RIVERFORT GLOBAL OPPORTUNITIES PLC

Interim / Quarterly Report • Sep 30, 2025

National Storage Mechanism | Additional information

RNS Number : 3028B

Tooru PLC

30 September 2025

30 September 2025

Tooru plc

("Tooru" or the "Goup")

Interim unaudited results for the six months ended 30 June 2025

Tooru plc is pleased to announce its unaudited interim results for the six months to 30 June 2025. 

Highlights

·   Completion of the acquisition of Juvela, Pulsin, Market Rocket and We Love Purely (the "Operating Businesses") from S-Ventures plc to become an operating business in the wellness sector

·    Re-listing of the Group on the AIM market and adoption of a new name, Tooru plc

·    Reduction in debt of the combined group through debt conversion and repayment

·    New funds of £500,000 raised from new and existing investors

·    Launch of an exciting new brand in the "free from" retail sector

Financial summary

	Six months ended 30 June 2025 (1) £000	Six months ended 30 June 2024 £000	Year to 31 December 2024 £000
Net revenue	1,008	-	-
Investment income	-	(313)	(525)
Adjusted EBITDA	32(2)	(573)	(1,046)
Profit/(loss) from continuing operations	(1,132)	(573)	(1,046)
Cash	1,030	2,901	2,352

Notes:

(1)  For 2025, these figures are for Tooru plc which include a one-month contribution from the newly acquired businesses.  The prior periods are based on the published figures for Riverfort Global Opportunities plc.

(2)   Adjusted EBITDA is calculated before deducting the costs incurred in connection with the RTO process incurred in 2025

Chairman's Statement

I am pleased to report our interim results for the six months to 30 June 2025 which is the first period post the acquisition of the Operating Businesses from S-Ventures plc.  The transaction with Tooru completed at the end of May 2025 and so the results for this period only include one month's trading of the Group in its new form.  Therefore, in the CEO's Report below, the full six months unaudited results for the Operating Businesses that were acquired have been summarised in order to give shareholders a better understanding of how our new businesses have been trading and have progressed over this period. In general, these businesses have continued to make good progress, with Juvela having developed and launched a number of new products and Pulsin having reduced losses and become EBITDA positive.  In particular, Juvela has successfully launched its new retail brand and, with improved access to capital, Pulsin is now better able to capitalise on its established market presence leading to an improvement in financial performance.

We are positive both about the outlook for our new businesses and the sector in which they operate and, going forward, we believe that there will be a number of exciting opportunities to add to our established portfolio.

Nicholas Lee

Non-Executive Chairman

CEO's Report

I am pleased to report on the performance of the Group for the six months to 30 June 2025.  Post the recent acquisition of the Operating Businesses from S Ventures plc, I believe that it is helpful to set out clearly that Tooru now comprises the following operating businesses:

Juvela   (established circa 25 years ago) operates a gluten free bakery business with a factory in South Wales and is strong in the pharmacy sector  where it  is the clear market leader. It has also recently launched a range of new innovative "free from" products which are  now  already listed with Tesco and with further listings with other major UK supermarket chains expected in the near term under a new modern retail focused brand.

Pulsin   protein and fibre nutritional products   and  We Love Purely  currently operate in the healthy snacking market with a number of sweet and savoury products designed to give consumers healthy alternative options to mainstream snacks such as crisps and  confectionery.  Pulsin has a 20-year history and was one of the first wellness bars in the market.  It is currently one of the leading brands of protein bars being sold through Holland and Barrett.

Market   Rocket   is   a   trusted   digital   partner   agency   for   globally   recognised   Fortune   500   and  mar ket disrupting   brands   alike.   Customers   include   JCB,   Calvin   Klein   and   Tommy   Hilfiger.  

Market Rocket also provides its services to other members of the group. Market Rocket is a member of Amazon's trusted Service Provider Network and is certified as an accredited partner with Meta and Google. We plan to grow this business in the enterprise space supporting small and up and coming brands.

As mentioned in the Chairman's Statement above, the reported results for Tooru plc only include one month's trading of the newly acquired businesses.  In order to properly understand how these businesses have been trading over the last six months since their performance was last reported on by their previous owner, S Ventures plc, we have set out below their underlying performance over this period. 

