policy information
The financial reporting framework that has
been applied in the preparation of the Group
financial statements is applicable law and UK
adopted international accounting standards.
The financial reporting framework that has
been applied in the preparation of the parent
company financial statements is applicable
law and United Kingdom Accounting
Standards, including FRS 101 “Reduced
Disclosure Framework” (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described
in the Auditor’s responsibilities for the audit
of the financial statements section of our
report. We believe that the audit evidence we
have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Group and parent
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 as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with
these requirements.
The non-audit services prohibited by the
FRC’s Ethical Standard were not provided to
the Group or the Company and we remain
independent of the Group and the Company
inconducting the audit.
Conclusions relating to
goingconcern
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 evaluation of the directors’ assessment
of the Group and Company’s ability to
continue toadopt the going concern basis
ofaccounting included:
•
We have documented and evaluated
the process followed by management
to prepare the base case and downside
scenario forecasts which they have used
intheir going concern assessment.
•
We audited the forecasts underpinning the
going concern model which are based on
the Board-approved forecasts, including
checking the arithmetical accuracy and
appropriateness of management’s base
case forecast over the going concern
assessment period to 30 April 2027. We
validated that the source of the forecasts
used for the going concern assessment
was the same underlying cash flows
used for other parts of the audit, including
impairment assessments.
•
We challenged the reasonableness of
the key assumptions such as the revenue
growth rate and EBITDA margin used within
the base case and downside scenarios,
and compared them to external evidence
including sector reports, industry trends
and historical data where appropriate.
•
We verified the cash positions as at
31 December 2025 and 28 February
2026 to bank statements, and to bank
confirmations as at 31 December 2025.
•
We reviewed the new financing agreements
entered into in April 2025 and confirmed
the availability of the RCF and Term Loan B
through to 2029 (significantly outside the
going concern period). The asset-backed
facility is on a rolling term and therefore
we assessed as part of our procedures
a scenario where this facility was repaid.
We also considered changes to covenants
following the refinancing and vouched
that these had been correctly modelled
inmanagement’s forecasts.
•
We reviewed the accuracy of
management’s forecasting by comparing
the forecast results for the period 1 January
2026 to 28 February 2026 to actual results
as reported within management accounts
and flash results up to 28 February 2026.
•
We identified additional stress tests
that were then run by management to
determine the impact of changing some
of management’s key assumptions on the
going concern assessment. These key
assumptions were in relation to the revenue
growth rate and the gross margin, both of
which would impact the liquidity headroom
in the going concern period. Covenant
compliance only becomes applicable
when the business draws down on more
than 20% of the existing RCF facilities
until expiry in May 2029. Management
performed these stress tests by sensitising
for each key assumption individually
based on their expectation of a reasonable
downside scenario for that assumption
and then prepared a reverse stress test by
sensitising multiple assumptions in order to
reduce headroom to nil. We then evaluated
the likelihood of the scenario that would
reduce headroom to nil.
•
We assessed the mitigating actions
identified by management including the
timescale that each could be implemented
along with whether the actions were within
management’s control.
•
We reviewed the appropriateness of
management’s going concern disclosure
in describing the risks associated with its
ability to continue to operate as a going
concern until 30 April 2027.
•
The audit procedures on going concern
were supervised and directed by the audit
engagement partner and senior members
of the team.
THG PLC Annual Report and Accounts 2025
112
Our key observations in relation to the work
performed are:
•
In management’s base case and plausible
downside scenario the Group retained
headroom on forecast cash and covenant
compliance throughout the going concern
assessment period. The lowest level of
cash headroom identified is £30m in
management’s downside scenario.
•
Cash balances as at 31 December 2025
total £183m. The Group is projected to
meet all of its covenant tests (which only
apply when the Group draws down on more
than 20% of the existing RCF facilities)
throughout the forecast period after
applying sensitivities and stress testing
modelled by management except for the
reverse stress test which was designed to
identify which assumptions would eliminate
headroom in the model.
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 and Company’s ability to
continue as a going concern for a period to
30April 2027.
In relation to the Group and Company’s
reporting on how they have applied the UK
Corporate Governance Code, we have nothing
material to add or draw attention to in relation
to the directors’ statement in the financial
statements about whether the directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities
ofthe directors with respect to going concern
are described in the relevant sections of
thisreport.
However, because not all future events or
conditions can be predicted, this statement
is not a guarantee as to the Group’s ability to
continue as a going concern.
Overview of our audit approach
Audit scope
•
We determined that centralised audit procedures could be performed on 54 components covering all Group significant
accounts. We then considered whether the remaining amounts in relation to Group significant account balances not
yet subject to audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group financial
statements. We selected an additional two components of the Group to include in our audit scope toaddress these risks
and performed specified procedures on these components.
Key audit
matters
•
Revenue recognition (Group).
•
Significant disclosures (Group).
•
Impairment of intangible assets in the THG Beauty CGU (Group).
•
Recoverability of the Company’s investment in subsidiaries and intercompany receivables (Company).
Materiality
•
Overall Group materiality of £8.6m which represents 0.5% of Group revenue.
•
Company materiality is £8.6m which represents 0.5% of Company equity capped at the value of Group materiality.
An overview of the scope of the
Company and Group audits
We followed a risk-based approach when
developing our audit approach to obtain
sufficient appropriate audit evidence on which
to base our audit opinion. We performed risk
assessment procedures to identify and assess
risks of material misstatement of the Group
financial statements and identified significant
accounts and disclosures. When identifying
components on which audit work needed to be
performed to respond to the identified risks of
material misstatement of the Group financial
statements, we considered our understanding
of the Group and its business environment, the
Group’s system of internal control at the entity
level, and the existence of centralised processes
and applications, the results of internal audits
plus the potential impact of climate change.
We determined that centralised audit
procedures could be performed on
54components covering all Group
significantaccounts.
We then considered whether the remaining
amounts in relation to Group significant
account balances not yet subject to audit
procedures, in aggregate, could give rise to
a risk of material misstatement of the Group
financial statements.
We selected an additional two components
of the Group to include in our audit scope to
address theserisks.
Having identified the components for which
work will be performed, we determined the
scope to assign to each component.
For the two components selected, we
performed specified audit procedures to obtain
evidence for one or more relevant assertions.
Our scoping to address the risk of material
misstatement for each key audit matter is
setout in the Key audit matters section of
ourreport.
Involvement with component
teams
All audit work performed for the purposes
ofthe audit was undertaken by the Group
audit team.
Climate change
Stakeholders are increasingly interested in
how climate change will impact companies.
The Group has determined that the most
significant future impacts from climate change
on its operations will be from transition and
physical risks.
These are explained on pages 54 to 58 in
the required Task Force On Climate Related
Financial Disclosures and on pages 62 to 67 in
the principal risks and uncertainties. They have
also explained their climate commitments on
page 44. All of these disclosures form part
of the “Other information,” rather than the
audited financial statements. Our procedures
on these unaudited disclosures therefore
consisted solely of considering whether they
are materially inconsistent with the financial
statements or our knowledge obtained in
the course of the audit or otherwise appear
to be materially misstated, in line with our
responsibilities on “Other information”.
In planning and performing our audit we
assessed the potential impacts of climate
change on the Group’s business and
any consequential material impact on
itsfinancialstatements.
The Group has explained in the other
judgements and sources of estimation
uncertainty (note 1) its articulation of
how climate change has been reflected
in the financial statements. There are no
significant judgements or estimates relating
to climate change in the notes to the
financialstatements.
THG PLC Annual Report and Accounts 2025
113
Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
Independent Auditor’s Report to the members of THG PLC conti nued
Our audit effort in considering the impact of
climate change on the financial statements
was focused on evaluating management’s
assessment of the impact of climate
risk, physical and transition, their climate
commitments, the effects of material climate
risks disclosed on pages 54 to 58 and whether
these have been appropriately reflected in
asset values where these are impacted by
future cash flows. As part of this evaluation,
we performed our own risk assessment,
supported by our climate change internal
specialists, to determine the risks of material
misstatement in the financial statements
from climate change which needed to be
considered in our audit.
We also challenged the Directors’
considerations of climate change risks in their
assessment of going concern and viability and
associated disclosures.
Based on our work we have not identified the
impact of climate change on the financial
statements to be a key audit matter or to
impact a key audit matter.
Key audit matters
Key audit matters are those matters that,
inour professional judgement, were of most
significance in our audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
that we identified.
These matters included those which had the
greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and
directing the efforts of the engagement team.
These matters were addressed in the context
of our audit of the financial statements as
a whole, and in our opinion thereon, and
we do not provide a separate opinion on
thesematters.
Risk Our response to the risk
Revenue recognition (£1,718m, 2024: £1,751m)
Refer to the Audit Committee Report (page 81); Accounting policies
(page123); and Note 2 of the Consolidated Financial Statements
(pages128and 129)
Revenue is a key metric when evaluating the performance of the Group and
receives significant scrutiny externally and internally. It is primarily comprised
of a large volume of small value transactions. As the Group achieves c.30% of
its revenue in the final quarter, we consider it appropriate to heighten our risk
response in this quarter.
Our risk in relation to revenue recognition is specific to the risk of bias or fraud
through management manipulation of revenue recognised by non-routine/
manual adjustments which increase the amount of revenue recognised in the
year, with a particular focus on postings made in the final quarter.
In response to this risk, we:
•
Performed a walkthrough of the relevant controls over revenue recognition
forall significant revenue streams within the Group.
•
Adopted a data analytics approach to corroborate our expectation of the
relationship between revenue and cash receipts for D2C websales and
revenue, trade receivables and cash receipts for B2B sales. Any material
exceptions, representing journals outside of the standard process which may
be indicative of management override of controls, were substantively tested.
For exceptions posted in the final quarter, we applied a lower testing threshold
to identify items for substantive testing.
•
Audited material non-routine journal entry postings to any significant revenue
stream which could be reflective of management override in relation to the
amount of revenue recognised. For journals identified which satisfied this
criteria, we obtained supporting evidence from management to corroborate
that the journal entry was valid, appropriate and adequately supported.
Key observations communicated to the Audit Committee
Through our analytics procedures and journal testing performed we have gained sufficient assurance that the revenue recognised in the year is appropriately recorded.
How we scoped our audit to respond to the risk
We performed centralised procedures over this risk which covered 94% of revenue. We supplemented this by also performing specified procedures over revenue in
one component, which covered a further 3% of revenue.
Risk Our response to the risk
Significant disclosures (Adjusted items – 2025: £30m,
2024: £124m)
Refer to the Audit Committee Report (pages 80 and 81); Accounting policies
(page 123); and Note 4 of the Consolidated Financial Statements (pages
130 and 131)
Our risk is focused on the following areas of the annual report that we consider
are more complex or subjective disclosure items:
•
Adjusted profit measures – potential for amounts to be classified as
adjustedthat are not in line with management’s accounting policy.
•
Whether the accounts when taken as a whole are fair, balanced
andunderstandable.
In response to this risk, we:
•
Understood the costs that have been proposed by management for separate
disclosure as adjusted items in the financial statements and challenged
whether these costs comply with the Group’s policy, merit separate
presentation or whether they are simply the ongoing costs of the business.
•
Ensured that narrative within the Annual Report does not give undue
prominence to Alternative Performance Measures (APMs), checking that
theAPM is reconciled to the nearest GAAP measure and that APM’s
disclosedare consistent year-on-year.
•
Reviewed the related party disclosure note, and challenged management on
completeness and transparency of disclosure, and ensured the related party
committee had considered all items disclosed.
•
Evaluated how the Board and those charged with governance have assessed
and concluded that the Annual Report is fair, balanced and understandable.
Key observations communicated to the Audit Committee
We raised observations to the Audit Committee in relation to certain judgements that had been made in management’s determination of adjusted items and
challenged management and the Audit Committee on the appropriateness of conclusions reached.
We requested that certain disclosures provided within note 4 were enhanced to ensure that the narrative included was sufficient and appropriate to reflect the nature
of items included in this note and ensure any judgements taken by management were clearly disclosed to a user of the financial statements in order to enable them
to form a view on the appropriateness of the adjustments being made.
Overall, we concluded that the Annual Report, when taken as a whole, is considered to be fair, balanced and understandable.
How we scoped our audit to respond to the risk
We performed procedures in relation to adjusted profit measures centrally for the Group as a whole.
Our procedures in relation to assessing whether the accounts, when taken as a whole were fair, balanced and understandable, were not impacted by our scoping of
account balances.
THG PLC Annual Report and Accounts 2025
114
Risk Our response to the risk
Impairment of intangible assets in the THG Beauty CGU
(£760m, 2024: £815m carrying value of CGU)
Refer to the Audit Committee Report (page 80); Accounting policies
(page124); and Note 10 of the Consolidated Financial Statements
(pages135 and 136)
There is a risk that the recoverable value of assets within the THG Beauty
CGUare below the carrying amount resulting in an impairment.
The CGU continues to operate in a challenging macroeconomic environment,
and the model continues to be sensitive to changes in key assumptions,
therefore we identified a significant risk associated with the impairment
assessment.
The impairment assessment requires management to make a number of key
assumptions, including in respect of short and long-term growth rates, EBITDA
margins and the discount rate adopted. There is a risk that optimism in the
assumptions could lead to an unrecorded impairment.
In response to this risk, we:
•
Performed a walkthrough of management’s annual impairment review process
and assessed the design effectiveness and implementation of key controls.
•
Obtained management’s impairment assessment and evaluated the methodology
adopted to confirm it is consistent with the requirements of IAS 36.
•
Assessed the reliability of management’s forecasts by comparing previous
forecasts to actuals. We validated that the source of the forecasts used for the
impairment model is the same underlying cash flows used for other parts of
the audit, including going concern.
•
Challenged the reasonableness of the forecasts used in the assessment
including key assumptions (revenue growth and EBITDA margin) by comparing
to third party industry forecasts, competitors and historical actuals.
•
We engaged EY valuations specialists to calculate an independent range of the
discount rate and perpetuity rate expected for the THG Beauty CGU.
•
Assessed the sensitivity of the model to reasonably possible changes in key
assumptions both in isolation and as a combined scenario.
•
Assessed the clerical accuracy of the model.
•
Assessed the impairment disclosure presented by management and ensured
this is in accordance with the requirements of ‘IAS 36 Impairment of Assets’.
Key observations communicated to the Audit Committee
We are satisfied that the carrying value of assets in this CGU is not impaired. We have highlighted to the Audit Committee the sensitivity of the THG Beauty
impairment model to reasonably possible changes in key assumptions when applied in combination such as the revenue growth rate and EBITDA margin. We have
concluded that THG’s disclosures sufficiently describe this sensitivity, and that the disclosures in the Annual Report regarding the Impairment assessment for this
CGU are in line with IAS 36.
How we scoped our audit to respond to the risk
Our procedures were not impacted by our scoping of account balances.
Risk Our response to the risk
Recoverability of the Company’s investment in subsidiaries
and intercompany receivables
Refer to the Accounting policies (page156); and Note 5 of the Company
Financial Statements (page 157)
There is a risk that the carrying value of investments (£13m) and intercompany
receivables (£1,649m) within the Company exceed their recoverable value. This
risk is increased due to the current market conditions in respect of both the
THGBeauty and THG Nutrition businesses.
