Sosandar PlcLSE: SOS

Full Year Results and Trading Update Report

· Issued by Sosandar Plc
Sosandar Plc Annual Report For the year ended 31 March 2026

Company Registration Number: 05379931

Contents

Page

Group Overview

Chairman's Statement Strategic Report

2

4

Corporate Governance

Board Membership Directors' Report

22

33

Consolidated and Company Financial Statements

Independent Auditors' Report

Consolidated Statement of Income and Other Comprehensive Income Consolidated Statement of Financial Position

Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Company Statement of Financial Position Company Statement of Cash Flows

Company Statement of Changes in Equity

Notes to the Consolidated and Company Financial Statements Company Information

39

48

49

50

51

52

53

54

55

87

I'm delighted to report on a year of strong progress for Sosandar, which marks a further step forward in the delivery of our strategy and is testament to the strength of the foundations we have built. Having deliberately reset the business three years ago - prioritising margin quality, profitability and cash generation over short-term volume - FY26 demonstrates that this disciplined approach is now delivering profitable growth alongside increased financial resilience.

During the year, the Group delivered total revenue of £42.3 million, an increase of 14% year-on-year, while maintaining a clear focus on margin enhancement and profitability. Gross margin increased to 64.0%, reflecting continued improvement in intake margins and a sustained move away from discount-led trading. We delivered adjusted profit before tax of £0.4 million, in line with market expectations and a further improvement on the prior year.

Our own website, which remains central to the Sosandar brand, continued to perform strongly, with revenue growth of 24% year-on-year. This performance was driven by increased traffic, improved conversion and higher order volumes from both new and returning customers, highlighting the ongoing appeal of our product proposition and the effectiveness of our marketing strategy. Demand remained strong across all categories, demonstrating our ability to translate trends into a distinctive Sosandar aesthetic that resonates with customers.

Sosandar is now firmly established as a multi-channel retailer, with products sold through our own website, through highly reputable third-party partners and our store estate. Trading through partners such as NEXT remained robust, with Sosandar continuing to perform as one of the top-selling brands across these platforms, providing valuable reach and complementary exposure alongside our direct-to-consumer channel. Our stores are now all in their second year of trading, with performance strengthening across the portfolio.

The year also highlighted the benefits of our diversified channel mix. Following the cyber incident atM&S, trading through this partner was temporarily disrupted, however the strength of our own-site performance and other third-party partners ensured the business remained resilient throughout this period. Activity has since normalised and stock intake has returned to pre-incident levels.

Sosandar ended the year with net cash of £8.4 million, even after returning £1.8 million to shareholders through share buybacks. The Board remains committed to disciplined capital allocation. The decision to undertake buybacks reflects our confidence in the long-term prospects of the business and the strength of the balance sheet.

At the heart of Sosandar's success is our product: high-quality, versatile, head-to-toe outfitting at a compelling mid-market price point. This is delivered by a talented and dedicated team across the business, whose commitment and creativity continue to underpin our progress. I would like to thank all our colleagues for their contribution over the year.

The Board remains confident in Sosandar's strategy and long-term opportunity. The delivery achieved in FY26, combining revenue growth, sustained margins and a robust cash position, supports our belief that the foundations are firmly in place to deliver sustainable, profitable and cash-generative growth over the medium to long term. Our priorities remain clear: to deliver profitable growth through the performance of our own site, supplemented by other channels that drive more customers to the Sosandar brand.



On behalf of the Board, I would like to thank our shareholders for their continued support.