Trading performance of the newly acquired Operating Businesses

	Six months ended 30 June 2025	Six months ended 30 June 2024	Year ended  31 December 2024
	£'000	£'000	£'000
Pulsin, We Love Purely	1,558	1,980	3,661
Juvela	3,715	3,797	7,670
Market Rocket	961	1,423	2,589
Total net sales	6,234	7,200	13,920
Pulsin, We Love Purely	44	(297)	(333)
Juvela	750	423	1965
Market Rocket	(11)	29	(6)
Total EBITDA	783	155	1,626

We have achieved a positive EBITDA of £0.78 million for this period on £6.2 million of sales.  This is a significant improvement on the performance for the comparable 6-month period in 2024. 

Juvela has made good progress, launching new retail products, with significant new capital being invested and additional operating costs being incurred to build a "free-from" production line to accommodate this expansion.  This has impacted EBITDA when compared to the full year 2024 results on a pro rata basis but this is an important investment for the future development of the business.  Juvela's new retail brand, OAF, was successfully launched in Tesco in June 2025 and Tesco is already keen to increase the number of products listed, although the positive impact of this is yet to be reflected in the reported figures. Furthermore, we are progressing discussions with other major food retailers to list our new brand. OAF has also won a number of awards for taste and quality. 

Market Rocket continues to expand with a number of new clients and it has been performing well even during its typically weaker months.  Its Amazon agency division has been growing strongly and its strategic use of AI for business development has been generating a number of new opportunities.

Pulsin and We Love Purely have been restructured and now have a much-strengthened team and better managed cost base.  This has already led to a significant turnaround in the financial performance of these businesses. We are also currently in the process of relocating these operations from Gloucester to Wales to be co-located with the Juvela which is expected to lead to significant additional cost savings.

From a market standpoint, Pulsin is now one of the best-selling snack bars in Holland and Barrett.  Also, with additional capital being made available from within the new Tooru group, this business is now better able to build stock to fulfil the sales demand that exists for their products.

Outlook

We are very excited about the future potential of our existing businesses given the recent progress that we have made and the scope that we see to develop them further.  In addition, we are seeing a number of exciting opportunities that we can add to our existing portfolio in order to create additional value for our shareholders. 

Scott Livingston

Chief Executive Officer

Enquiries

Tooru plc                                                                                Tel +44 (0)20 3475 0230

Scott Livingston, Chief Executive Officer                              

Nicholas Lee, Non-Executive Chairman

Nominated Adviser                                      

Beaumont Cornish                                                                  Tel +44 (0)20 7628 3396

Roland Cornish/Asia Szusciak/Felicity Geidt

Joint Broker

Fortified Securities                                                                  Tel +44 (0)20 3411 7773

Guy Wheatley/Mark Wheeler

Joint Broker

Shard Capital Partners LLP                                                     Tel +44 (0)20 7186 9950

Damon Heath/Eril Woolgar

Joint Broker

Peterhouse Capital Limited                                                    Tel +44 (0)20 7469 0935

Duncan Vasey/Lucy William

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Unaudited consolidated Statement of Comprehensive Income

For the six months ended 30 June 2025

	Six months ended 30 June 2025	Six months ended 30 June 2024	Year ended  31 December 2024
	£'000	£'000	£'000
	Unaudited	Unaudited	Audited
Gross Revenue	1,085	-	-
Less Trade discounts and Listing costs	(77)	-	-
Net Sales Revenues	1,008	-	-
Cost of Sales	(508)	-	-
Gross profit	500	-	-
Other operating income	118	75	203
Loss (Gain) on disposal	-	(382)	(723)
Administrative expenses	(586)	(267)	(526)
	(468)	(573)	(1,046)
EBITDA	32	(573)	(1,046)
Depreciation and amortisation	(558)	-	-
Finance costs	(58)	-	-
Finance income	3	-	-
RTO costs	(552)	-	-
	(1,165)	-	-
Loss before taxation	(1,132)	(573)	(1,046)
Income tax	-	-	-
Total comprehensive profit (loss)	(1,132)	(573)	(1,046)

Attributable to:

Owners of the parent	(1,132)	(573)	(1,046)
Non-controlling interests	-	-	-
	(1,132)	(573)	(1,046)