We consider that this potential risk is heightened by the Company assets
exceeding market capitalisation relative to the combined investment
andintercompany balance.
In response to this risk, we:
•
Reviewed the performance of each business and market conditions toassess
whether there were indicators of impairment.
•
For the investment held in THG Insurance Limited we compared the carrying
amount of the investment to the net assets of this subsidiary, to identify
whether the net asset value was in excess ofthe carrying value.
•
For the investment held in THG Intermediate Holdings Limited we compared
the carrying amount of the investment and intercompany receivable balances
to the recoverable amount of the subsidiaries, using the values derived from
the impairment assessments performed for the THG Beauty and THG Nutrition
CGUs. As part of this assessment we also considered the quantum of external
debt that would require repayment.
•
Considered the carrying value of investment in subsidiaries and intercompany
receivables in light of the market capitalisation of theGroup.
Key observations communicated to the Audit Committee
We are satisfied that the carrying value of investments and intercompany receivables are not impaired.
How we scoped our audit to respond to the risk
Our procedures were not impacted by our scoping of account balances, as we performed our responsive audit procedures on the total investment and intercompany
receivable balances.
In the prior year, our auditor’s report included key audit matters in relation to the demerger of THG Ingenuity. In the current year, wehave removed
this as a KAM following the completion of the demerger on2January2025.
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
Independent Auditor’s Report to the members of THG PLC conti nued
Our application of materiality
We apply the concept of materiality in planning
and performing the audit, in evaluating the
effect of identified misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or
misstatement that, individually or in
the aggregate, could reasonably be
expected to influence the economic
decisions of the users of the financial
statements. Materiality provides a basis
fordeterminingthe nature and extent of
ouraudit procedures.
We determined materiality for the Group to be
£8.6 million (2024: £10 million), which is 0.5%
(2024: 0.5%) of Group revenue. We believe
that revenue is the most important benchmark
for users of the financial statements as it is a
key performance indicator within the Group’s
financial reporting and communications to
themarket.
We determined materiality for the Company to
be £8.6 million (2024: £10 million) (capped at
Group materiality).
During the course of our audit, we reassessed
initial materiality set at the planning stage of
the audit, and updated our assessment based
on year end performance.
Performance materiality
The application of materiality at the
individual account or balance level.
It is setat an amount to reduce to an
appropriately low level the probability
that the aggregate of uncorrected and
undetected misstatements exceeds
materiality.
On the basis of our risk assessments, our
judgement was that performance materiality
was 50% (2024: 50%) of our planning
materiality, namely £4.25m (2024: £5.0m).
We have set performance materiality at this
percentage due to the level of errors identified
through the course of the 2024 audit.
Audit work is undertaken on components for
the purpose of responding to the assessed
risks of material misstatement of the group
financial statements. The performance
materiality set for each component is based
onthe relative scale and risk of the component
to the Group as a whole and our assessment
of the risk of misstatement at that component.
In the current year, the range of performance
materiality allocated to components was
£850k to £4.1m (2024: £1.0m to £4.4m).
Reporting threshold
An amount below which identified
misstatements are considered as being
clearly trivial.
We agreed with the Audit Committee that we
would report to them all uncorrected audit
differences in excess of £425k (2024: £500k),
which is set at 5% of planning materiality,
as well as differences below that threshold
that, in our view, warranted reporting on
qualitativegrounds.
We evaluate any uncorrected misstatements
against both the quantitative measures of
materiality discussed above and in light of
other relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the information
included in the Annual Report set out on pages
1 to 110 and 160 to 164, other than the financial
statements and our auditor’s report thereon.
The directors are responsible for the other
information contained within the Annual Report.
Our opinion on the financial statements does
not cover the other information and, except
to the extent otherwise explicitly stated in
this report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the course of the audit or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or
apparent material misstatements, we are
required to determine whether this gives rise
to a material misstatement in the financial
statements themselves. If, based on the work
we have performed, we conclude that there is
a material misstatement of the 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
Act2006
In our opinion, the part of the directors’
remuneration report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
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;
•
the strategic report and the directors’ report
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 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
toyou if, in our opinion:
•
adequate accounting records have not been
kept by the Company, or returns adequate
for our audit have not been received from
branches not visited by us; or
•
the Company financial statements and the
part of the Directors’ Remuneration Report
to be audited 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.
Corporate Governance Statement
We have reviewed the directors’ statement in
relation to going concern, longer-term viability
and that part of the Corporate Governance
Statement relating to the Group and
company’s compliance with the provisions of
the UK Corporate Governance Code specified
for our review by the UK Listing Rules.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the Corporate
Governance Statement is materially consistent
with the financial statements or our
knowledge obtained during the audit:
•
Directors’ statement with regards to the
appropriateness of adopting the going
concern basis of accounting and any
material uncertainties identified set out
onpage 68;
•
Directors’ explanation as to its assessment
of the company’s prospects, the period this
assessment covers and why the period is
appropriate set out on pages 68 and69;
•
Directors’ statement on whether it has a
reasonable expectation that the Group will
be able to continue in operation and meets
its liabilities set out on page 68;
•
Directors’ statement on fair, balanced and
understandable set out on pages 81 and 82;
•
Board’s confirmation that it has carried out
a robust assessment of the emerging and
principal risks set out on pages 62 to 67;
•
The section of the Annual Report that
describes the review of effectiveness of risk
management and internal control systems
set out on pages 60 to 62; and
•
The section describing the work of the audit
committee set out on pages 79 to 83.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement set out on pages
109 and 110, the directors are responsible for
the preparation of the financial statements
and for being satisfied that they give a true
and fair view, and for such internal control as
the directors determine is necessary to enable
the preparation of financial statements that
are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the
Group and 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 Company or to cease operations, or have
no realistic alternative but to do so.
THG PLC Annual Report and Accounts 2025
116
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable
assurance is a high level of assurance, but
is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always
detect a material misstatement when it
exists. Misstatements can arise from fraud
or error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis of these financial statements.
Explanation as to what extent
theaudit was considered capable
of detecting irregularities,
includingfraud
Irregularities, including fraud, are instances
ofnon-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
irregularities, including fraud. 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 or intentional misrepresentations,
or through collusion. The extent to which
our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the
prevention and detection of fraud rests with
both those charged with governance of the
company and management.
•
We obtained an understanding of the
legal and regulatory frameworks that are
applicable to the Group and determined
thatthe most significant are those
that relate to the reporting framework
(UK-adopted IAS, Companies Act 2006,
theUK Corporate Governance Code and
theListing Rules of the UK Listing Authority)
and the relevant tax compliance regulations
in the jurisdictions in which THGPLC
operates. In addition, we concluded that
there are certain significant laws and
regulations that may have an effect on
the determination of the amounts and
disclosures in the financial statements
and those laws and regulations relating
to health and safety, employee matters,
environmental, manufacturing, marketing
and advertising, data protection and privacy,
and bribery and corruption practices.
•
We understood how THG PLC is complying
with those frameworks by making enquiries
of management, internal audit, those
responsible for legal and compliance
procedures and the Company Secretary.
We corroborated our enquiries through
our review of Board minutes, internal audit
reports and papers provided to the Audit
Committee and Risk Committee.
•
We assessed the susceptibility of the
Group’s financial statements to material
misstatement, including how fraud might
occur by meeting with management
and those charged with governance to
understand where it considered there was
a susceptibility to fraud. We also considered
performance targets and the propensity
to influence efforts made by management
to manage earnings. Where the risk was
considered to be higher, we performed
audit procedures to address each identified
fraud risk. These procedures included
testing higher risk journal entries and were
designed to provide reasonable assurance
that the financial statements were free
from fraud and error.
•
Based on this understanding we
designed our audit procedures to identify
non-compliance with such laws and
regulations. Our procedures involved journal
entry testing, with a focus on consolidation
journals and journal entries indicating
large or unusual transactions based on
our understanding of the business. We
performed inquiries of internal and external
legal counsel, reviewed material items
within the Group’s legal expenses, and
reviewed media coverage of the Group
to identify whether there were relevant
matters that had not been brought to
our attention through discussions with
management. In addition, we completed
procedures to conclude on the compliance
of the disclosures in the Annual Report
and Accounts with the requirements
of the relevant accounting standards,
UK legislation and the UK Corporate
Governance Code 2018.
•
As disclosed in the Audit Committee Report,
the Company received a comment letter
from the FRC in the year. We noted that
the Directors had performed appropriate
and timely assessment of the sufficiency
of reserves to make the dividend in
specie recorded in the 2024 Annual
Report. However, the Company did not file
interim accounts in accordance with the
requirements in the Companies Act. We
have reviewed the legal advice and have
confirmed that the Company has now
remedied by submitting interim accounts.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s
report.
Other matters we are required
toaddress
•
Following the recommendation from
the audit committee we were appointed
by the company in 2011 to audit the
financial statements for the year ending
31December 2011 and subsequent
financialperiods.
The period of total uninterrupted
engagement including previous renewals
and reappointments is 15 years, covering
the years ending 31 December 2011 to
31December 2025.
The Group listed on the London
Stock Exchange for the year ended
31December2020, became a UK PIE and
therefore, at this point mandatory auditor
rotation rules became effective.
•
The audit opinion is consistent with the
additional report to the audit committee.
Use of our report
This report is made solely to the company’s
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken
so that we might state to the company’s
members those matters we are required
to state to them in an auditor’s report and
for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the
company and the company’s members as a
body, for our audit work, for this report, or for
the opinions we have formed.
Karl Havers
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP ,
Statutory Auditor
London
25 March 2026
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
| 2025 | 2024 | ||
| Total | Total | ||
| Note | £’000 | £’000 | |
| Continuing operations | |||
Revenue | 2 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Distribution costs | ( | ( | |
Administrative costs | ( | ( | |
Profit on disposal of subsidiary | 12.1 | ||
Operating profit/(loss) | 3 | ( | |
Finance income | 8 | ||
Finance costs | 8 | ( | ( |
Loss before taxation | ( | ( | |
Income tax credit | 9 | ||
Loss for the financial year from continuing operations | ( | ( | |
| Discontinued operations | |||
Profit/(loss) for the financial year from discontinued operations, net of tax | 12.2 | ( | |
Profit/(loss) for the financial year | ( |
| Other comprehensive income/(expense) | |||
| Items that may be subsequently reclassified to profit or loss: | |||
Exchange differences on translating foreign operations, net of tax | ( | ||
Net loss in cash flow hedges | ( | ( | |
Total comprehensive income/(expense) for the financial year | ( | ||
Basic and diluted loss per share continuing operations (£) | 26 | ( | ( |
Basic and diluted profit/(loss) per share discontinued operations (£) | 26 | ( | |
Basic and diluted profit/(loss) per share (£) | ( | ||
| Adjusted EBITDA | 2025 | 2024 2 | |
| Note | £’000 | £’000 | |
Operating profit/(loss) | ( | ||
| Adjustments for: | |||
Amortisation | 10 | ||
Amortisation of acquired intangibles | 10 | ||
Depreciation | 3 | ||
Adjusted items – cash | 4 | ||
Adjusted items – non-cash | 4 | ||
Adjusted items – non-cash impairment | 4 | ||
Share-based payments | 7 | ||
Profit on disposal of a subsidiary | ( | ||
Adjusted EBITDA 1 |
The comprehensive income/(expense) is 100% attributable to the owners of the parent company.
1. Adjusted EBITDA is defined as operating profit before depreciation, amortisation, share-based payments, profit on disposal of a subsidiary and adjusted items.
2. Adjusted EBITDA for 2024 has been re-presented from £92.1m to £83.3m to remove the separate classification of discontinued categories which totalled £8.7m
toprovide a like-for-like comparison to 2025.
Consolidated statement of comprehensive income
for the year ended 31 December 2025
THG PLC Annual Report and Accounts 2025
118
| 31 December | 31 December | ||
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Non-current assets | |||
Intangible assets | 10 | ||
Property, plant and equipment | 11 | ||
Right-of-use assets | 22 | ||
Other financial assets | 14 | ||
Deferred tax asset | 21 | ||
| Current assets | |||
Assets held for distribution | 12.2 | ||
Inventories | 13 | ||
Trade and other receivables | 15 | ||
Other financial assets | 14 | ||
Current tax asset | |||
Cash and cash equivalents | 16 | ||
Total assets | |||
| Equity | |||
Ordinary Shares | 23 | ||
Share premium | |||
Merger reserve | |||
Capital redemption reserve | |||
Hedging reserve | ( | ( | |
Cost of hedging reserve | |||
FX reserve | |||
Retained earnings | ( | ( | |
| Non-current liabilities | |||
Borrowings | 18 | ||
Other financial liabilities | 14 | ||
Lease liabilities | 22 | ||
Provisions | 19 | ||
Deferred tax liability | 21 | ||
| Current liabilities | |||
Liabilities held for distribution | 12.2 | ||
Contract liability | 20 | ||
Trade and other payables | 17 | ||
Borrowings | 18 | ||
Current tax liability | |||
Lease liabilities | 22 | ||
Provisions | 19 | ||
Other financial liabilities | 14 | ||
Dividend liability | 12.2 | ||
Total liabilities | |||
Total equity and liabilities |
Registered number: 06539496
Consolidated statement of financial position
as at 31 December 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
| Capital | Cost of | |||||||||
| Ordinary | Share | Merger | redemption | FX | Hedging | hedging | Retained | Total | ||
| Shares | premium | reserve | reserve | reserve | reserve | reserve | earnings | equity | ||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 January 2024 | ( | ( | ||||||||
Loss for the year | ( | ( | ||||||||
| Other comprehensive expense: | ||||||||||
Impact of foreign exchange | ||||||||||
| Movement on hedging | ||||||||||
instruments | ( | ( | ||||||||
| Total comprehensive | ||||||||||
(expense)/income for the year | ( | ( | ( | |||||||
Issue of Ordinary Share capital | ||||||||||
Share-based payments | 7 | |||||||||
Deferred tax in equity | 21 | ( | ( | |||||||
Dividend in specie | 12.2 | ( | ( | |||||||
Balance at 31 December 2024 | ( | ( | ||||||||
Balance at | ( | ( | ||||||||
Profit for the year | ||||||||||
| Other comprehensive loss: | ||||||||||
Impact of foreign exchange | ( | ( | ||||||||
| Movement on hedging | ||||||||||
instruments | ( | ( | ||||||||
| Total comprehensive | ||||||||||
(expense)/income for the year | ( | ( | ||||||||
Issue of Ordinary Share capital | ||||||||||
Convertible loan | ||||||||||
Share-based payments | 7 | |||||||||
Reserves movement of demerged entities | ( | ( | ||||||||
Balance at | ( | ( |
Consolidated statement of changes in equity
for the year ended 31 December 2025
THG PLC Annual Report and Accounts 2025
120
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
| Cash flows from operating activities before adjusted cash flows | |||
Cash generated from operations | 25 | ||
Income tax paid | ( | ( | |
Net cash generated from operating activities before adjusted cash flows | |||
Cash flows relating to adjusted items | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Acquisition of subsidiaries net of cash acquired | ( | ||
Proceeds from disposal of subsidiaries (net of cash disposed) | |||
Payments on distribution | 27 | ( | |
Purchase of property, plant and equipment | ( | ( | |
Purchase of intangible assets | ( | ( | |
Interest received | 8 | ||
Net cash from/(used) in investing activities | ( | ||
| Cash flows from financing activities | |||
Proceeds from issuance of Ordinary Shares net of fees | |||
Proceeds from the issue of convertible loan | |||
Interest paid | ( | ( | |
Repayment of lease liabilities | 22 | ( | ( |
Repayment of bank borrowings and loan fees | ( | ( | |
Proceeds from bank borrowings | |||
Net cash flow from financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at the beginning of the year | |||
| Cash and cash equivalents at the end of the year | |||
(including cash held in disposal groups) | 16 | ||
| Cash and cash equivalents held in disposal group presented | |||
as held for distribution at the end of the year | |||
Cash and cash equivalents at the end of the year |
Consolidated statement of cash flows
for the year ended 31 December 2025
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
1. Accounting policies
The Group’s key accounting policies are
set out below. These policies have been
prepared on the basis of the recognition and
measurement requirements of IFRS standards
in effect that apply to accounting periods
beginning on or after 1 January 2025 and
have been applied to 2024 comparatives
where applicable.