Nicholas Mustoe Chairman

9 July 2026

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 AT A GLANCE Quality product with a distinctive style
  • Sexy and chic, flattering and wearable

    o Customers know Sosandar consistently delivers quality products at a mid-market price point for all their wardrobe needs

    Large and underserved addressable market
  • 20 million women in the 35+ age demographic in the UK

    o Every woman in the UK buys clothes, with fashion being the second largest retail consumer category in the UK. 11p in every pound spent on retail in the UK is on clothing

    Multi-channel growth strategy
  • Accessing the addressable market through all channels

    • Own site is the bedrock of the brand, top selling brand with third-party partners, own stores attracting new customers, able to leverage brand equity through licensing

      Informed by industry knowledge and data insights
  • Know how to keep women shopping at Sosandar

    • Proven marketing strategy, alongside quality products, driving customer acquisition and high levels of repeat orders

      Agile and scalable business
  • Supported by an expert team and strong operating infrastructure

    • Economics of the model become increasingly attractive as Sosandar scales

      Delivering sustainable growth
  • Improving margins and profitability

    • Underpinned by a robust balance sheet and disciplined capital allocation

CO-CEO'S STATEMENT

FY26 has been an important year for Sosandar. It is the year in which we have clearly and consistently demonstrated that the strategic decisions we made to prioritise margin quality, profitability and cash generation while repositioning the brand as a full-price, multi-channel retailer were the right ones.

Over the last 18 - 24 months, we asked customers to change their shopping behaviour: to stop waiting for the next promotion and to return to a more "normalised" way of shopping with us. That was a deliberate choice, and it required patience and discipline. The result is that FY26 delivered what we expected: a return to strong revenue growth, achieved alongside sustained margins and improving profitability - proving we can do all three at the same time.

Strategic focus delivering strong financial performance

The Group delivered revenue of £42.3m, up 14% year-on-year, driven by a particularly strong performance on our own website, where revenue increased 24% year-on-year. This was supported by higher traffic, improved conversion and increased order volumes from both new and existing customers. Our focus on margin also delivered, with gross margin further increasing to 64.0% (FY25: 62.1%).

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 CO-CEO'S STATEMENT (continued)

This stronger mix of growth and margin delivered a meaningful step forward in underlying profitability, with adjusted profit before tax of £0.4m (2025: £0.2m), in line with market expectations. Adjusted profit before tax includes the impact of the store estate (store estate loss of £0.9m) which as expected continues to weigh on profitability until they mature. Refer to the Financial Review from page 7 for further detail.

Importantly, the business remained cash generative and ended the year with net cash of £8.4m, even after returning £1.8m to shareholders through share buybacks.

The Sosandar brand: built on quality of product with a distinctive style and customer loyalty

Sosandar has always been a 'brand' first. Our customers come to us because they recognise our distinctive Sosandar aesthetic - sexy and chic, flattering and wearable - and because our products consistently deliver quality at a mid-market price point.

We also believe our brand stands out in the sector because of how we interact with our customers: we present fashion through an upbeat, real-life lens - imagery that reflects confidence. This tone is not superficial; it contributes to loyalty and engagement over time, helping customers feel connected to the brand as well as the product.

Sosandar continues to perform strongly across all categories, from occasion wear to casualwear, reflecting our ability to translate trends into our signature aesthetic and meet customers' needs across multiple moments and occasions.

Refined and predictable marketing strategy driving customer loyalty

A key driver of our return to growth, alongside the strength of the product offering, has been the success of Sosandar's marketing activity.

Our marketing strategy is differentiated by its tight alignment to product, brand and customer insight, rather than volume-led customer acquisition. We focus on reaching a clearly defined audience, style-conscious women looking for quality, wearable fashion through distinctive, lifestyle-led content. This approach, combined with disciplined, data-driven targeting, enables us to attract higher-quality customers with stronger lifetime value rather than purely driving traffic. A key differentiator is our continued use of curated print brochures, which have proven highly effective in both engaging existing customers and attracting new ones, reinforcing brand identity.

Importantly, our physical stores and curated third-party partnerships also act as powerful brand-building and discovery channels, introducing Sosandar to new customers in a considered way that reinforces brand credibility. This integrated model which spans digital, print, stores and partners, creates a more premium and consistent customer journey, supporting new customer acquisition and long-term engagement without reliance on heavy promotional activity.

We have seen new and existing customers shop more frequently now that they are accustomed to paying full price. As customers adjusted to fewer discounts, we worked to re-ignite lapsed shoppers

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 CO-CEO'S STATEMENT (continued)

and increase the frequency and breadth of purchase among returning customers, as well as increasing marketing spend in a measured way to attract new customers to the brand.

