Sorted Group Holdings: Half-year Report

Sorted Group Holdings PLC

16 October 2026

 

16 October 2026

Sorted Group Holdings PLC

("Sorted", the “Company” or the "Group")

Interim results for the six months ended 30 June 2026

Sorted Group Holdings PLC (AIM: SORT) announces its unaudited interim results for the six months ended 30 June 2026.

Chairman’s report for the six months ended 30 June 2026

Dear Shareholders,

I am pleased to present Sorted’s unaudited interim results for the six months ended 30 June 2026 ("H1 FY26").

Overview and strategic developments

Following the reverse acquisition of Sorted Holdings Limited (“SHL”) and its subsidiary undertakings, Sorted Group Limited (“SGL”) and Clicksit App Limited (“CAL”) in February 2024, the Company underwent further change with the view to streamlining the organisational structure and reducing the cost base of the business. However, as noted in the Company’s announcement on 2 April 2026, as a Software as a Service (SaaS) business that was in its growth phase of development, it remained apparent to the Board that the business continued to require significant cash consumption in order to, inter alia, scale and reach profitability in the medium term.

As a result, on 2 April 2026, the Company announced the proposed sale of its principal subsidiary Sorted Group Limited for a nominal cash consideration of £1.00 (the “Disposal”) to Brislington Holdco Limited (“BHL”). In addition, as part of the Disposal, Shard Credit Partners Venture Debt S.à r.l. (“Shard”) and Shard Credit Holdings Limited (“Shard Credit”) entered into a deed with each of SGL, SHL and CAL (the “Obligors”) under which Shard released the Obligors from all obligations and security granted to Shard, including the funding facility under which SGL then owed £3.55 million to Shard, conditional on, and taking effect on the day following completion of the sale (the “Debt Restructuring”). Furthermore, as at 1 April 2026, the other members of the Group agreed to release SGL from all obligations, including indebtedness, owed to them and security granted to them outstanding at that date.

Completion was subject to shareholder approval, which was granted at the Company’s general meeting on 20 April 2026. On completion of the Disposal, the Company became a cash shell pursuant to Rule 15 of the AIM Rules for Companies (“AIM Rules”).

Outlook

On 14 October 2026 the Company entered a letter of support (the “LoS”) with two new investors (the “Investors”). The LoS commits the Investors to advance up to £250,000 to the Company (the “Commitment”). The precise instrument to satisfy the Commitment is to be confirmed at the discretion of the Investors, although the Commitment is immediately available to draw upon. The Commitment is available for a period of up to 12 months from the date of approval of the Company’s FY25 report and accounts (the “Support Period”).

The Investors have agreed that for the duration of the Support Period the Investors will not demand the repayment of any monies advanced to the Company if and to the extent that any such repayment would leave the Company unable to meet its liabilities as they fall due. However, this will cease to apply if there is a change of control of the Company, the Company enters any insolvency process and/or the Company obtains alternative funding of not less than the Commitment.

It is anticipated that the funds made available under the LoS will enable the Company to principally service its ongoing costs as an AIM Rule 15 Cash Shell for the foreseeable future as well as to settle certain of its outstanding creditors.

The Board continues to evaluate appropriate opportunities in the sectors the Board considers appropriate, seeking to identify one or more projects or assets which the Company can acquire, which would constitute a reverse takeover under AIM Rule 14. Any reverse takeover transaction will require the publication of an AIM Rules compliant admission document and will be subject to Shareholder approval at a further general meeting of the Company to be convened at the appropriate time.

Notwithstanding the publication of the Company’s H1 FY26 results, the Company’s ordinary shares will remain suspended from trading on AIM pending completion of an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14. For the purposes of AIM Rule 15, becoming an investing company (pursuant to Rule 8 of the AIM Rules which requires the raising of at least £6m) will be treated as a reverse takeover.

Any reverse takeover transaction will require the publication of an AIM Rules compliant admission document and will be subject to shareholder approval at a further general meeting of the Company to be convened at the appropriate time.

If the Company does not complete a reverse takeover or otherwise comply with AIM Rule 15 within six months of 20 October 2026, admission to trading on AIM would then be cancelled.

There can be no certainty that the Company will be able to implement a suitable transaction which would enable the Company to trade on AIM.

Yours sincerely,

Simon Wilkinson
Executive Chairman
Sorted Group Holdings PLC

CONSOLIDATED INTERIM PROFIT AND LOSS ACCOUNT

FOR THE PERIOD ENDED 30 JUNE 2026

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2026

CONSOLIDATED INTERIM BALANCE SHEET

AS AT 30 JUNE 2026

The unaudited interim financial statements were authorised for issue by the Board on 16 October 2026 and were signed on its behalf by:

Nigel Burton

Non-Executive Director

    CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

    FOR THE PERIOD ENDED 30 JUNE 2026

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2026

SORTED GROUP HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2026

1                      General information

Until the Disposal on 20 April 2026, Sorted Group Holdings PLC and its subsidiaries Sorted Group Limited, Sorted Holdings Limited, Clicksit App Limited, Location Sciences AI Limited and Sorted EBT Limited (together the “Group”) provided a Software as a Service (SaaS) Delivery Experience Platform (DEP) that powers dynamic checkouts, delivery management and tracking globally. Following the Disposal the Company became an AIM Rule 15 Cash Shell.