Notes to the consolidated financial statements
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
1. Accounting policies continued
Notes to the consolidated financial statements conti nued
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
1. Accounting policies continued
m. Contract liabilities continued
Notes to the consolidated financial statements conti nued
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
Segment | Activities |
THG Beauty | A digital-first brand owner, retailer and manufacturer in the prestige beauty market, with a portfolio of own brands across |
| skincare, haircare and cosmetics. Through its retail websites, including Lookfantastic, Dermstore and Cult Beauty, it is a | |
| route to market globally for third-party premium brands. | |
THG Nutrition | A group of digital-first nutrition brands, which includes the world’s largest online sports nutrition brand Myprotein and |
| its family of brands (Myvegan, Myvitamins, MP Activewear and MyPRO), with a vertically integrated business model | |
| supported by global THG production facilities. |
| FY 2025 | |||||||
| Total | Amortisation | Continuing | |||||
| reportable | Adjusted | and | operations | ||||
| THG Beauty | THG Nutrition | Central PLC | segments | items | depreciation | Statutory | |
| 2025 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Revenue | 1,107,864 | 609,130 | — | 1,716,994 | 883 | — | 1,717,877 |
Gross profit | 435,553 | 263,349 | — | 698,902 | (10,091) | (813) | 687,998 |
Margin % | 39.3% | 43.2% | — | 40.7% | — | — | 40.0% |
Adjusted EBITDA | 65,790 | 28,755 | (17,953) | 76,592 | — | — | 76,592 |
Margin % | 5.9% | 4.7% | — | 4.5% | — | — | 4.5% |
Depreciation | — | — | — | — | — | — | (32,459) |
Amortisation | — | — | — | — | — | — | (58,406) |
Share-based payments | — | — | — | — | — | — | (7,903) |
Profit on sale of a subsidiary | — | — | — | — | — | — | 60,537 |
Adjusted items | — | — | — | — | — | — | (30,227) |
Operating profit | — | — | — | — | — | — | 8,134 |
Finance income | — | — | — | — | — | — | 2,535 |
Finance costs | — | — | — | — | — | — | (80,052) |
Loss before taxation | — | — | — | — | — | — | (69,383) |
Notes to the consolidated financial statements conti nued
THG PLC Annual Report and Accounts 2025
128
| FY 2024 | |||||||
| Total | Amortisation | Continuing | |||||
| reportable | Adjusted | and | operations | ||||
| THG Beauty | THG Nutrition | Central PLC | segments | items | depreciation | Statutory | |
| 20241 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Revenue 1,171,141 | 580,263 | — | 1,751,404 | — | — | 1,751,404 | |
Gross profit | 468,898 | 258,575 | — | 727,473 | (33,562) | (316) | 693,595 |
Margin % | 40.0% | 44.6% | — | 41.5% | — | — | 39.6% |
Adjusted EBITDA | 71,166 | 34,418 | (22,237) | 83,347 | — | — | 83,347 |
Margin % | 6.1% | 5.9% | — | 4.8% | — | — | 4.8% |
Depreciation | — | — | — | — | — | — | (24,824) |
Amortisation | — | — | — | — | — | — | (65,386) |
Share-based payments | — | — | — | — | — | — | (16,579) |
Adjusted items | — | — | — | — | — | — | (124,453) |
Operating loss | — | — | — | — | — | — | (147,895) |
Finance income | — | — | — | — | — | — | 9,049 |
Finance costs | — | — | — | — | — | — | (63,554) |
Loss before taxation | — | — | — | — | — | — | (202,400) |
| 2025 | 2024 | |
| £’000 | £’000 | |
UK | 909,755 | 820,517 |
USA | 296,957 | 362,874 |
Europe | 351,037 | 362,489 |
Rest of the world | 160,128 | 205,524 |
1,717,877 | 1,751,404 |
| 2025 | 2024 | |
| £’000 | £’000 | |
UK | 582,998 | 624,541 |
Europe | 45,353 | 42,270 |
Rest of the world | 380,307 | 385,728 |
1,008,658 | 1,052,539 |
| 2025 | 2024 | ||
| £’000 | £’000 | ||
| Operating profit/(loss) has been arrived at after charging/(crediting): | |||
Adjusted items – cash | 4 | 14,299 | 24,547 |
Adjusted items – non-cash | 4 | 6,400 | 42,440 |
Adjusted items – non-cash impairment | 4 | 9,528 | 57,466 |
Employee costs | 136,338 | 142,253 | |
Share-based payments | 7 | 7,903 | 16,579 |
Depreciation on fixed assets | 11 | 12,012 | 13,092 |
Depreciation on right-of-use assets | 22 | 20,447 | 11,732 |
Amortisation | 10 | 16,520 | 19,880 |
Amortisation of acquired intangibles | 10 | 41,886 | 45,506 |
Net foreign exchange gain | (35) | (37) |
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4. Adjusted items
Adjusted items represent material non-recurring items, including costs relating to acquisitions, disposals and significant strategic programmes,
some of which may span multiple reporting periods. These items are excluded from Adjusted EBITDA as management believe their inclusion
distorts the underlying trading performance. This is consistent with the way that financial performance is measured by management and reported
to the Board.
| 2025 | 2024 | |
| £’000 | £’000 | |
| Within revenue | ||
Other legal and professional revenue | 296 | — |
Revenue generated by loss-making brands and emerging territories arising from the strategic review | (1,179) | — |
(883) | — | |
| Within cost of sales | ||
Loss on disposal arising from the exit of discontinued or loss-making categories | 1,166 | 24,742 |
Inventory provision following strategic review and commercial rebrand | 2,976 | 8,820 |
Costs following the outcome of the strategic review of loss-making brands and emerging territories | 6,832 | — |
10,974 | 33,562 | |
| Within distribution costs | ||
Transportation, delivery and fulfilment costs | 721 | 1,268 |
721 | 1,268 | |
| Within administrative costs | ||
Impairment of assets – THG Experience | 589 | 14,854 |
Impairment of assets – discontinued categories | 8,939 | 57,466 |
Loss on property portfolio restructure | 963 | 528 |
Loss on disposal arising from the exit of discontinued or loss-making categories | — | 259 |
Costs following the outcome of the strategic review of loss-making brands and emerging territories | 1,193 | 172 |
Restructuring costs | 3,228 | 5,582 |
Acquisitions – restructuring and integration | 148 | 3,047 |
Onerous contracts | — | 7,075 |
Other legal and professional costs | 4,355 | 640 |
19,415 | 89,623 | |
Total adjusted items before tax | 30,227 | 124,453 |
Tax impact | (7,573) | (5,095) |
Total adjusted items | 22,654 | 119,358 |
Cash adjusting items before tax 1 | 14,299 | 24,547 |
1. Cash adjusting items before tax total £14.3m (2024: £24.5m) reflecting the total cash before tax expected to be paid. This differs from the consolidated statement of
cash flows which also reflects the timing of such payments. Cash paid in 2025 totalled £17.8m.
Revenue and costs relating to the outcome of the strategic review of loss-making brands and
emerging territories
In 2025, the Group initiated a strategic review of the operating models within THG Nutrition’s Asia and India operations, as well as the THG
Beauty Brands portfolio. The review focused on territories and brands identified as emerging or loss-making given the challenging commodity
and macroeconomic backdrop. As a result, strategic changes have been implemented across these operating models to improve profitability and
customer experience. The incremental costs and revenue received associated with the previously adopted models have been recorded within
adjusted items on the basis that the strategic change represents a reset to underlying revenue and costs. Costs included within cost of sales
relate to stock provisions required to reduce stock to its net realisable value as part of the strategic change alongside the incremental costs
that will not recur under the new models. Administrative costs include the costs of advisers and contractors supporting the strategic transition.
These items are one-off in nature and are not expected to recur following the embedding of the new operating models within 2026.
Within administrative costs, the comparative costs relate to costs recognised following management’s decision to consolidate its previously
acquired warehouses into the existing THG network. These are costs incurred to relocate stock across the fulfilment network, restructuring costs
associated with the dual running of facilities, severance payments, and other third-party costs such as rent and utilities.
Loss on disposal arising from the exit of discontinued or loss-making categories
Consistent with the Group’s ongoing commitment to simplify and streamline operations as part of the strategic review of loss-making categories
and territories, several actions concluded in 2024 with some spanning into 2025.
This includes the sale of some non-core brands and product offerings across THG Beauty. These costs are deemed to be one-off losses to enable
and complete the exit of loss-making areas of the business which resulted in an inventory provision adjustment within cost of sales and asset
impairments within administrative costs to reflect the assets’ recoverable value. In 2024, these costs included the sale of its portfolio of luxury
goods websites (previously THG Luxury) along with some non-core brands and product offerings across THG Beauty and THG Nutrition.
Notes to the consolidated financial statements conti nued
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Inventory provision following strategic review and commercial rebrand
In H2 2023, Myprotein initiated a comprehensive global rebrand, reflecting a pivotal change in strategy aimed at broadening the accessibility of its
products. The Group’s commitment to sustainability, notably reducing waste, underpinned this phased rebrand which spanned several months. This
allowed for the trade through of old brand packaging and drove minimal disposal of stock. Where possible, stock was sold through in line with this
strategy; however, for items that could not be sold, primarily clothing, a one-off stock provision was recognised for discontinued or obsolete items
as part of adjusting items, as these costs are not indicative of the Group’s underlying trade as discounts and marketing expenses associated with
the clearance of associated stock would typically not be incurred. Some similar costs have also been incurred in 2025 as part of the finalisation of
the rebrand, mainly in relation to the vertically integrated supply chain. The rebrand is now complete and no costs are expected in 2026.
Transportation, delivery and fulfilment costs
The conflict in Israel has disrupted international logistics routes, resulting in higher transportation and fulfilment costs as the war continues, which
are not fully passed on to customers. The residual expense is therefore over and above those incurred through the normal course of business.
Impairment of assets – THG Experience
In 2024, the decision to pause refurbishment work on an asset within THG Experience led to an impairment. In 2025 a further impairment of
£0.6m has been charged, following a formal appraisal completed in the year in respect of the expected cost of returning the property at the end
of the term.
Impairment of assets – discontinued categories
Following the decision to discontinue certain beauty brands in 2024 an impairment was charged in the prior year totalling £57.5m. In the current
year, an additional impairment totalling £8.9m has been recognised to write down the assets discontinued to £nil.
Loss on property portfolio restructure
Following a Group review of properties held within its portfolio, leased properties no longer in use have been sold or repurposed. Where vacated
properties are retained, unavoidable costs relating to these sites are incurred over the remaining life of the lease and will continue to be classified
as adjusted items. These remaining lease terms range from two to nine years.
Restructuring costs
Consistent with the strategic review, the Group continues to explore and implement corporate restructuring and evolve its internal operations
where sustainable alternatives are identified. As part of this, the costs incurred are attributable to employee-related severance as part of specific
operational restructuring projects as efficiencies are implemented across the business, notably as AI enables automation. The costs of the
restructuring programme were offset by the annualised saving within six months. These projects, and the costs attached, are expected to be
completed within a 12-month period. The costs have been classified as adjusted items due to the scale of the restructuring undertaken during
the year.
Acquisitions – restructuring and integration
Costs incurred relate to mergers and acquisitions with the comparative being the costs for the integration of Biossance, which was acquired in
December 2023, into the existing THG network. These costs have been incurred from the point of initial acquisition through to completion of the
integration of the businesses. Given the nature of these costs, it is not unusual for these to span more than one accounting period depending on
the date of acquisition and the time required for the integration to be completed.
Onerous contracts
The comparative costs related to a sponsorship agreement the Group entered into in 2023 and an aborted implementation of a Human Resources
enterprise reporting platform (ERP) system, both of which had not delivered the expected commercial returns and were concluded as onerous.
No further costs were incurred in 2025.
Other legal and professional revenue and costs
The Group incurs legal and professional costs that are non-recurring, one-off in nature and not related to trading activities. These costs are
included as adjusted items and can include, but are not limited to, legal costs for one-off matters and other fees associated with investor activities.
The legal and professional costs incurred during 2025 include fees relating to the refinancing completed in the year, other adviser fees for one-off
projects and costs of refunds to customers processed through revenue. The legal and professional costs incurred during 2024 relate to the
transfer to the equity shares (commercial companies) (“ESCC”) category of the Official List.
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Financial Statements
| 2025 | 2024 | |
| £’000 | £’000 | |
Fees in respect of the audit of the consolidated and parent company financial statements | 1,617 | 2,300 |
Total audit fees | 1,617 | 2,300 |
| Other services: | ||
– other assurance services 1 | 100 | 280 |
Total non-audit services | 100 | 280 |
Total fees | 1,717 | 2,580 |
6. Employee costs and Directors’ remuneration
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
Wages and salaries | 121,303 | 273,925 | |
Social security costs | 15,226 | 31,854 | |
Pension costs | 5,809 | 12,621 | |
Share-based payments | 7 | 7,903 | 16,579 |
Total | 150,241 | 334,979 | |
Continuing operations | 150,241 | 160,965 | |
Discontinued operations | — | 174,014 |
The aggregate amount of employee costs included above that have been capitalised within platform development costs was £6.0m (2024:
£47.6m).
The costs incurred in respect of the Executive Directors and Non-Executive Directors, who are regarded as the key management personnel, were
as follows:
| 2025 | 2024 | |
| £’000 | £’000 | |
Wages and salaries | 1,531 | 2,610 |
Social security costs | 217 | 248 |
Pension costs | 1 | 2 |
Total | 1,749 | 2,860 |
Continuing operations | 1,749 | 2,348 |
Discontinued operations | — | 512 |
No retirement benefits are accruing to any of the Directors at 31 December 2025 (2024: £nil).
The average number of employees (including Executive Directors) during the year was:
| 2025 | 2024 | |
| Number | Number | |
Retail | 729 | 1,593 |
Administration | 838 | 1,655 |
Distribution | 1,299 | 3,056 |
Information technology | 46 | 823 |
Total | 2,912 | 7,127 |
Continuing operations | 2,912 | 3,140 |
Discontinued operations | — | 3,987 |
The above table reflects the full-time equivalent (“FTE”) number of employees calculated as an average throughout the year. The total staff
numbers for continuing operations on an actual basis at 1 January 2025 were 3,154 and at 31 December 2025 were 2, 669 .