Multi-channel growth: own site at the core, with powerful partner reach

Sosandar's own website remains the cornerstone of the brand and our flagship destination, where customers can engage with the full Sosandar lifestyle and product range. FY26's performance demonstrates the strength of this channel, with own-site revenue up 24% year-on-year.

Alongside our own site, our third-party partner model continues to deliver reach, credibility and incremental demand, with Sosandar remaining one of the top-selling brands across key partners including NEXT. As expected, trading with M&S has gradually resumed following their cyber incident, with stock intake now back to pre-incident levels.

This combination of strong direct-to-consumer performance at attractive margins, supported by high-quality partner distribution, is the heart of our growth strategy. As we have said consistently, we are building a brand with multiple routes to market, anchored in product relevance and customer loyalty.

Our store estate continued to mature during FY26, with a positive uplift in performance as locations moved into their second year of trading. We have also reinforced an important learning: market town locations are performing most strongly, while shopping centre locations take longer to mature.

We view stores as an important part of our multi-channel model, both as a brand showcase and as a way to introduce Sosandar to new customers. However, we remain clear on the economics. As expected, stores continue to weigh on profitability until they mature. Our priority is therefore to drive profitability in every location before considering further openings. In line with this approach, we do not currently anticipate any further new store openings in the FY27 financial year.

Our licensing agreement with NEXT is still in a nascent stage however we have seen strong sales in categories such as home fragrance and rugs, which are more conducive to impulse purchases rather than big ticket items such as sofas and furniture. Our partners are still learning what types of products resonate with customers and it is important to note that there is no capital expenditure required from Sosandar in producing the products, so there is little risk to the venture.

Building a model with meaningful operating leverage

As Sosandar scales, the economics of the model become increasingly attractive. Over recent years we have built a capable team and the core operating infrastructure needed to support our business. With revenue growing, we believe there is meaningful opportunity for profit to grow faster than revenue over time, because much of the cost base required to operate the business is already in place and does not need to rise in line with sales.

In practice, this means we can grow by doing more of what we already do well: designing great product, marketing it intelligently, and selling it across our channels without needing proportionate increases in headcount, content creation or fixed infrastructure.

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 CO-CEO'S STATEMENT (continued) Well placed to continue delivering profitable growth

Looking ahead, we have entered FY27 with positive momentum and trading since the year end has been in line with expectations. In the first quarter, net revenue increased by 22% to £11.6m, reflecting continued strong performance across the business. We have continued to make progress on margin, with gross margin increasing further to 65.2%, underlining the strength of our product proposition and the benefits of the disciplined approach we have taken over the last two years.

Own-site revenue grew by 7%, with continued progress across our key customer and trading metrics. While this represents a moderation against the exceptional growth delivered in FY26, this was anticipated given the prior year comparator marked the first period of renewed growth following the strategic decision around pricing, promotions and marketing investment. Trading across our third-party partners remains strong, with all major partners performing ahead of the prior year, including M&S following the return to normal trading conditions.

We continue to prove out the thesis that we expected when we started the journey of improving margin and profitability, we have never been more confident in the long-term opportunity for Sosandar. Our priorities remain focused on growing the core online and partner business at attractive margins; continue to deliver product that resonates with our broad customer demographic; and maintaining disciplined capital allocation while retaining flexibility to invest behind the brand.

FINANCIAL REVIEW

KPIs

Year ended 31

March 2026

£'m

Year ended 31

March 2025

£'m

Change

Revenue

£42.3

£37.1

14%

Gross Profit

£27.0

£23.1

17%

Gross Margin

64.0%

62.1%

186 bps

Adjusted Administrative Expenses1

£26.6

£22.9

16%

Adjusted Profit before tax1

£0.4

£0.2

142%

Statutory Profit / (Loss) before tax2

Nil

(£0.1)

N/A

EBITDA3

£2.1

£1.0

105%

1 Adjusted figures excludes the effect of year specific transactions that are either one-off in nature and / or unreflective of the underlying trading performance of the Group which includes impairment of non-financial assets in FY26 and warehouse transition costs in FY25. More details are provided in note 3.