The Company is a public limited company which is admitted to trading on the AIM market of the London Stock Exchange and is incorporated and domiciled in England and Wales.

2                      Basis of preparation

The unaudited financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the United Kingdom, International Financial Reporting Interpretations Committee (“IFRIC”) interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The accounting policies adopted are consistent with those of the financial statements for the year ended 31 December 2025, as described in those financial statements. This includes the impact of the reverse acquisition which took place on 16 February 2024.

The latest financial statements of Sorted Group Holdings PLC are those for the year ended 31 December 2025 and have been delivered to the Registrar of Companies and included an unqualified auditors’ report and did not contain a statement under Section 498(2) or Section 498(3) Companies Act 2006.

3                       Going concern

This going concern note should be read in conjunction with the notes for the 6 months to 30 June 2026, which detailed significant events and strategic initiatives for the Company.

The Directors have taken a view of the Group as a whole.

The Group ended the 6 months to 30 June 2026 with cash resources of £117,774 (period ended 30 June 2025: £1,106,231) and borrowings of £1,814,061 (period ended 30 June 2025: £4,555,387).

Despite the actions of the Board, the Group continued to operate with a trading loss during the 6 months to 30 June 2026.

As part of the Disposal, Shard and Shard Credit entered into a deed with each of SGL, SHL and CAL (the “Obligors”) under which Shard released the Obligors from all obligations and security granted to Shard, including the funding facility under which SGL then owed £3.55 million to Shard, conditional on, and taking effect on the day following, completion of the sale (the “Debt Restructuring”). In addition, as at 1 April 2026, the other members of the Group agreed to release SGL from all obligations, including indebtedness, owed to them and security granted to them outstanding at that date. Accordingly, no amounts owed to or from companies included in the Group remained at the date of sale.

The Board has considered the existing cash resources of the business, the provision of funds by the Investors and guarantee by the Investors that they will provide the necessary financial support to enable it to continue to trade and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements of the Group for the year ended 31 December 2025.

On this basis, the Board has a reasonable expectation that the Group will be able to execute its plans in the medium term such that the Group will have adequate resources to continue in operational existence for the foreseeable future. This provides the Board with assurance on the Group's ability to continue as a going concern and therefore adopt the going concern basis of accounting in preparing the financial statements.

4                      Gain/(loss) per share   5                      Segmental analysis

Operating segments are based on internal reports regarding components of the Group, which are regularly reviewed and used by the Board for strategic decision making, to allocate resources across segments and to assess performance by segment.

The Group only has one operating segment, being 'Shipping and tracking'. As such, the financial statements represent this segment.

It should be noted that a segmental analysis of the Balance Sheet is not part of routine management reporting and consequently no segmental analysis of assets is shown here.

An analysis of the Group's revenue by geographical segment is as follows:          

All non-current assets of the Group are held in the UK.

During the period there was revenue from individual customers that represented more than 10% of revenue as follows:

There are no significant financing components, nor variable consideration elements in customers' contracts.

6                      Disposal of subsidiary undertaking

On 20 April 2026, the Group disposed of its entire interest in its principal trading subsidiary, Sorted Group Limited (“SGL”) for a nominal cash consideration of £1.00 (the “Disposal”).

As part of the transaction, certain third-party funding liabilities and related security arrangements were released. Further details are provided in Note 7 (Borrowings).

Following completion, the Group ceased to control SGL and its subsidiary undertakings and became an AIM Rule 15 cash shell.

The gain on disposal was determined as follows:

As part of the Disposal, the Group was released from the obligation to pay Shard and Shard Credit £3.55m. Accordingly, this balance is included within the £1.67m of net liabilities disposed of.

During the period the Group also disposed of its entire interest in Sorted LLC on 11 June 2026 for cash consideration of £1.00. As the entity was dormant and net assets amounted to nominal share capital only, no material gain or loss arose on disposal.

7                      Borrowings   Amendments to Shard Loan Facility On 2 April 2026, the Company announced the proposed sale of its principal trading subsidiary, Sorted Group Limited (“SGL”), for a nominal cash consideration of £1.00 (the “Disposal”). In addition, as part of the Disposal, Shard and Shard Credit entered into a deed with each of SGL, SHL and CAL (the “Obligors”) under which Shard released the Obligors from all obligations and security granted to Shard, including the funding facility under which SGL then owed £3.55 million to Shard, conditional on, and taking effect on the day following completion of the sale (the “Debt Restructuring”). In addition, as at 1 April 2026, the other members of the Group agreed to release SGL from all obligations, including indebtedness, owed to them and security granted to them outstanding at that date. Accordingly, no amounts owed to or from companies included in the Group remained at the date of sale. On the sale of SGL to BHL on 20 April 2026, the Shard loan, together with all accumulated interest, was transferred to BHL. Accordingly, the Facility Agreement with the Group was extinguished on the day following completion of the sale.   Cancellation of Bidco 3 Loan Facility In June 2026, the loan agreement in place between Bidco 3 Limited and the Company was cancelled following the sale of SGL. £Nil was outstanding to Bidco as at 31 December 2025.     8                      Share capital