Notes to the consolidated financial statements conti nued
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132
7. Share-based payments
Overview
The Group operates a share-based compensation plan, under which the Group receives services from employees as consideration for equity
instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the equity instruments is
recognised as an expense in the statement of comprehensive income with the corresponding increase to equity.
Previously issued plans
Senior Leadership Plan
Under the Senior Leadership Plan (“SLT Plan”), share options of the parent are granted to senior executives of the Company, including members of
key management personnel. The awards vest in three equal tranches, annually on 31 December over the three years from grant date. Performance
conditions and targets linked to ESG are attached to a small proportion of the awards to a small number of participants. The fair value of the share
options is the market price of the underlying shares on the grant date. There are no cash settlement alternatives. The Group does not have a past
practice of cash settlement for these options. The Group accounts for the SLT as an equity-settled plan.
Employee Plan
Under the Employee Plan, the Group, at its discretion, may grant share options of the parent to employees other than senior executives. The option
awards will vest in three equal tranches annually on 31 December over the three years from grant date, provided participants remain in continued
employments with the Company at each date. A small number of shares vested in full on 31 December following issue. The fair value of the share
options is the market price of the underlying shares on the grant date.
The contractual term of the share options is three years and there are no cash settlement alternatives for the employees. The Group does not have
a past practice of cash settlement for these awards. The Group accounts for the Employee Plan as an equity-settled plan.
Plans issued in the year
A total of 9,585,327 shares were issued in the 12 months to 31 December 2025. The shares issued during the year are as follows:
•
On 12 August 2025, a total of 115,526 options were granted and vested on the same date.
•
On 3 December 2025, a total 9,469,801 options were granted. The vesting conditions are as follows:
•
9,469,801 awards that vest in three equal tranches, with the first being 31 December following the date of grant. The second and third
tranches for each separate grant will vest on 31 December in the following two years respectively;
| 2025 | 2024 | |
| £’000 | £’000 | |
Expense arising from equity-settled share-based payment transactions | 7,903 | 16,579 |
The following table shows the shares granted and outstanding at the beginning and end of the year:
| 2025 | 2024 | |||
| Weighted | Weighted | |||
| 2025 | average | 2024 | average | |
| Number | exercise | Number of | exercise | |
| of shares | price | shares | price | |
As at 1 January | 88,454,894 | £0.04 | 68,718,060 | £0.04 |
Granted during the year | 9,585,327 | £0.00 | 33,574,120 | £0.02 |
Forfeited during the year | (6,362,060) | £0.04 | (3,854,758) | £0.00 |
Exercised during the year | (21,647,590) | £0.02 | (9,982,528) | £0.00 |
As at 31 December | 70,030,571 | £0.04 | 88,454,894 | £0.04 |
Exercisable as at 31 December | 56,797,472 | £0.05 | 6,072,570 | £0.00 |
The key inputs to calculate the charge are the share price at the date of grant and an assumption around those not remaining in continued
employment, spread across the vesting period. Achievement of performance conditions has been considered where appropriate. The range of
exercise prices are £0.00 to £0.16 (2024: £0.00 to £0.16), and the weighted average remaining contractual life is 7.5 years (2024: 8.3 years).
The weighted average share price at date of exercise of shares exercised during the year was £0.35 (2024: £0.60).
| 2025 | 2024 | |
| £’000 | £’000 | |
| Finance income | ||
Bank interest receivable | 2,535 | 9,049 |
| Finance costs | ||
Bank interest payable and charges | 73,045 | 61,968 |
Interest on lease liabilities 1 | 7,0 07 | 1,586 |
80,052 | 63,554 |
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9. Income tax
The tax credit for the year on continuing operations comprises:
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Current tax | |||
Tax charge for the year | 2,006 | 2,659 | |
Adjustments in respect of prior year | 929 | 1,230 | |
2,935 | 3,889 | ||
| Deferred tax | |||
Origination and reversal of temporary differences | (6,751) | (22,022) | |
Adjustments in respect of prior year | (1,892) | (3,734) | |
21 | (8,643) | (25,756) | |
Total income tax credit | (5,708) | (21,867) |
The difference between the tax as charged in the consolidated statement of profit or loss and tax at the UK standard rate is reconciled below:
| 2025 | 2024 | |
| £’000 | £’000 | |
Loss before taxation from continuing operations | (69,383) | (202,400) |
Profit/(loss) before taxation from discontinued operations | 117,800 | (120,840) |
Profit/(loss) before taxation | 48,417 | (323,240) |
Tax at statutory rate of 25.0% (2024: 25.0%) | 12,104 | (80,810) |
| Tax effects of: | ||
Adjustments in respect of prior year | (963) | (353) |
Expenses not deductible | 625 | 17,011 |
Disposal/demerger of subsidiary entities | (44,986) | — |
Recognised previously unrecognised deferred tax asset | — | (3,700) |
Effect of tax rates in other jurisdictions | (326) | 650 |
Write down of previously recognised deferred tax asset | — | 26,429 |
Amounts not recognised | 29,198 | 40,251 |
Change in recognition of share scheme attributes | (1,360) | 3,422 |
Total income tax (credit)/expense | (5,708) | 2,900 |
Total income tax (credit) – continuing operations | (5,708) | (21,867) |
Total income tax expense – discontinued operations | — | 24,767 |
The main rate of corporation tax in the UK is 25.0%, as this is the rate of UK corporation tax with effect from 1 April 2023. The effective tax rate of
-8.2% (2024: -0.9%) differs from the average statutory rate of 25.0%. This is primarily due to amounts not recognised and the disposal/demerger
of subsidiary entities.
There are amounts not recognised relating primarily to additional tax losses arising in the period, with limited additional taxable temporary
differences being generated totalling £29.2m.
Notes to the consolidated financial statements conti nued
THG PLC Annual Report and Accounts 2025
134
| Platform | ||||||
| development | Intellectual | New product | ||||
| Goodwill | costs | property | Brands | development | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost or valuation | ||||||
At 1 January 2024 | 773,219 | 297,599 | 211,341 | 627,289 | 15,217 | 1,924,665 |
Transfers | — | (1,278) | 137 | — | 528 | (613) |
Additions | — | 50,046 | 14,474 | 591 | 3,043 | 68,154 |
Currency translation | 1,266 | 19 | 1,663 | 1,941 | (12) | 4,877 |
Disposals | (439) | (18,285) | (21,119) | (1,499) | (15) | (41,357) |
Transfers to assets held for distribution | (86,896) | (324,782) | (33,343) | (14,913) | (4,893) | (464,827) |
At 31 December 2024 | 687,150 | 3,319 | 173,153 | 613,409 | 13,868 | 1,490,899 |
Transfers | — | 5,401 | — | — | (5,401) | — |
Additions | — | 244 | 10,488 | — | 6,392 | 17,124 |
Currency translation | (20,107) | (206) | (9,785) | (19,304) | (14) | (49,416) |
Disposals | (30,197) | (248) | (21,465) | (478) | — | (52,388) |
At 31 December 2025 | 636,846 | 8,510 | 152,391 | 593,627 | 14,845 | 1,406,219 |
| Accumulated amortisation | ||||||
At 1 January 2024 | 302,981 | 17 7,102 | 93,200 | 137,661 | 6,338 | 717,282 |
Amortisation | — | 43,725 | 29,555 | 36,661 | 2,558 | 112,499 |
Currency translation | 392 | (4) | 1,086 | 370 | (14) | 1,830 |
Reclassification | — | — | 15,468 | (15,468) | — | — |
Disposals | (428) | (17,684) | (19,762) | (2,099) | (15) | (39,988) |
Impairment loss (net) | 40,521 | — | — | 15,770 | — | 56,291 |
Transfers to assets held for distribution | (85,483) | (199,925) | (24,620) | (3,235) | (2,074) | (315,337) |
At 31 December 2024 | 257,983 | 3,214 | 94,927 | 169,660 | 6,793 | 532,577 |
Amortisation | — | 2,319 | 21,581 | 34,174 | 332 | 58,406 |
Currency translation | (2,197) | (301) | (6,624) | (3,913) | 1 | (13,034) |
Disposals | — | (73) | (16,517) | (113) | — | (16,703) |
Impairment loss | — | — | — | 8,939 | — | 8,939 |
At 31 December 2025 | 255,786 | 5,159 | 93,367 | 208,747 | 7,126 | 570,185 |
| Net book value | ||||||
At 1 January 2024 | 470,238 | 120,497 | 118,141 | 489,628 | 8,879 | 1,207,383 |
At 31 December 2024 | 429,167 | 105 | 78,226 | 443,749 | 7,075 | 958,322 |
At 31 December 2025 | 381,060 | 3,351 | 59,024 | 384,880 | 7,719 | 836,034 |
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10. Intangible assets continued
| Key assumption | |
Discount rate | The post-tax discount rate used is 9.3% (pre-tax rate 10.0%). |
Forecast cash flows | Forecasts are based on assumptions from the Board-approved budget with projections covering a five-year period. |
| The key assumptions within the cash flow forecasts are the future revenue growth and EBITDA margin. The projections | |
| are based on the best estimate of future cash flows, taking into account externally available expectations that the beauty | |
| and online markets will continue to grow at a medium single-digit rate. During the year, THG Beauty has performed in line | |
| with the normalised expected range for both sales and EBITDA and therefore, coupled with the shift in strategy and the | |
| medium-term growth outlook for the prestige beauty market, the Directors believe the forecasts are both reasonable | |
| and consistent. | |
| Long-term | A long-term growth rate of 3.0% was used for cash flows after the five-year period which is based on long-term growth |
| growth rate | rate across the beauty market. |
| Key assumptions | |
Discount rate | The post tax discount rate used is 8.9% (pre-tax rate 9.6%). |
Forecast cash flows | Forecasts are based on assumptions from the Board-approved budget with projections covering a five-year period. The |
| key assumptions within the forecasts are the future revenue growth and EBITDA margin and are in line with market-wide | |
| forecast growth projections. | |
| Long term | A long-term growth rate of 3.0% was used for cash flows after the five-year period which is based on the long-term |
| growth rate | growth rate across sports and nutrition retailing. |
Notes to the consolidated financial statements conti nued
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136
| Leasehold | ||||||
| Computer | improvements | |||||
| Motor | Plant and | Fixtures | equipment | and freehold | ||
| vehicles | machinery | and fittings | and software | buildings | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||||
At 1 January 2024 | 2,263 | 152,963 | 106,865 | 133,150 | 109,607 | 504,848 |
Additions | 137 | 11,935 | 8,712 | 7,053 | 2,474 | 30,311 |
Transfers | 39 | 1,878 | (3,698) | 2,289 | 1,041 | 1,549 |
Currency translation differences | — | (332) | (783) | 142 | (33) | (1,006) |
Disposals | (116) | (2,349) | (1,345) | (780) | (874) | (5,464) |
Transfer to assets held for distribution | (1,893) | (109,492) | (83,062) | (124,692) | (42,431) | (361,570) |
At 31 December 2024 | 430 | 54,603 | 26,689 | 17,162 | 69,784 | 168,668 |
Additions | — | 2,579 | 854 | 190 | 613 | 4,236 |
Transfers | — | 3 | (123) | 2 | 118 | — |
Currency translation differences | 1 | (215) | 318 | (83) | (163) | (142) |
Disposals | (107) | (1,072) | (129) | (102) | (2,026) | (3,436) |
At 31 December 2025 | 324 | 55,898 | 27,609 | 17,169 | 68,326 | 169,326 |
| Accumulated depreciation | ||||||
At 1 January 2024 | 1,757 | 56,370 | 51,056 | 75,468 | 47,026 | 231,677 |
Depreciation (note 3) | 178 | 17,857 | 13,984 | 18,134 | 4,155 | 54,308 |
Transfers | — | 8 | (8) | — | — | — |
Impairment loss | — | 7,328 | — | — | 155 | 7,483 |
Currency translation differences | — | (92) | (224) | 100 | (50) | (266) |
Disposals | — | (2,347) | (1,212) | (780) | (494) | (4,833) |
Transfer to assets held for distribution | (1,773) | (47,492) | (42,213) | (83,675) | (9,438) | (184,591) |
At 31 December 2024 | 162 | 31,632 | 21,383 | 9,247 | 41,354 | 103,778 |
Depreciation (note 3) | 98 | 5,688 | 4,798 | 778 | 650 | 12,012 |
Impairment loss | — | — | (5) | — | — | (5) |
Currency translation differences | — | (379) | 83 | (100) | (183) | (579) |
Disposals | (96) | (1,018) | (86) | (62) | (459) | (1,721) |
At 31 December 2025 | 164 | 35,923 | 26,173 | 9,863 | 41,362 | 113,485 |
| Net book value | ||||||
At 1 January 2024 | 506 | 96,593 | 55,809 | 57,682 | 62,581 | 273,171 |
At 31 December 2024 | 268 | 22,971 | 5,306 | 7,915 | 28,430 | 64,890 |
At 31 December 2025 | 160 | 19,975 | 1,436 | 7,306 | 26,964 | 55,841 |
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| £’000 | |
Proceeds from disposal | 102,814 |
Less: amount deducted at source | (2,149) |
Net proceeds from disposal | 100,665 |
Less: net assets disposed | (39,860) |
Less: disposal-related fees | (268) |
Gain on disposal | 60,537 |
| £’000 | |
Fair value of THG Ingenuity | 501,331 |
Less: carrying value of net assets and liabilities held for distribution | (172,697) |
Less: amounts relating to the finalisation of the demerger agreement in 2025 1 | (89,377) |
Less: intercompany receivable due from THG PLC 2 | (121,457) |
Gain on distribution | 117,800 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Goods held for resale | 205,251 | 200,533 |
Raw materials | 62,704 | 60,301 |
Goods in transit | 4,884 | 4,537 |
272,839 | 265,371 |
Notes to the consolidated financial statements conti nued
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| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Assets as per balance sheet – financial assets | |||
Trade and other receivables excluding non-financial assets | 15 | 70,403 | 70,770 |
Cash and cash equivalents | 16 | 183,099 | 308,622 |
| Assets as per balance sheet – held at fair value through OCI | |||
Derivative financial instruments designated as hedging instruments | 26,468 | 5,317 | |
279,970 | 384,709 | ||
| Liabilities as per balance sheet – other financial liabilities at amortised cost | |||
Bank borrowings | 18 | 430,360 | 604,567 |
Lease liabilities | 22 | 130,813 | 41,370 |
Trade and other payables excluding non-financial liabilities | 17 | 444,952 | 315,042 |
| Liabilities as per balance sheet – other financial liabilities at fair value | |||
Dividend liability | 12.2 | — | 501,331 |