2 Statutory profit before tax for the year ended 31 March 2026 was £31k.

3 EBITDA is calculated as profit/(loss) before tax, adjusted for finance income/costs, depreciation, amortisation, share based payments and impairment.

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 FINANCIAL REVIEW (continued) Sosandar.com KPIs

Year ended 31

March 2026

Year ended 31

March 2025

Change

Sessions

15,074,564

13,584,784

11%

Conversion rate

2.68%

2.42%

26bps

Number of orders

404,614

328,574

23%

AOV1

£109

£114

-4%

Active customers2

204,492

177,201

15%

Average Order Frequency3

1.98

1.85

7%

1 Average Order Value is calculated on own site sales only, inclusive of shipping charges and VAT

2 Active customers is the number of individual customers who purchased from Sosandar.com in the last 12 months

3 Average Order Frequency is the total number of orders in the last 12 months divided by the number of active customers

Our focus for FY26 was to deliver a year of growth in revenue, particularly on our own website, further increase gross margin and improve our profitability. We have delivered against these objectives, in spite of the significant impact of losing revenue through M&S following their cyber incident in April 2025, at the beginning of our financial year. Our performance is therefore extra pleasing, and gives us confidence that FY27 will be similarly strong with a full and normalised year through M&S. Profit has been impacted by physical stores, which are currently weighing on PBT, although revenue is lifting as each location moves into the second year of trading.

We have also been cash generative in the year and have purchased £1.8m of shares at an average price of 7.17p, equating to 10% of the total issued share capital. 24.8m shares are held in treasury at 31 March 2026 and further approval was granted on 1st April 2026 to make further purchases up to a maximum of 22.4m shares.

We are in a strong financial position to deliver sustained growth in revenue and profit, following the strengthening of our foundations over the previous couple of years.

Income Statement Revenue +14% to £42.3m

The Group recognised revenue for the year of £42.3m, representing an increase of 14% compared with the previous financial year (£37.1m). Revenue through our own channels (own website and stores) was £21.5m which is 31% up year on year. Third-party revenue was flat in the year, although this is materially affected by the cyber incident at M&S.

Returning to growth on our own website was the number one objective following the strategic decision to reduce the level of promotional activity which commenced two years ago. As our customers have become used to the new norm, we have seen growth in orders from both new and repeat customers, with KPIs showing growth. Importantly, the growth in revenue has been delivered with substantially higher gross margin, which has resulted in the gross margin for the Group improving by over 600bps in just two years (FY24 57.6%). Active customers increased by 15% and the Average

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 FINANCIAL REVIEW (continued)

Order Frequency increased by 7% which also reflects the increased investment in marketing, which is paying back on first order as a result of the gross margin being so much higher than in the past.

As we end the financial year, all of our retail stores have now been open and trading for more than one year. It is really pleasing that we are seeing an uplift in revenue year on year as each store matures and more new customers are being introduced to the Sosandar brand as a result of the stores existing. However, the store estate is weighing on profitability, impacting PBT by £0.9m in the financial year. Stores in market town locations are performing most strongly, with shopping centre locations taking longer to mature. It is these shopping centre locations that are having the largest impact on profitability and is why we do not anticipate further openings in the near term, until we see locations move to break even and into profitability.

Revenue through our third-party channels was maintained at £20.8m (FY25: £20.7m), being heavily impacted by the cyber incident at M&S. We had zero revenue for a period of 11 weeks from late April to early July. Following the M&S website becoming active again, trading was at a reduced level due to the restrictions on how much stock could be ingested into their warehouse. As a result, the impact of reduced revenue was experienced for the entirety of the Autumn / Winter season with stock levels only returning to normalised levels in February 2026 in the lead up to the Spring / Summer season 2026.