Share subdivision

Following an announcement on 27 August 2025, the Board proposed a share capital reorganisation to reduce the nominal value of the Company’s ordinary shares. At 6:00p.m. on 25 September 2025, each existing ordinary share was subdivided into one new ordinary share of 0.01 pence and one deferred share of 62.49 pence (the “Share Subdivision”), resulting in the issue of 7,639,705 new ordinary shares and 7,639,705 new deferred shares. The number of ordinary shares in issue and held by each shareholder did not change, and the subdivision affected only the nominal value of the ordinary shares. Application was made for the admission of the new ordinary shares to trading on AIM at 8:00 a.m. on 26 September 2025.

Share rights

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

Deferred shares have no voting rights, no rights to receive notice of or attend any general meeting, no rights to income, and can only receive capital on a winding up (i) up to the paid-up value of the share, and (ii) only once at least £100,000,000 has been paid out on each ordinary share.

Warrants in Issue

1) Promoter Warrants - non-transferable warrants to subscribe for up to 2,400,000 ordinary shares, exercisable at 125p (1,500,000,000 ordinary shares, exercisable at 0.20p before the share consolidation in 2023) for five years from 25 May 2021, were issued to certain members of the Concert Party in consideration of those persons assembling and coordinating the Concert Party's investment in the Company in May 2021 and facilitating the appointment of Simon Wilkinson as Non-Executive Chair. These warrants all expired on 25 May 2026.

Name  Number of ordinary shares subject to Promoter Warrants

 Richard Hughes 800,000

 Mahmud Kamani 800,000

 Simon Wilkinson 800,000

2) Cornerstone Investor Warrants - non-transferable warrants to subscribe for up to 400,000 ordinary shares, exercisable at 125p (250,000,000 ordinary shares, exercisable at 0.20p before the share consolidation in 2023) for five years from 25 May 2021, were issued to the Cornerstone Investors of the May 2021 placing. These warrants all expired on 25 May 2026.

 Name  Number of ordinary shares subject to Cornerstone Investment Warrants

 Ben Turner 80,000

 Donna Turner 120,000

 James Pope 80,000

 Maxine Pope 120,000

3) Broker Warrants - transferable warrants to subscribe for up to 160,000 ordinary shares, exercisable at 125p (250,000,000 ordinary shares, exercisable at 0.20p before the share consolidation in 2023) for five years from 25 May 2021, were issued as shown below. These warrants all expired on 25 May 2026.

 Name  Number of ordinary shares subject to Broker Warrants

 Turner Pope 94,000 

 Dr Nigel Burton 40,000 

 Mark Slade 16,000 

 David Rae 10,000 

4) Director Warrants - non-transferable warrants to subscribe for, in aggregate, 192,000 ordinary shares (120,000,000 before the share consolidation in 2023) were issued to the Executive Directors and the Non-Executive Directors, exercisable at 125p (0.20p before the share consolidation in 2023) for five years from 25 May 2021, provided that the ordinary shares have traded at a Volume Weighted Average Price (VWAP) at or above 187.5p for 20 consecutive Business Days, or on a change of control of the Company. These warrants all expired on 25 May 2026.

 Name  Number of ordinary shares subject to Director Warrants

 Simon Wilkinson 48,000

 Dr Nigel Burton 48,000

 Mark Slade 48,000

 David Rae 48,000

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Retained earnings

This comprises all current and prior periods retained profits and losses of the Group, net of distributions to owners.

Other reserves

This comprised a reserve relating to equity-settled share-based payment arrangements, a merger accounting reserve, and a reverse acquisition reserve.

  9                      Related party transactions   At 30 June 2026, Simon Wilkinson owed £12,000 (year ended 31 December 2025 - £12,000) to the Group and Nigel Burton owed £Nil (year ended 31 December 2025: £Nil) to the Group. These balances still remain outstanding as at 30 June 2026. All of these individuals are shareholders and also Directors of the Company.   There were no related party payments in the first half ended 30 June 2026.     10                  Availability of half year report

Copies of the half-year report are available on request from the Company’s registered office at 5th Floor Room 502d, Chancery Place, 50 Brown St, Manchester, M2 2JG, and can also be viewed at:

https://sghplc.co.uk/reports-and-presentations.html  

For further information please contact:

Sorted Group Holdings Plc                                                                          Tel: +44 (0)3300 555 284

Simon Wilkinson, Executive Chairman

Allenby Capital Limited (Nominated Adviser)                                            Tel: +44 (0)20 3328 5656

David Hart

Vivek Bhardwaj

Turner Pope Investments (TPI) Ltd (Broker)                                              Tel: +44 (0)20 3657 0050

Guy McDougall

Andy Thacker

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