Derivative financial instruments designated as hedging instruments | 63,793 | 58,969 | |
1,069,918 | 1,521,279 | ||
| Derivative financial instruments designated as hedging instruments | |||
FX forwards hedging foreign exchange risk on borrowings | (37,230) | (53,020) | |
Interest rate swaps | (843) | (1,303) | |
FX forwards hedging foreign exchange risk on highly probable future cash flows | 748 | 669 | |
(37,325) | (53,654) |
| Recycled | ||||
| through interest | ||||
| payable in the | ||||
| statement of | ||||
| Impact | Impact | comprehensive | ||
on OCI 1 | on OCI 2 | income | ||
2025 | Notional | £’000 | £’000 | £’000 |
| Notional | ||||
Derivatives hedging foreign exchange risk on borrowings | €445,000,000 | 5,839 | 7,784 | 13,075 |
Derivatives hedging interest rate risk on borrowings | €450,000,000 | (345) | (461) | 290 |
Derivatives hedging foreign exchange risk on future cash flows | £43,608,159 | (59) | (79) | (874) |
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14. Financial assets and liabilities continued
Liquidity risk continued
| Contractual amount | |||||||
| Carrying | Less than | 3 to 12 | 1 to 2 | 2 to 5 | More than | ||
| amount | Total | 3 months | months | years | years | 5 years | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| 31 December 2025: | |||||||
Bank borrowings | 430,360 | 576,542 | 8,590 | 90,832 | 31,581 | 445,539 | — |
Lease liabilities | 130,813 | 192,572 | 5,267 | 15,678 | 20,978 | 60,051 | 90,598 |
Trade payables | 444,952 | 444,952 | 425,280 | 19,672 | — | — | — |
| Derivative financial | |||||||
liabilities | 63,793 | 63,793 | — | 63,793 | — | — | — |
| 31 December 2024: | |||||||
Bank borrowings | 604,567 | 610,339 | — | 112,785 | 497,554 | — | — |
Lease liabilities | 41,370 | 68,943 | 3,015 | 7,363 | 10,426 | 29,828 | 18,311 |
Trade payables | 315,042 | 315,042 | 286,041 | 29,001 | — | — | — |
| Derivative financial | |||||||
liabilities | 58,969 | 58,969 | — | 23,263 | 35,706 | — | — |
Dividend liability | 501,331 | 501,331 | 501,331 | — | — | — | — |
| Effect on | Effect on | Effect on | Effect on | ||
| Change | change in | change in | change in | change in | |
| in foreign | EUR rate 1 | USD rate 2 | PLN rate | JPY rate | |
| exchange rate | £’000 | £’000 | £’000 | £’000 | |
2025 | 5% | (811) | (5,247) | 56 | (8) |
2025 | -5% | 734 | 4,747 | (50) | 7 |
2024 | 5% | (215) | 2,235 | 140 | — |
2024 | -5% | 237 | (2,470) | 652 | — |
Notes to the consolidated financial statements conti nued
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| New leases | Net repayment | Foreign | ||||||
| 1 January | Cash | and Lease | of bank | exchange | 31 December | |||
| 2025 | flows | modifications | borrowings | Disposals | movement | Other | 2025 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Borrowings | 604,567 | (45,999) | — | (180,076) | — | 25,323 | 26,545 | 430,360 |
Lease liabilities | 41,370 | (20,645) | 105,474 | — | (379) | (1,450) | 6,443 | 130,813 |
Total liabilities from financing activities | 645,937 | (66,644) | 105,474 | (180,076) | (379) | 23,873 | 32,988 | 561,173 |
| New leases and | Net repayment | Foreign | ||||||
| 1 January | Cash | Lease | of bank | exchange | 31 December | |||
| 2024 | flows | modifications | borrowings | Disposals | movement | Other | 2024 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Borrowings | 650,037 | (44,954) | — | (22,000) | — | (23,959) | 45,443 | 604,567 |
Lease liabilities | 344,977 | (47,476) | (1,914) | — | (213) | (1,942) | 15,867 | 309,299 1 |
Total liabilities from financing activities | 995,014 | (92,430) | (1,914) | (22,000) | (213) | (25,901) | 61,310 | 913,866 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade receivables | 38,252 | 34,578 |
Less: loss allowance | (222) | (1,122) |
Net trade receivables | 38,030 | 33,456 |
Prepayments | 16,063 | 13,253 |
Accrued income | 18,055 | 22,875 |
Other taxation and social security | 2,170 | 40,374 |
Other receivables | 32,373 | 37,314 |
106,691 | 147,272 |
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15. Trade and other receivables continued
At 31 December 2025, the ageing of trade receivables of continuing operations was as follows:
| 2025 | 2024 | |
| £’000 | £,000 | |
Not due | 31,409 | 23,039 |
0 to 3 months overdue | 5,536 | 3,946 |
More than 3 months overdue | 1,307 | 7,593 |
38,252 | 34,578 |
The movement in the loss allowance of trade receivables of continuing operations was as follows:
| £’000 | |
At 1 January 2025 | 1,122 |
Charge for the year | 130 |
Released | (159) |
Utilised | (846) |
Foreign exchange movement | (25) |
At 31 December 2025 | 222 |
| 0-30 | 31-60 | 61-90 | 90+ | |||
| Current | days | days | days | days | Total | |
Expected credit loss rate | 0.49% | 0.52% | 0.54% | 0.57% | 0.64% | |
Estimated total gross carrying amount at default | 31,409 | 3,026 | (153) | 2,663 | 1,307 | 38,252 |
Expected credit loss | (178) | (18) | 1 | (17) | (10) | (222) |
At 31 December 2025 | 31,231 | 3,008 | (152) | 2,646 | 1,297 | 38,030 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Cash and cash equivalents | 183,099 | 308,622 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade payables | 333,911 | 246,035 |
Accruals | 111,041 | 69,007 |
Other taxation and social security | 19,880 | 27,485 |
464,832 | 342,527 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Carrying amount of trade payables that are part of the Group’s supplier financial arrangement | 32,368 | 44,762 |
Of which suppliers have received payment | 27,445 | 34,770 |
Notes to the consolidated financial statements conti nued
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| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
| Current | |||
Bank borrowings | 69,618 | 112,785 | |
Lease liabilities | 22 | 20,945 | 10,293 |
90,563 | 123,078 | ||
| Non-current | |||
Bank borrowings | 360,742 | 491,782 | |
Lease liabilities | 22 | 109,868 | 31,077 |
470,610 | 522,859 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Loans and other borrowings | (430,360) | (604,567) |
Lease liabilities | (130,813) | (41,370) |
Cash and cash equivalents | 183,099 | 308,622 |
Sub-total | (378,074) | (337,315) |
| Adjustments: | ||
Retranslate debt balance at swap rate where hedged by foreign exchange derivatives | 14,252 | (8,306) |
Net debt | (363,822) | (345,621) |
Net debt adjusted for demerger subleases | (363,822) | (422,521) |
Net debt before lease liabilities | (233,009) | (304,251) |
| Onerous | |||
| Dilapidations | contracts | Total | |
| £’000 | £’000 | £’000 | |
At 1 January 2025 | 12,077 | 6,303 | 18,380 |
Created | 7,964 | 504 | 8,468 |
Utilised | (3,112) | (4,276) | (7,388) |
Released | (637) | — | (637) |
Interest | 546 | — | 546 |
FX on retranslation | (106) | — | (106) |
At 31 December 2025 | 16,732 | 2,531 | 19,263 |
Current | 2,504 | 888 | 3,392 |
Non-current | 14,228 | 1,643 | 15,871 |
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19. Provisions continued
| Current | 1-5 years | 6-10 years | 11-15 years | 16-20 years | 21-25 years | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 31 December 2025 | 4,803 | 2,038 | 1,998 | 245 | 9,068 | 1,270 | 19,422 |
At 31 December 2024 | 2,359 | 914 | 1,980 | — | 15,530 | — | 20,783 |
20. Contract liabilities
| 2025 | 2024 | |
| £’000 | £’000 | |
Contract liabilities | 17,279 | 15,650 |
Contract liabilities are the consideration from the customers for sales where the Group still has an obligation to transfer goods or services, which
relate to THG Beauty and THG Nutrition. The unsatisfied performance obligations of £17.3m as at 31 December 2025 relate to prepaid customer
orders where delivery is expected to occur during 2026. 100% of the transaction price of the unsatisfied contracts as at 31 December 2024 was
recognised as revenue during 2025.
| 2025 | 2024 | |
| £’000 | £’000 | |
Short-term timing differences | (10,170) | (4,725) |
Accelerated capital allowances | (6,851) | (478) |
Business combinations | 105,633 | 122,963 |
Tax losses | (32,758) | (46,366) |
Loan relationships | (11,786) | (15,993) |
Derivatives | (264) | 1,547 |
Other balance sheet amounts | — | 479 |
Total deferred tax liability | 43,804 | 57,427 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Continuing operations | ||
Deferred tax assets | (599) | (4,072) |
Deferred tax liabilities | 44,403 | 63,701 |
Net deferred tax liabilities | 43,804 | 59,629 |
| Discontinued operations | ||
Deferred tax assets | — | (2,705) |
Deferred tax liabilities | — | 503 |
Net deferred tax assets | — | (2,202) |
Notes to the consolidated financial statements conti nued
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| Total | |
| £’000 | |
Opening balance 1 January 2025 | 59,629 |
Credited to the statement of comprehensive income | (8,643) |
Charged to equity | — |
Credited to OCI – exchange difference on translating foreign operations | (4,095) |
Credited to OCI – loss in cash flow hedges | (1,811) |
Movement arising from the acquisition or disposal of business | (1,276) |
Closing balance 31 December 2025 | 43,804 |
| 2025 | 2025 | 2024 | 2024 | |
| Gross amount | Tax affected | Gross amount | Tax affected | |
| £’000 | £’000 | £’000 | £’000 | |
| At 31 December: | ||||
Short-term timing difference (UK) | — | — | 14,538 | 3,635 |
Loan relationships (UK) | 201,349 | 50,337 | 120,572 | 30,143 |
Losses (UK) | 211,639 | 52,910 | 460,526 | 115,132 |
Fixed assets (UK) | — | — | 89,544 | 22,386 |
Losses (US) | — | — | 1,527 | 382 |
| Motor | Plant and | Land and | ||
| vehicles | machinery | buildings | Total | |
| £’000 | £’000 | £’000 | £’000 | |
As at 1 January 2024 | 1,656 | 113 | 301,866 | 303,635 |
Additions | — | — | 25,057 | 25,057 |
Depreciation (note 3) | (614) | (45) | (38,263) | (38,922) |
Lease modifications | (3) | — | (18,531) | (18,534) |
Disposals | — | — | (213) | (213) |
Transfers | — | — | (950) | (950) |
Currency translation differences | (4) | (1) | (1,147) | (1,152) |
Impairment | — | — | (7,372) | (7,372) |
Transfer to assets held for distribution | (807) | (35) | (231,380) | (232,222) |
As at 31 December 2024 | 228 | 32 | 29,067 | 29,327 |
Additions | — | — | 91,372 | 91,372 |
Depreciation (note 3) | (63) | — | (20,384) | (20,447) |
Lease modifications | — | (32) | 19,752 | 19,720 |
Disposals | — | — | (379) | (379) |
Currency translation differences | — | — | (1,956) | (1,956) |
Impairment (note 27) | — | — | (854) | (854) |
As at 31 December 2025 | 165 | — | 116,618 | 116,783 |
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22. Leases continued
| 2025 | 2024 | |
| £’000 | £’000 | |
As at 1 January | 41,370 | 344,977 |
Additions | 83,440 | 15,950 |
Accretion of interest | 6,461 | 15,867 |
Payments | (20,645) | (47,476) |
Lease modifications | 22,034 | (17,864) |
Disposals | (397) | (213) |
Currency translation differences | (1,450) | (1,942) |
Transfer to liabilities held for distribution | — | (267,929) |
As at 31 December | 130,813 | 41,370 |
Current | 20,945 | 10,293 |
Non-current | 109,868 | 31,077 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Depreciation expense on right-of-use assets | 20,447 | 11,732 |
Interest expense on lease liabilities | 6,461 | 1,558 |
26,908 | 13,290 |
23. Share capital and reserves
| Nominal | |||
| 2025 | 2024 | value | |
| Class | Number | Number | £ each |
Ordinary Shares | 1,599,781,137 | 1,322,058,529 | 0.005 |
B Shares | — | 204,081,632 | 0.005 |
D1 Shares | 56,082,651 | 56,082,651 | 0.005 |
D2 Shares | 17,066 | 17,066 | 1 |
E Shares | 48,571,808 | 48,605,750 | 0.005 |
F Shares | 26,685,406 | 26,715,453 | 0.005 |
G Shares | 16,841,351 | 16,885,866 | 0.005 |
Deferred 1 Shares | 204,404,691 | 323,059 | 0.005 |
Deferred 2 Shares | 21,563,860 | 21,563,860 | 0.005 |
1,973,947,970 | 1,696,333,866 |
Notes to the consolidated financial statements conti nued
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25. Cash flow generated from operations
| 2025 | 2024 | ||
| Note | £’000 | £’000 | |
Loss before taxation from continuing operations | (69,383) | (202,400) | |
Profit/(loss) before taxation from discontinued operations | 117,800 | (120,840) | |
Profit/(loss) before taxation | 48,417 | (323,240) | |
| Adjustments for: | |||
Depreciation of property, plant and equipment | 11 | 12,012 | 54,308 |
Depreciation of right-of-use assets | 22 | 20,447 | 38,922 |
Amortisation | 10 | 16,520 | 64,582 |
Amortisation of acquired intangibles | 10 | 41,886 | 47,917 |
Share-based payments | 7 | 7,903 | 16,579 |
Adjusted items | 4 | 30,227 | 146,400 |
Demerger gain | 12.2 | (117,800) | — |
Profit on disposal of subsidiary | 12.1 | (60,537) | — |
Net finance costs | 8 | 77,517 | 68,914 |
| Operating cash flow before adjusting items and before movements | |||
in working capital and provisions | 76,592 | 114,382 | |
Decrease in inventories | (14,543) | 1,280 | |
Decrease in trade and other receivables | 29,076 | 24,500 | |
Decrease in trade and other payables 1 | (28,664) | (9,798) | |
(Decrease)/increase in provisions | (7,662) | 6,084 | |
Foreign exchange gain/(loss) | 35 | (36) | |
Cash generated from operations before adjusting items | 54,834 | 136,412 |
1. Included within trade and other payables is an increase in contract liabilities of £1.6m (2024: increase £5.0m).
Refer to the Chief Financial Officer’s Review on pages 22 to 31 of this report for details regarding undrawn borrowing facilities that may be
available in the future for the operating activities and settling capital commitments.
26. Earnings per share
The following table reflects the income and share data used in the basic and diluted EPS calculations:
2025 | 2024 | |
Loss for the financial year – continuing operations (£’000) | (63,675) | (180,533) |
Profit/(loss) for the financial year – discontinued operations (£’000) | 117,800 | (145,607) |
Total profit/(loss) for the financial year (£’000) | 54,125 | (326,140) |
Weighted average number of Ordinary Shares for basic and diluted EPS | 1,387,523,768 | 1,368,632,773 |
Basic and diluted EPS (£’s) | 0.04 | (0.24) |
Basic and Diluted EPS – continuing operations (£’s) | (0.04) | (0.13) |
Basic and diluted EPS – discontinued operations (£’s) | 0.08 | (0.11) |
The basic loss per share has been calculated by dividing the loss attributable to the Group by the weighted average number of Ordinary Shares
in issue. Loss per share has been calculated with respect to total loss for the year for the Group, including both continuing and discontinued
operations (see note 12.2).