Trading through our other third-party partners has been strong in FY26, as we continue to be one of the top selling brands in each of them, including NEXT who continue to be our largest partner.

Gross Margin +186 bps to 64.0%

The strategic focus on improving gross margin has resulted in a further step up in the year, increasing to 64.0% (FY25: 62.1%). Following the reduction in price promotional activity on our own website, the gross margin has now increased in two years by over 600 bps (FY24: 57.6%).

The primary reason for the increase in gross margin is the trading strategy on our own website. Additionally, intake margins have improved, in part reflecting the strengthening of Sterling against the US Dollar, leading to lower landed costs for stock. We have also reduced slightly the number of stock suppliers that we work with, leading to larger volumes being concentrated with each supplier resulting in improved prices being agreed.

Adjusted Administrative Expenses +16% to £26.6m

Adjusted administrative expenses (excluding the effect of year specific items) increased by 16% to

£26.6m (FY25: £22.9m) compared to a 14% increase in revenue.

Administrative expenses as a percentage of revenue increased marginally to 63% (FY25: 62%), which reflects spend increasing in order to drive growth in revenue coupled with a full year of costs for all 6 retail stores.

Following a year of low spend in FY25 (£1.1m), we have increased the investment in marketing which has delivered an excellent result with own website revenue growing by 24%. Marketing spend in FY26 was £2.4m which is mostly allocated to social channels, notably Meta and Google, coupled with the

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 FINANCIAL REVIEW (continued)

reintroduction of consumer brochures. In the year, three brochures were sent, one in Spring and two in Autumn. The objective of our marketing activity is to recruit new customers to Sosandar, and to engage with existing customers, encouraging them to purchase more frequently throughout the year. Increasing the spend is anticipated in FY27 and beyond with the quantum being the result of continued discipline, ensuring that the Cost Per Acquisition and Cost Per Order are maintained at a level which results in the pay back that we expect.

The cost of physical retail stores including fit out depreciation was £2.4m in FY26 (FY25: £1.2m) which reflects the first full year of trading for all six stores.

The cost of fulfilment which includes warehousing and customer order delivery costs increased by 10% to £4.1m (FY25: £3.8m). This increase reflects the increase in throughput as the revenue was higher. Importantly, this cost as a percentage of revenue reduced from 10.2% to 9.8% reflecting economies of scale and efficiency benefits being delivered by our new warehouse provider, Torque Logistics. We moved to Torque in February 2025, so FY26 is the first full year where they have supported us. They have performed well, meeting all agreed KPIs ensuring our customers receive their orders quickly and processing stock receipts in a timely manner. Cost benefit has been realised following the warehouse move, with improved KPIs and lower delivery costs.

Other administrative costs increased by 5% to £17.6m (FY25: £16.9m). Overall, costs have been well controlled with focus being to spend in areas that will drive growth in revenue, specifically marketing. The increase in other administrative costs is predominantly due to two factors: foreign exchange losses and share based payments. A loss on foreign exchange is due to rates on forward contracts between GBP and USD being below the rate on the date USD stock invoices are paid. The total loss in the year was £0.3m (FY25: Nil). Additionally, the surrender and issuing of new share options resulted in an incremental cost to FY26 amounting to £0.2m more than in FY25.

Store Impairment £0.3m

During the year, a non-cash impairment charge of £0.3m has been recognised relating to tangible fixed assets and the notional right of use assets created as a result of the application of the IFRS 16 accounting standard. The impairment is excluded from the Adjusted PBT as it is not reflective of the underlying trading performance of the Group. More details are provided in note 11.

Statement of Financial Position

The statement of financial position has been strengthened in the year and remains robust. As at 31 March 2026, the Group had net assets of £16.9m (FY25: £17.9m) and a net current asset position of

£13.9m (FY25: £14.5m).