Unaudited consolidated Statement of Financial Position

As at 30 June 2025

			Six months ended 30 June 2025	Six months ended 30 June 2024	Year ended  31 December 2024
			£'000	£'000	£'000
			Unaudited	Unaudited	Audited
ASSETS
	Non-current
		Goodwill	5,707	-	-
		Owned:
		- Intangible assets	6,095	-	-
		- Property, Plant & Equipment	1,628	-	-
		Right of Use:			-
		- Property, Plant & Equipment	1,258	-	-
		Investments	721	1,910	1,872
	Total non-current assets		15,410	1,910	1,872
	Current assets
		Inventories	1,131	-	-
		Trade and other receivables	3,074	66	194
		Cash and cash equivalents	1,030	2,901	2,352
	Total current assets		5,235	2,967	2,546
TOTAL ASSETS			20,645	4,877	4,418
EQUITY
	SHAREHOLDERS' Equity
		Called Up Share capital	168	78	78
		Share premium	7,908	1,568	1,568
		Share based payment reserve	221	201	201
		Retained earnings	1,220	2,825	2,352
			9,517	4,672	4,199
		Non controlling interests	-	-	-
TOTAL EQUITY			9,517	4,672	4,199

Unaudited consolidated Statement of Financial Position - continued

As at 30 June 2025

			Six months ended 30 June 2025	Six months ended 30 June 2024	Year ended  31 December 2024
			Unaudited	Unaudited	Audited
LIABILITIES
	Current Liabilities
		Trade and other payables	6,160	205	219
		Financial Liabilities: - Borrowings
		-Interest bearing loans and borrowings	594	-	-
		Lease liability	141	-	-
			6,895	205	219
	Non-current Liabilities
		Trade and other payables	59	-	-
		Loans falling due after more than one year	4,174	-	-
			4,233	-	-
TOTAL LIABILITIES			11,128	-	-
NET EQUITY AND LIABILITIES			20,645	4,877	4,418

Unaudited consolidated cash flow statement

For the six months ended 30 June 2025

	Six months ended 30 June 2025	Six months ended 30 June 2024	Year ended  31 December 2024
	Unaudited	Unaudited	Audited
Cash flow from operating activities
Loss for the period	(1,132)	(573)	(1,046)
Depreciation and Amortisation	558
Finance costs	58	-	-
Finance income	(3)	-	-
Exceptional costs	(233)	-	-
Profit on disposal of trading investments	-	(158)	-
Fair value loss on trading investments	-	540	721
Foreign exchange losses on other financial instruments	-	7	7
Changes in Working Capital
Decrease/(Increase) in inventory	1,131	-	-
Net increase/decrease in related party	2,196	-	-
Decrease/(Increase) in trade and other receivables	2,880	664	535
(Decrease)/Increase in trade and other payables	(5,941)	(697)	(683)
Net cash flow from operating activities	(486)	(218)	(466)
Cash flow from investing activities
Cash acquired on acquisition	255	-	-
Repayment of 3rd party loans	(1,140)	-	-
Acquisition related payments	(441)	-	-
Purchase of investments	-	(1,000)	(1,302)
Disposal of investments	-	914	914
Net cash flow from investing activities	(1,326)	(86)	(388)
Cash flow from financing activities
Net proceeds from issue of shares	490	-	-
Debt instrument repayments	-	2,150	2,150
Net cash flow from financing activities	490	2,150	2,150
Net increase/(decrease) in cash and cash equivalents	(1,322)	1,846	1,296
Cash and cash equivalents at start of period	2,352	1,062	1,062
Effect of foreign currency exchange on cash	-	(7)	(7)
Cash and cash equivalents at end of period	1,030	2,901	2,352

Notes to the condensed unaudited consolidated financial statements

For the six months ended 30 June 2025

1.   General information

The consolidated financial statements for the six months ended 30 June 2025 are unaudited and were authorised for issue in accordance with a resolution of the Board of Directors.

2.   Basis of preparation

The financial information set out in this interim report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The group's statutory financial statements for the period ended 31 December 2024, prepared under International Financial Reporting Standards (IFRS), have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended 31 December 2024. The interim financial statements have not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.

The financial statements have been prepared on a going concern basis under the historical cost convention.

The Directors believe that the going concern basis is appropriate for the preparation of the financial statements as the Company is in a position to meet all its liabilities as they fall due.

These condensed consolidated interim financial statements comprise the accounts of the parent company for the six months to 30 June 2025 and those of the five subsidiaries for the period from acquisition on 28 May 2025 to 30 June 2025, after elimination of all material intercompany balances and transactions.

3.    Loss per share:

The calculation of the total basic loss per share of 0.07p is based on the loss attributable to equity owners of the company divided by the number of shares in issue during the period.

4.    Approval of Interim Finance Statements:

These interim financial statements were approved by the Board of Directors on 29 September 2025.

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