The diluted loss per share has been calculated by adjusting the weighted average number of shares for the effects of the D, E, F and G Shares
assuming full vesting of all potentially dilutive shares. The number of these shares is disclosed in note 23.
Basic and diluted earnings per share are equal since the effect of all potentially dilutive shares outstanding was anti-dilutive.
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| Ordinary | Ordinary | ||
| Shares | Shares | ||
| £ per | 2025 | 2024 | |
| share | Number | Number | |
M J Moulding | 0.005 | 358,233,396 | 269,702,708 |
M J Moulding | 1 | 360 | 360 |
J A Gallemore 1 | 0.005 | 4,216,826 | 4,216,826 |
J A Gallemore 1 | 1 | 3,174 | 3,174 |
D Sanders | 0.005 | 358,487 | 487,487 |
C Allen | 0.005 | 2,548,311 | 2,942,000 |
G Kent | 0.005 | 53,600 | 53,600 |
D Moore | 0.005 | 53,143 | 53,143 |
S Farr | 0.005 | 171,743 | 171,743 |
H Jones | 0.005 | 134,084 | 134,084 |
I McDonald 2 | 0.005 | n/a | 2,691,419 |
365,773,124 | 280,456,544 |
| 2025 | 2024 | ||||
| Subscription/ | Subscription/ | ||||
| exercise price | exercise price | 2025 | 2024 | ||
| Date of award | £ | £ | Number | Number | |
M J Moulding | Dec-19 | 0.23 | 0.23 | 43,641,266 | 43,641,266 |
M J Moulding | Aug-20 | 0.33 | 0.33 | 20,197,808 | 20,197,808 |
M J Moulding | Aug-20 | 0.28 | 0.28 | 7,733,792 | 7,733,792 |
J A Gallemore 1 | Dec-19 | 0.23 | 0.23 | 185,476 | 185,476 |
J A Gallemore 1 | Aug-20 | 0.33 | 0.33 | 2,666,963 | 2,666,963 |
J A Gallemore 1 | Aug-20 | 0.28 | 0.28 | 4,000,537 | 4,000,537 |
I McDonald 2 | Dec-19 | n/a | 0.23 | n/a | — |
78,425,842 | 78,425,842 |
Notes to the consolidated financial statements conti nued
THG PLC Annual Report and Accounts 2025
148
| 2025 | 2024 | |
| £’000 | £’000 | |
Right-of-use asset | 9,358 | 12,742 |
Lease liability | 25,025 | 24,025 |
Depreciation arising on right-of-use assets | 4,520 | 2,764 |
Expense recognised in financing costs | 1,233 | 991 |
Impairment arising on property, plant and equipment | 854 | 7,372 |
| Residual lease | ||
| term at | 2025 | |
| date of | rent | |
| Number of properties | divestment | £’000 |
6 | 0-4 years | 360 |
9 | 9-10 years | 1,998 |
1 | 18-24 years | 738 |
16 | 3,096 |
| Amount | Amounts | |
| owed by | owed to | |
| related | related | |
| parties | parties | |
| £’000 | £’000 | |
Aghoco 1422 Ltd | — | 800,000 |
Allenby Square Ltd | — | 2,400,000 |
THG Gadbrook PropCo Ltd | — | 549,012 |
— | 3,749,012 |
2025 | Proforma 2024 1 | |||
| Sale of | Purchase of | Sale of goods/ | Purchase of | |
| goods/services | goods/services | services | goods/services | |
| £’000 | £’000 | £’000 | £’000 | |
THG Ingenuity | 9,365 | 495,425 | 12,278 | 506,681 |
| 2025 | |
| £’000 | |
Right-of-use asset | 76,390 |
Lease liability | 76,901 |
Depreciation arising on right-of-use assets | 7,360 |
Expense recognised in financing costs | 4,951 |
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27. Related Party Transactions continued
| 2025 | ||
| Residual lease | rent | |
| Number of properties | term | £’000 |
3 | 0-4 years | 3,870 |
1 | 9-10 years | 723 |
3 | 18-24 years | 5,330 |
7 | 9,923 |
| Amount | Amounts | |
| owed by | owed to | |
| related parties | related parties | |
| £’000 | £’000 | |
FIC Shareco Limited | 674 | 67,306 |
The Hut.com Poland | — | 311 |
THG International LLC | — | 1,000 |
674 | 68,617 |
| Registered | Country of | Nature of | |
| Subsidiary | office | incorporation | business |
The Hut Holdings Limited | 1 | England and Wales | Dormant |
Cend Limited | 1 | England and Wales | Holding company |
Ensco 818 Limited | 1 | England and Wales | Holding company |
Mankind Holdings Limited | 2 | Guernsey | Holding company |
Mankind Direct Limited | 1 | England and Wales | Dormant |
Lookfantastic Group Limited | 1 | England and Wales | Holding company |
Lookfantastic.com Ltd | 1 | England and Wales | Holding company |
Lookfantastic Franchising Limited | 1 | England and Wales | Holding company |
Lookfantastic Salons Limited | 1 | England and Wales | Holding company |
Exante Diet Limited | 1 | England and Wales | Dormant |
Bike Kit Limited | 1 | England and Wales | Dormant |
CNP Professional Holdings Limited | 2 | Guernsey | Holding company |
MyVitamins Limited | 1 | England and Wales | Dormant |
HQ Hair Limited | 2 | Guernsey | Holding company |
Cend International Limited | 1 | England and Wales | Holding company |
Mama Mio Limited | 1 | England and Wales | Holding company |
Mama Mio Distribution Limited | 1 | England and Wales | Dormant |
Mama Mio US, LLC | 5 | USA | Holding company |
Gadbrook Limited | 1 | England and Wales | Holding company |
THG International Limited | 1 | England and Wales | Marketing company |
The Hut Group International (Shanghai) Co Limited | 7 | China | Licence holding company |
PC Beauty Inc. | 1 | USA | Holding company |
Notes to the consolidated financial statements conti nued
THG PLC Annual Report and Accounts 2025
150
| Registered | Country of | Nature of | ||
| Subsidiary | office | incorporation | business | |
Performance Supplements LLC | 5 | USA | Holding company | |
Salu Australia PTY Limited | 11 | Australia | Holding company | |
Skincarestore Australia PTY Limited | 11 | Australia | Online retailing | |
Salu Beauty, LLC | 1 | USA | Holding company | |
THG Beauty Aus Pty Ltd (previously RY.com.au Pty Limited) | 11 | Australia | Online retailing | |
Media Ark Limited | 1 | England and Wales | Holding company | |
Illamasqua (Holdings) Limited | 1 | England and Wales | Holding company | |
Illamasqua Limited | 1 | England and Wales | Holding company | |
Beauty Box Beteiligungen GmbH | 12 | Germany | Holding company | |
Beauty Trend Holding GmbH | 12 | Germany | Online retailing | |
Beauty Trend GmbH | 12 | Germany | Online retailing | |
Jade 1150. GmbH | 12 | Germany | Holding company | |
Beauty Trend S.A.S France | 3 | France | Holding company | |
GlossyBox Sweden Holding UG | 12 | Germany | Holding company | |
GlossyBox Sweden AB | 17 | Sweden | Online retailing | |
GlossyBox United Kingdom Holding GmbH | 12 | Germany | Holding company | |
Beauty Trend UK Limited | 1 | England and Wales | Online retailing | |
VRB GmbH & Co. B-149 KG | 12 | Germany | Holding company | |
Beauty Trend USA Inc. | 5 | USA | Online retailing | |
EI Spa Holdings (UK) Limited | 1 | England and Wales | Holding company | |
ESPA International (UK) Limited | 1 | England and Wales | Holding company | |
Primavera Aromatherapy Limited | 1 | England and Wales | Holding company | |
ESPA International (US) LLC | 5 | USA | Holding company | |
ESPA International FZE | 8 | UAE | Holding company | |
Make Money Limited | 1 | England and Wales | Holding company | |
M Beauty Limited | 1 | England and Wales | Holding company | |
Acheson & Acheson Limited | 1 | England and Wales | Manufacturing | |
1010 | Products Limited | 1 | England and Wales | Dormant |
Ameliorate Skincare Limited | 1 | England and Wales | Holding company | |
Great John Street Hotel Limited | 1 | England and Wales | Hotel operator | |
THG Trustee Limited 1 | 1 | England and Wales | Trustee of EBT | |
THG Nutrition US Inc. | 1 | USA | Holding company | |
Myprotein Japan K.K. | 6 | Japan | Online retailing | |
Colorist Christophe Robin S.A.S. | 18 | France | Online retailing | |
Colorist Christophe Robin US LLC | 5 | USA | Holding company | |
THG General Trading LLC | 15 | UAE | Online retailing | |
David Berryman Ltd | 1 | England and Wales | Online retailing | |
David Berryman Holdings Limited | 1 | England and Wales | Holding company | |
Fair Juice Limited | 1 | England and Wales | Dormant | |
THG 100 | KING STREET LIMITED | 1 | England and Wales | Holding company |
Lion/Wrinkle Holdings, LLC | 1 | USA | Holding company | |
Lion/Wrinkle Parent LLC | 1 | USA | Holding company | |
Lion/Wrinkle Intermediate LLC | 1 | USA | Holding company | |
N.V. Perricone LLC | 5 | USA | Holding company | |
Perricone MD Cosmeceuticals UK Limited | 1 | England and Wales | Holding company | |
THG Intermediate OpCo Limited | 1 | England and Wales | Holding company | |
THG Operations Holdings Limited | 1 | England and Wales | Holding company | |
THG Intermediate Holdings Limited 1 | 1 | England and Wales | Holding company | |
THG Shelfco Limited | 1 | England and Wales | Holding company | |
THG Beauty USA LLC | 5 | USA | Online retailing | |
The Protein Lab (UK) Limited | 1 | England and Wales | Manufacturing | |
Brighter Foods Limited | 1 | England and Wales | Manufacturing | |
Bentley Laboratories Blocker Company | 5 | USA | Holding company | |
Bentley Laboratories LLC | 10 | USA | Manufacturing | |
Cult Beauty Limited | 1 | England and Wales | Holding company | |
THG Beauty Limited | 1 | England and Wales | Online retailing | |
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
| Registered | Country of | Nature of | |
| Subsidiary | office | incorporation | business |
THG Beauty Singapore PTE Limited | 13 | Singapore | Online retailing |
THG Luxury Limited | 1 | England and Wales | Online retailing |
THG Nutrition Limited | 1 | England and Wales | Online retailing |
THG AUS Nutrition PTY Limited | 11 | Australia | Online retailing |
THG Nutrition India Private Limited | 14 | India | Online retailing |
THG Nutrition Singapore PTE Limited | 13 | Singapore | Online retailing |
THG Nutrition Poland s.p.z.o.o | 4 | Poland | Online retailing |
THG Beauty Europe GmbH | 12 | USA | Online retailing |
THG Shared Services Limited | 1 | England and Wales | Shared Service centre |
THG Shared Services AUS PTY Limited | 11 | Australia | Shared Service centre |
THG Shared Services Poland sp.z.o.o | 4 | Poland | Shared Service centre |
THG Shared Services US LLC | 9 | USA | Shared Service centre |
THG Beauty Trading LLC | 16 | UAE | Online retailing |
THG Insurance Limited 1 | 2 | Guernsey | Holding company |
Dermstore LLC | 1 | USA | Holding company |
THG Beauty I2 Limited | 1 | England and Wales | Online retailing |
THG Nutrition OM Limited | 1 | England and Wales | Online retailing |
Notes to the consolidated financial statements conti nued
28. Subsidiary undertakings continued
THG PLC Annual Report and Accounts 2025
152
Name | Company number | |
Ensco 818 Limited | 7459909 | |
Lookfantastic Group Limited | 5381562 | |
Illamasqua (Holdings) Limited | 6116121 | |
EI Spa Holdings (UK) Limited | 9317257 | |
Make Money Limited | 5880897 | |
THG Intermediate Holdings Limited | 12526036 | |
Lookfantastic.com Ltd | 3519634 | |
Mankind Direct Limited | 4112104 | |
Cend Limited | 4067712 | |
THG Shared Services Limited | 13515579 | |
The Protein Lab (UK) Limited | 8491800 | |
THG Nutrition Limited | 13400484 | |
Gadbrook Limited | 9867117 | |
Lookfantastic London Limited | 6338404 | |
Mama Mio Distribution Limited | 7721655 | |
Fair Juice Limited | 6494686 | |
Beauty Trend UK Limited | 7569585 | |
THG International Limited | 10523712 | |
Illamasqua Limited | 6301971 | |
Primavera Aromatherapy Limited | 2053064 | |
M Beauty Limited | 5850964 | |
THG 100 | KING STREET LIMITED | 12938227 |
Cend International Limited | 8651475 | |
ESPA International (UK) Limited | 2742156 | |
Acheson & Acheson Limited | 2764368 | |
Great John Street Hotel Limited | 7973960 | |
THG Beauty Limited | 13400467 | |
THG Luxury Limited | 13515580 | |
Media Ark Limited | 6127322 | |
Ameliorate Skincare Limited | 3427037 | |
THG Trustee Limited | 10511000 | |
THG Intermediate OpCo Limited | 12297092 | |
David Berryman Holdings Limited | 10392135 | |
David Berryman Ltd | 2185279 | |
Perricone MD Cosmeceuticals UK Limited | 6471993 | |
Lookfantastic Franchising Limited | 5382066 | |
Lookfantastic Salons Limited | 6310534 | |
Mama Mio Limited | 5251791 | |
Brighter Foods Limited | 8815259 | |
Cult Beauty Limited | 6195011 | |
Bike Kit Limited | 8317188 | |
The Hut Holdings Limited | 7002848 | |
Exante Diet Limited | 7126424 | |
1010 | Products Limited | 3402920 |
Myvitamins Limited | 8179216 | |
THG Shelfco Limited | 13120197 | |
THG Beauty I2 Limited | 16379955 | |
THG Nutrition OM Limited | 16379964 | |
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
Company statement of financial position
as at 31 December 2025
Note
2025
£’000
2024
£’000
Non-current assets
Investments 5 12,903 5,000
12,903 5,000
Current assets
Receivables 6 1,680,600 1,582,356
Assets held for distribution 7 — 501,331
Cash 34,196 47,860
1,714,796 2,131,547
Payables: amounts falling due within one year 8 (26,112) (514,962)
Net current assets 1,688,684 1,616,585
Total assets less current liabilities 1,701,587 1,621,585
Provisions for liabilities 9 (414) (689)
Net assets 1,701,173 1,620,896
Capital and reserves
Called-up share capital 10 9,606 8,219
Share premium 2,207,500 2,117,148
Merger reserve — 615
Capital redemption reserve 523 523
Loss for the year (19,365) (173,572)
Retained earnings (497,091) (332,037)
Total Shareholders’ funds 1,701,173 1,620,896
The financial statements on pages 154 to 159 were approved by the Board of Directors on 25 March 2026 and were signed on its behalf by:
Damian Sanders
Chief Financial Officer
Registered number: 06539496
THG PLC Annual Report and Accounts 2025
154
Company statement of changes in equity
for the year ended 31 December 2025
Ordinary
Shares
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 1 January 2024 7,072 2,024,824 615 523 152,715 2,185,749
Loss for the year — — — — (173,572) (173,572)
Issue of Ordinary Share capital 1,147 92,324 — — — 93,471
Share-based payment — — — — 16,579 16,579
Dividend in specie (note 4) — — — — (501,331) (501,331)
Balance at 31 December 2024 8,219 2,117,148 615 523 (505,609) 1,620,896
Balance at 1 January 2025 8,219 2,117,148 615 523 (505,609) 1,620,896
Loss for the year — — — — (19,365) (19,365 )
Issue of Ordinary Share capital 343 21,074 — — — 21,417
Convertible loan 1,044 69,278 — — — 70,322
Share-based payment — — — — 7,903 7,903
Reserves movement of demerged entities — — (615) — 615 —
Balance at 31 December 2025 9,606 2,207,500 — 523 (516,456) 1,701,173
THG PLC Annual Report and Accounts 2025
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
Notes to the Company financial statements
1. Accounting policies
The principal accounting policies have been
applied in accordance with ‘Financial Reporting
Standard 101 Reduced Disclosure Framework’
(“FRS 101”) and are detailed below. The policies
have been applied consistently throughout
both the current and precedingyear.
a. Basis of preparation
The Company financial statements have been
prepared in accordance with United Kingdom’s
Generally Accepted Accounting Practice,
including Financial Reporting Standard 101
Reduced Disclosure Framework (“FRS 101”),
and in accordance with the provisions of the
Companies Act 2006. The Company has taken
advantage of section 408 of the Companies
Act 2006 not to present the parent company
profit and loss account. The loss for the
financial year in the financial statements of
the Company is £19.4m (2024: £173.6m). The
financial statements have been prepared on
the historical cost basis.
In accordance with FRS 101, the Company has
taken advantage of the following disclosure
exemptions:
•
Company cash flow statement and
relatednotes
•
Disclosures required by IFRS 2 Share-based
Payments
•
Disclosures required by IFRS 7 Financial
Instrument Disclosures
•
Disclosure of Related Party Transactions
There have been no new or amended
accounting standards or interpretations
adopted during the year that have had a
significant impact on the Company’s financial
statements.
There are no standards, interpretations or
amendments to IFRS that have been issued
but are not yet effective that are expected
to have a material impact on the Company’s
financial statements.
b. Taxation and deferred taxation
Current tax including UK corporation tax is
provided at amounts expected to be paid or
recovered using the tax rates and laws that
have been enacted or substantively enacted
by the balance sheet date.
Deferred taxation is provided in full on timing
differences that result in an obligation at the
balance sheet date to pay more tax, or a
right to pay less tax, at a future date, at rates
expected to apply when they crystallise based
on current tax rates and law.
Temporary differences arise from the inclusion
of items of income and expenditure in
taxation computations in periods different
from those in which they are included in the
financial statements. Deferred tax assets are
recognised to the extent that it is regarded
as more likely than not that they will be
recovered. Deferred tax assets and liabilities
are not discounted.
c. Financial instruments
Financial assets and financial liabilities are
recognised on the Company’s balance sheet
when the Company becomes a party to the
contractual provisions of the instrument.
The most significant financial asset relates to
an intercompany debtor, representing funding
requirements within the Group. Management
have considered all aspects of IFRS 9 with
respect to recognising the appropriate value of
this financial instrument at the balance sheet
date, including credit risk, and have concluded
that this has not adversely changed since
initial recognition.
d. Financial liabilities and equity
Financial liabilities and equity instruments are
classified according to the substance of the
contractual arrangements entered. An equity
instrument is any contract that evidences a
residual interest in the assets of the Company
after deducting all its liabilities.
e. Investments in subsidiaries
Investments in subsidiaries are held at cost,
less any provision for impairment. Where
equity-settled share-based payments are
granted to the employees of subsidiary
companies, the fair value of the award is
treated as a capital contribution by the
Company and the investments in subsidiaries
are adjusted to reflect this capital contribution
f. Share-based payments
The Group operates share-based
compensation plans, under which the
Group receives services from employees
as consideration for equity instruments
(options) of the Company. The fair value of
the employee services received in exchange
for the grant of the equity instruments is
recognised as an increase to investments in
the statement of comprehensive income. The
total charge is recognised over the vesting
period, which is the period over which all the
specified vesting conditions are to be satisfied.
At the end of each reporting period, the Group
revises its estimates of the number of equity
instruments that are expected to vest based
on the non-market vesting conditions along
with taking account of any equity instruments
that may have been cancelled or modified
in the period. It recognises the impact of the
revision to original estimates, if any, in the
statement of comprehensive income with a
corresponding adjustment to equity. Note 7 in
the consolidated financial statements details
the schemes in place.
g. Dividends received
Dividends received from subsidiaries are
recognised in the statement of comprehensive
income when the right to receive payment
is established, unless the equity method is
used, in which case the dividend is recognised
as a reduction of the carrying amount of the
investment.
h. Dividend liability
The prior year dividend liability is measured at
the fair value of the assets to be distributed
at the date the distribution is approved. The
liability is remeasured at each reporting
date and at the date of settlement, with any
changes in fair value recognised directly in
equity. On settlement, the difference between
the carrying amount of the asset distributed
and the amount of the dividend liability is
recognised in profit or loss.
i. Critical accounting judgements
and key sources of estimation
uncertainty
Critical accounting judgements
Impairment of investments
The carrying amounts of the Company’s
investments are reviewed at each reporting
date to determine whether there is any
indication of impairment in accordance
with the accounting policy set out in note
1 of the consolidated financial statements.
The Company considers impairment of its
investments in subsidiaries by estimating the
recoverable amounts of its investments. In
performing this assessment, Management
have considered the cash flows at a Group
consolidated level adjusted for applicable
intercompany borrowings and external
borrowings net of cash held at a subsidiary
level. An impairment of £nil (2024: £552.9m)
has been recognised (see note 5 for more
information). Note 11 in the consolidated
financial statements details the assumptions
used together with an analysis of the
sensitivity to changes in key assumptions
which could impact the Group-level
assessment. There are no critical assumptions
in respect of the parent-level adjustments
which would reasonably change to the overall
assessment performed.
Key sources of estimation uncertainty
Recoverability of intercompany
receivables
The Company uses estimates to determine
the recoverability of amounts due from its
subsidiaries. Under IFRS 9, the carrying
amounts of receivables from other Group
subsidiaries are required to be assessed for
recoverability on a forward-looking basis
through the recognition of an expected
credit loss (“ECL”) provision. This requires the
estimation of loss given default (“LGD”) and
probability of default (“PD”) to compute the
ECL, which is deemed to reflect the risk over
recoverability of intercompany debtors.
The Group external credit risk ratings have
been used as the primary measure of PD.
Management consider this to be a reasonable
metric of the Company as a result of the
funding arrangements in place and as these
ratings provide an independent view as
to financial health and market sentiment,
including the impact of macroeconomic
factors.
THG PLC Annual Report and Accounts 2025
156
Other sources of internal and external information are also used in determining the final PD applied, including financial forecasts, financing
arrangements and an assessment as to significant changes in credit risk and default events of each borrower.
Valuation of dividend liability
The prior year dividend liability is measured at the fair value of the assets to be distributed at the date the distribution is approved. Determining the
appropriate valuation required judgement, including assessing the fair value of the business based on comparable transactions, market conditions,
and internal financial projections.
2. Employee costs and numbers
2025
£’000
2024
£’000
Short-term employee benefits 541 993
Social security costs 217 187
Pension costs 1 2
759 1,182
The average number of employees during the year was two (2024: three).
3. Auditor’s remuneration
Amounts paid to the Company’s External Auditor are disclosed in note 5 of the Group’s consolidated financial statements.
4. Dividend received
In 2024, a dividend was received from the Company’s immediate subsidiary to reflect the receipt of the investment of THG Ingenuity in advance
ofdemerger:
2025
£’000
2024
£’000
Dividend received — 501,331
5. Fixed asset investments
Fixed asset investments comprise investments in subsidiary undertakings.
2025
£’000
2024
£’000
At 1 January 5,000 541,303
Additions – share-based payments 7,903 16,579
Additions – dividend received (note 4) — 501,331
Transfer to assets held for distribution (note 7) — (501,331)
Impairment — (552,882)
At 31 December 12,903 5,000
No impairment has been recognised in respect of fixed asset investments. The recoverable value for the investment in THG Intermediate Holdings
Limited was determined with reference to the recoverable amount of the Group’s trading entities, utilising the forecasts applied as part of Group
goodwill impairment assessments. The Group uses a five-year discounted cash flow (“DCF”) approach for each of the businesses and this has
been used as the starting position for the amount available for distribution to the parent.
Appropriate adjustments have been made to these DCFs to determine the cash flows available to support the Group’s investments, including
deducting amounts receivable from the investment group, adding cash held in the investment group and deducting amounts payable by the
investment group to settle its external financing facilities.
This recoverable value has then been compared to the investment carrying values, resulting in no impairment being charged.
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Additional InformationFinancial StatementsGovernanceStrategic Report
Financial Statements
6. Receivables
2025
£’000
2024
£’000
Trade and other receivables 2,501 3,260
Amounts owed from Group undertakings 1,650,568 1,547,499
Unpaid share capital 26,697 26,335
Corporation tax asset — 2,368
Other taxation and social security — 715
Prepayments and accrued income 834 2,179
1,680,600 1,582,356
Amounts owed by Group undertakings are unsecured, non-interest bearing and repayable on demand. The current amount includes amounts of
£1,650.6m (2024: £1,547.5m) due on demand but expected to be settled after one year. This amount is net of an ECL allowance of this amount of
£9.1m (2024: £11.0m).
At 31 December 2025, there were159,176,306 fully vested, but partly paid and unlisted Shares (31 December 2024:159,293,306). The average
amount of unpaid share capital per fully vested but partly paid and unlisted Share is£0.17 (2024: £0.17)representing a receivable to the Group of
£27.7m (2024: £26.3m). The movement in the year is all due to certain fully vested but partly paid and unlisted Shares being paid-up and converted
to Ordinary Shares.
7. Assets held for distribution
Fixed asset investments comprise investments in subsidiary undertakings.
2025
£’000
At 1 January 501,331
On distribution (501,331)
At 31 December —
The demerger of THG Ingenuity completed on 2 January 2025 and the assets were distributed on this date.
8. Payables: amounts falling due within one year
2025
£’000
2024
£’000
Trade creditors 2,245 4598
Amounts owed to Group undertakings 17,347 —
Accruals and deferred income 5,820 8,588
Other taxation and social security 375 133
Corporation tax creditor 50 —
Onerous contract (note 9) 275 312
Dividend liability — 501,331
26,112 514,962
THG Ingenuity demerged from the Group on 2 January 2025; the dividend liability was settled on this date following the distribution of assets
(note7).
9. Provisions for liabilities
Onerous contract
£’000
Total
£’000
At 1 January 2025 1,001 1,001
Utilised (312) (312)
At 31 December 2025 689 689
Current (note 8) 275 275
Non-current 414 414
During the prior year the implementation of a payroll ERP system was aborted, as such being identified as an onerous contract. As a result,
aone-off provision has been recorded to reflect these unavoidable costs associated with fulfilling the contract.
Notes to the Company financial statements continued
THG PLC Annual Report and Accounts 2025
158
10. Share capital and reserves
THG PLC is a public company limited by shares and incorporated in England and Wales. It has a standard listing on the London Stock Exchange
and is the holding company of the Group. The Company has nine classes of shares: Ordinary Shares of £0.005 each, all of which are fully paid;
BShares of £0.005 each, all of which are fully paid; D1 Shares of £0.005 each; D2 Shares of £1 each, all of which are fully paid; E Shares of
£0.005 each; F Shares of £0.005 each; G Shares of £0.005 each; Deferred 1 Shares of £0.005 each, all of which are fully paid; and Deferred 2
Shares of £0.005 each. As at 31 December 2025, the Company’s issued share capital comprised:
Class
2025
Number
2024
Number
Nominal
value
£ each
Ordinary Shares 1,599,781,137 1,322,058,529 0.005
B Shares — 204,081,632 0.005
D1 Shares 56,082,651 56,082,651 0.005
D2 Shares 17,066 17,066 1
E Shares 48,571,808 48,605,750 0.005
F Shares 26,685,406 26,715,453 0.005
G Shares 16,841,351 16,885,866 0.005
Deferred 1 Shares 204,404,691 323,059 0.005
Deferred 2 Shares 21,563,860 21,563,860 0.005
1,973,947,970 1,696,333,866
During the financial year ended 31 December 2025, the following share conversions took place in respect of pre-IPO employee share schemes:
(i) 4,452 Ordinary Shares were converted from 1,855 F Shares and 2,597 G Shares
(ii) 35,055 Ordinary Shares were converted from 14,096 F Shares and 20,959 G Shares
(iii) 33,942 Ordinary Shares were converted from 33,942 E Shares
(iv) 35,055 Ordinary Shares were converted from 14,096 F Shares and 20,959 G Shares
11. Related Party Transactions
The Company has taken exemption under FRS 101 not to disclose transactions with wholly owned subsidiary companies.
THG PLC Annual Report and Accounts 2025
159
Additional InformationFinancial StatementsGovernanceStrategic Report
Additional Information
APM
Closest equivalent
IFRS measure
Adjustments to reconcile to
primary statements Purpose
Adjusted revenue Revenue
•
Adjusted items
See the Chief Financial Officer’s Review
for a reconciliation.
To show revenue before adjusted items charged
due to its nature to aid comparability.
Adjusted
gross profit
Gross profit
•
Adjusted items
•
Depreciation and amortisation
See the Chief Financial Officer’s Review
for a reconciliation.
To show gross profit before adjusted items,
depreciation and amortisation charged due
toits nature to aid comparability.
Adjusted
distribution
costs
Distribution costs
•
Adjusted items
•
Depreciation and amortisation
See the Chief Financial Officer’s Review
for a reconciliation.
To show distribution costs before adjusted
items, and depreciation and amortisation
charged due to their nature to aid comparability.
Alternative performance
measures (“APMs”)
The Group tracks a number of alternative
performance measures in managing its
business, which are not defined or specified
under the requirements of IFRS because
they exclude amounts that are included in, or
include amounts that are excluded from, the
most directly comparable measure calculated
and presented in accordance with IFRS, or are
calculated using financial measures that are
not calculated in accordance with IFRS.
The Group believes that these alternative
performance measures, which are not
considered to be a substitute for or superior
to IFRS measures, provide stakeholders
with additional helpful information on the
performance of the business. These alternative
performance measures are consistent with
how the business performance is planned
and reported within the internal management
reporting to the Board.
These alternative performance measures
should be viewed as supplemental to, but not
as a substitute for, measures presented in the
consolidated financial information relating to
the Group, which are prepared in accordance
with IFRS. The Group believes that these
alternative performance measures are useful
indicators of its performance.
However, they may not be comparable with
similarly titled measures reported by other
companies due to differences in the way they
are calculated. Profit-related APMs frequently
exclude significant recurring business
transactions (e.g. restructuring charges and
acquisition-related costs) that impact financial
performance and cash flows.
The Audit Committee has reviewed the overall
presentation of APMs to ensure that these
are not given undue prominence, challenged
the nature and amount of adjusting items
and evaluated the reconciliations used by
Management.
In determining whether an item should be
presented as an allowable adjustment to IFRS
measures, the Group considers items which
are significant either because of their size
or their nature, and which are non-recurring.
For an item to be considered as an allowable
adjustment to IFRS measures, it must initially
meet at least one of the following criteria:
•
It is a significant item.
•
It has been directly incurred as a result
of acquisition-related restructuring and
integration costs, transportation, delivery or
fulfilment costs in relation to one-off global
events or as part of the outcome of the
strategic review or divisional reorganisation.
•
It is unusual in nature or linked to a one-off
agreement signed outside of the normal
course of business.
Purpose
The Group uses APMs to improve the
comparability of information between reporting
periods, either by adjusting for uncontrollable
factors or special items which impact upon
IFRS measures.
Their use is driven by characteristics
particularly relevant to THG:
•
Adjustments to operating profit – the Group
has a significant non-current asset base
and consequently incurs a high proportion
of depreciation and amortisation. APMs
are used to provide adjusted measures
for users of the financial statements to
evaluate our operating performance.
•
Acquisition-related activity – the Group is
in a growth phase in its life cycle and has
made several acquisitions in the previous
reporting periods. Consequently, a high
volume of transaction, restructuring and
financing costs are incurred within the
Group which do not reflect its underlying
results.
THG PLC Annual Report and Accounts 2025
160
APM
Closest equivalent
IFRS measure
Adjustments to reconcile to
primary statements Purpose
Adjusted
administrative
expenses
Administrative
expenses
•
Adjusted items
•
Depreciation and amortisation
•
Share-based payments
See the Chief Financial Officer’s Review
for a reconciliation.
To show administrative expenses before
adjusted items, depreciation and amortisation
charged due to their nature to aid comparability.
Adjusted EBITDA Operating profit
•
Adjusted items
•
Depreciation and amortisation
•
Share-based payments
•
Profit on disposal of subsidiaries
See the Chief Financial Officer’s Review
for a reconciliation.
Adjusted EBITDA in 2024 included a
separate classification of discontinued
categories. This separate classification
has been removed in 2025.
EBITDA is a useful measure for investors
because it is a measure closely tracked by
Management to evaluate THG’s operating
performance and to make financial, strategic
and operating decisions and may help investors
to understand and evaluate, in the same
manner as Management, the underlying trends
in operational performance on a comparable
basis year on year.
Share-based payment costs are added back as
Management consider these to be outside of
the underlying day-to-day operations. Given the
material size of these charges they are removed
from underlying Adjusted EBITDA.
Free cash flow Cash flow
•
Debt (repayments)/proceeds
•
Acquisitions cash flows
Refer to note 25 for further detail.
Free cash flow is a useful measure that is
closely tracked by Management in order to
evaluate and assess the profitability of the
business. The free cash flow calculation is
routinely reviewed by Management and forms
the basis of strategic decisions made in respect
of working capital management.
Net debt before
lease liabilities
Cash
•
Loans and other borrowings
•
Foreign exchange (Retranslate debt
balance at swap rate where hedged
byforeign exchange derivatives)
•
Lease liabilities
See the Chief Financial Officer’s Review
for a reconciliation.
To show the cash balance after the deduction
of the loans and other borrowings balances
but before lease liabilities are deducted and
after retranslation of debt balance at swap rate.
This measure is tracked by Management when
reviewing liquidity and the indebtedness of the
Group which is then used to drive any strategic
or acquisition-related decisions.
Net debt Cash
•
Loans and other borrowings
•
Foreign exchange (Retranslate debt
balance at swap rate where hedged by
foreign exchange derivatives)
See the Chief Financial Officer’s Review
for a reconciliation.
To show the cash balance after the deduction
of the loans and other borrowings balances and
after retranslation of debt balance at swap rate.
This measure is tracked by Management when
reviewing liquidity and the indebtedness of the
Group which is then used to drive any strategic
or acquisition-related decisions.
Net debt adjusted for
demerger subleases
Cash
•
Loans and other borrowings
•
Foreign exchange (Retranslate debt
balance at swap rate where hedged by
foreign exchange derivatives)
•
Subleases entered into on demerger
(included as if had been in place from
1January 2024)
To show the cash balance after the deduction
of the loans and other borrowings balances
and after retranslation of debt balance at swap
rate. Given a number of subleases were entered
into on demerger, this has also been reflected
as at 31 December 2024 to show a like-for-like
comparison to 2025 net debt position.
Revenue Continuing
CCY
Revenue
•
Discontinued categories
•
Disposal of subsidiaries
•
Impact of foreign exchange
movements and hedges – calculated
by taking current year average
exchange rates for relevant currencies
and applying these to the prior year
comparative.
To show the underlying growth of the
business by removing the distorting impact of
exchange rate fluctuations, which are outside
management’s control.
Given the strategic exits of non-core loss
making brands and the sale of Claremont
Ingredients over recent reporting periods this
has also been adjusted to ensure a like-for-like
comparison.
THG PLC Annual Report and Accounts 2025
161
Additional InformationFinancial StatementsGovernanceStrategic Report
Additional Information
Term Meaning
2018 Code the UK Corporate Governance Code
(July2018), published by the FRC and
applicable to financial years beginning
priorto1 January 2025
2023 Annual
Report
the Annual Report and Accounts of the
Company in respect of the financial year
ended 31 December 2023
2024 AGM the annual general meeting of the Company
held on 24 June 2024
2024 Annual
Report
the Annual Report and Accounts of the
Company in respect of the financial year
ended 31 December 2024
2024 Code the UK Corporate Governance Code
(January2024), published by the FRC and
applicable to financial years beginning on
orafter 1 January 2025
2025 AGM the annual general meeting of the Company
held on 25 June 2025
Active Customers customers who have purchased at least once
within the period
Adjusted EBITDA the non-GAAP measure which is defined as
Earnings Before Interest, Taxes, Depreciation,
Amortisation, share-based payments and
adjusting items as detailed in note 4 of the
financial statements contained within this
Annual Report
Admission the admission of the Ordinary Shares to both
the standard listing segment of the FCA’s
Official List and the London Stock Exchange’s
main market for listed securities, which took
place on or around 16September2020
AGM the annual general meeting of the Company
that will be held on 24 June 2026
Annual Report this Annual Report and Accounts of the
Company in respect of the financial year
ended 31 December 2025
AOV Average Order Value
APMs alternative performance measures
Articles of
Association
the Articles of Association of the Company,
asadopted by special resolution on
9September 2020
B2B business to business
Board the board of directors of the Company from
time to time
Term Meaning
Board
Committees
the Company’s Board-constituted committees
i.e. the Audit Committee, the Nomination
Committee, the Related Party Committee, the
Remuneration Committee, the Risk Committee
and the Sustainability Committee, and "Board
Committee(s)" means any, or a combination, of
them as the context requires
B Shares following the receipt from certain
Shareholders of valid elections to participate
in the demerger of THG Ingenuity from
the Group, 204,081,632 Ordinary Shares
were redesignated as B Shares on
30December2024 and these B Shares
weresubsequently redesignated as Deferred
1 Shares upon completion of the demerger
on2 January 2025 (further information on the
demerger and the B Shares is included within
the Demerger Circular
Chair or
Independent
Chair
Charles Allen, Lord Allen of Kensington, CBE,
independent non-executive chair of the
Company, appointed on 22March2022
Chief Executive
Officer or CEO
Matthew Moulding, the Company’s Chief
Executive Officer and co-founder
Chief Financial
Officer or CFO
Damian Sanders, the Company’s Chief
Financial Officer
Code the 2018 Code or the 2024 Code, as the
context requires
Companies Act the Companies Act 2006 (as amended from
time to time)
Company THG PLC, a public limited company
incorporated in England and Wales with
registered number 06539496, whose
registered office is at Icon 1, 7-9 Sunbank
Lane,Ringway, Altrincham, United Kingdom
WA15 0AF
Company
Secretary
James Pochin, the General Counsel and
Company Secretary of THG PLC
Constant
currency/CCY
without taking into account fluctuations in the
exchange rate; therefore showing the figures
as if the exchange rate remained constant
Continuing CCY performance shown after removing
discontinued categories and exits from loss-
making territories and holding exchange rates
constant; therefore showing the figures as if
the exchange rate remained constant
COO Chief Operating Officer, formerly
JohnGallemore
Cult Beauty Cult Beauty Limited, the UK-based online
beauty retailer of prestige and emerging
independent brands that was acquired by
THGon 3 August 2021
Glossary
The definitions set out below apply throughout this document, unless the context requires otherwise.
THG PLC Annual Report and Accounts 2025
162
Term Meaning
D1 Shares the D ordinary shares of £0.005 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
D2 Shares the D ordinary shares of £1.00 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
D2C direct to customer
Deferred 1 Shares the deferred 1 shares of £0.005 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
Deferred 2 Shares the deferred 2 shares of £0.005 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
Demerger Circular the circular which was made available to
Shareholders on 28 November 2024 relating
to the demerger of THG Ingenuity from the
Group
Dermstore Dermstore LLC, the pure play online prestige
skincare business that was acquired by THG
on 2 February 2021
Directors the directors of the Company from time to
time and “Director” means any one of them
Disclosure
Guidance and
Transparency
Rules or DTRs
the Disclosure Guidance and Transparency
Rules made by the FCA under Part VI of the
Financial Services and Markets Act 2000
(asamended from time to time)
EDI equity, diversity and inclusion
Employee
Incentive Plan
the employee incentive plan that was put
in place during the financial year ended
31December 2022 and under which Ordinary
Share awards are made to certain key
employees below the level of the Executive
LeadershipTeam
ESCC category the equity shares (commercial companies)
category of listing pursuant to UKLR 1.5.1R
ESG environmental, social and corporate
governance factors which are non-financial
and are used in assessing the sustainability
and societal impact of the Group and its
valuechain
E Shares the E ordinary shares of £0.005 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
EU the European Union
Term Meaning
Executive
Directors
the executive directors of the Company from
time to time, being the Chief Executive Officer
and the Chief Financial Officer at the date of
this Annual Report, and “Executive Director”
means any one of them
Executive
Leadership Team
collectively, those individuals holding executive
management positions within the Company
EY or External
Auditor
Ernst & Young LLP, the Group’s statutory
auditor
FCA the Financial Conduct Authority
FMCG fast moving consumer goods
FRC the Financial Reporting Council
FRC Guidance Corporate Governance Code Guidance,
published by the FRC in January 2024 (as
updated from time to time)
F Shares the F ordinary shares of £0.005 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
GAAP Generally Accepted Accounting Principles
GHG greenhouse gas or greenhouse gases, as the
context requires
Group or THG the Company and its subsidiaries and
subsidiary undertakings from time to time
G Shares the G ordinary shares of £0.005 each in the
capital of the Company, having the rights and
being subject to the restrictions set out in the
Articles of Association
IFRS International Financial Reporting Standards
IPO the initial public offering of Ordinary Shares by
the Company in September 2020
KPI key performance indicator
London Stock
Exchange
the London Stock Exchange PLC or its
successor
LTI P any long-term incentive plan operated by the
Company from time to time
LTM last twelve months
M&A mergers and acquisitions
Management
or Senior
Management
collectively, the direct reports of the Executive
LeadershipTeam
THG PLC Annual Report and Accounts 2025
163
Additional InformationFinancial StatementsGovernanceStrategic Report
Additional Information
Glossary cont inued
Term Meaning
NEDs the non-executive directors of the Company
from time to time, and “NED(s)” means any, or
a combination, of them as the context requires
Notice of Meeting the notice of meeting circulated to
Shareholders in respect of the AGM
Official List the FCA’s list of securities that have been
admitted to listing
Ordinary Shares means the voting ordinary shares of £0.005
each in the capital of the Company, having the
rights and being subject to the restrictions set
out in the Articles of Association
Perricone MD Perricone MD, the US prestige skincare brand
that was acquired by THG on 29 September
2020
Propco Group Moulding Capital Limited (formerly Kingsmead
HoldCo Limited), a company incorporated
in Guernsey (registered no. CMP51762),
whose registered office is at PO Box 296,
Regency Court, Glategny Esplanade, St Peter
Port, Guernsey GY1 4NA (“Propco”), and its
subsidiaries from time to time, which together
hold certain property assets that are used or
occupied by THG under leases between the
relevant Group company and the relevant
subsidiaries of Propco
Propco
Transaction
the sale of the Propco Group prior to
Admission to an entity which is wholly owned
by Matthew Moulding, the CEO
RCF revolving credit facility
Related Party
Transaction
has the meaning given in Chapter 8 of the UK
Listing Rules and includes any transaction,
arrangement or agreement (or amendment
thereto) between any Group company and
the Propco Group, excluding any non-
material or day-to-day business-as-usual
or ordinary course changes to building
transactions, arrangements and agreements
(or amendments thereto) which do not require
the approval of either Matthew Moulding or
the Board
Remuneration
Policy
the Shareholder-approved policy which
sets out the remuneration arrangements for
Directors (as amended from time totime)
RTD ready-to-drink
SBTi the Science Based Targets initiative, the
global body enabling businesses to validate
emissions reduction targets in line with climate
science
Section 172 section 172 of the Companies Act which
relates to the duty of a company’s directors to
promote the success of the company
Term Meaning
Sedex Supplier Ethical Data Exchange
Shareholder a holder of Ordinary Shares
Shares together the Ordinary Shares, B Shares, D1
Shares, D2 Shares, E Shares, F Shares, G
Shares, Deferred 1 Shares and Deferred 2
Shares or any, or a combination, ofthem as the
context requires
SID the Board’s senior independent NED, currently
Sue Farr who was appointed on 24 April 2023
Sustainability
Strategy
the Group’s Sustainability Strategy, THG x
Planet Earth, for a better, sustainable future
with targets centred around three key
priorities: (i) protecting climate and nature; (ii)
strengthening our supply chain and circularity;
and (iii) empowering people and communities
TCFD the Task Force on Climate-related Financial
Disclosures, a framework to help public
companies and other organisations more
effectively disclose climate-related risks and
opportunities through their existing reporting
processes
THG Beauty a key business of the Company relating to
beauty products, commerce and distribution
THG Experience the prestige event and experience venues
included within the THG Beauty business in
support of the Group’s influencer marketing
THG Ingenuity FIC Shareco Limited, a company incorporated
in England and Wales with registered number
05016010, whose registered office is at Icon
1, 7-9 Sunbank Lane, Ringway, Altrincham,
United Kingdom WA15 0AF
THG Luxury the Company’s luxury fashion retail included
within the THG Beauty business which was
sold during 2024
THG Nutrition a key business of the Company relating
to nutritional products, commerce and
distribution
Transition
category
the equity shares (transition) category of listing
pursuant to UKLR 1.5.1R
UK Listing Rules
or UKLRs
the rules published by the FCA, as contained
in the UK Listing Rules sourcebook (as part
of the FCA Handbook), laying down minimum
requirements for the admission of securities to
the Official List and the continuing obligations
of listed issuers
YoY year on year
THG PLC Annual Report and Accounts 2025
164
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THG PLC
(Company number: 06539496)
Icon 1
7-9 Sunbank Lane
Ringway, Altrincham
UK
WA15 0AF
thg.com