In September, approval was granted at a General Meeting allowing for the cancellation of the Company's share premium account in order to create distributable reserves. This was a preliminary step in order to provide the distributable reserves required to have the ability and flexibility to return value to Shareholders. Additionally, further approval was granted allowing the Company to make purchases of ordinary shares in the capital of the Company up to a maximum of 10% of the Company's

STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026 FINANCIAL REVIEW (continued)

issued share capital. Subsequently, the full 10% authority has been utilised, with 24,822,651 shares being held in treasury at 31 March 2026, costing a total of £1.8m. Post the end of the financial year, a further approval was granted to allow for another 10% to be purchased.

After spending £1.8m on the share buyback, the cash balance at 31 March 2026 was £8.4m (FY25:

£7.3m). There remains no bank indebtedness. Strong trading coupled with reducing inventory during the year are the primary reasons for the strengthened cash balance. Additionally, there was substantially lower CAPEX outlay in FY26, following the opening of the retail store estate in FY25 (£1.7m).

Inventory, net of provisions reduced in the year, from £11.1m in FY25 to £10.0m in FY26. The reported inventory balance includes stock on hand at the main warehouse, at our stores and at third-party concession partners, stock in transit and the right to return asset which covers post year end returns. Following the strategic change of reducing price promotional activity on our own website and the subsequent reduction in revenue in FY25, carry over stock was higher entering into FY26. Strong sell through in FY26 was achieved from carry over and newly purchased stock, resulting in closing inventory being lower year on year. Whilst the lower level of inventory did not have a material effect on revenue, we do expect inventory levels to rise by a greater percentage than revenue in FY27 in order to rebuild the level of carry over stock.

Within inventory, the right to return stock, covering the post year end returns, was maintained at

£0.6m (FY25: £0.6m).

Trade and other payables increased marginally to £7.2m (FY25: £7.1m). Whilst there is nothing of note to report, it is worth highlighting that payments continue to be made in full and on time and there has been no change in the average payment terms for stock in the year.

Trade and other receivables decreased to £3.5m (FY25: £3.8m) which includes amounts owing from concession and wholesale customers. The reduction reflects the timing of payments from concession partners which were just after year end last year, whereas this year they are before. No change to payment terms were made during the year and the vast majority of payments continue to be received on time and in full.

Non-current assets decreased to £5.7m (FY25: £6.8m), which includes the right of use asset (FY26:

£3.1m vs FY25: £4.1m) which largely relates to the six retail stores opened in FY25.

Investment in fixed assets and intangibles has been much lower in FY26 following the CAPEX outlay in FY25 relating to the stores being opened. Additionally, investment in the Enterprise Resource Planning (ERP) project is ongoing. Stage 1 went live in March 2025 and stage 2 will go live in FY27. Stage 1 covers all stock flows and integrations between our various systems. Stage 2 covers all finance elements with the cost incurred in FY26 being £0.1m.

Cashflow

The Group had a net cash position as at 31 March 2026 of £8.4m (FY25: £7.3m). As highlighted already, the Group's cash position improved during the year, even after the £1.8m incurred buying back shares.

The cash balance is healthy, with the forecast for FY27 to be cash generative, reflecting continued growth in revenue and EBITDA.

Risk Factors

There are a number of risks and uncertainties associated with the business. The Board believes the following are the principal risks along with the mitigating actions being applied.

External Risks

Risk Factor

Impact

Mitigating Actions

Economic -Macro

  • Uncertainty in the economy, as a result of world events leading to inflation or the fear of inflation. Cost of living and squeezing of disposable incomes could lead to reduced consumer spending on clothing which could lead to a reduction in revenue.

  • The typical customer of the business tends to have a higher level of disposable income and therefore able to withstand economic turbulence.

Therefore, the business is able to trade well through periods of high inflation or wider economic downturn.

The product range and price points are diverse covering all main wardrobe

needs of the target demographic and can be agile to manage any situation.

Route to Market (Channel)

  • Currently, the vast majority of revenue is being generated online which makes up 40% of consumer spending on clothing in the UK. The 60% of consumer spending which is transacted in physical retail stores is not being fully capitalised on to the extent of the proportion of overall spend.

  • Risk could be mitigated by expanding routes to market including more physical retail, which could be own stores and / or through third-party partners. Sosandar has six own retail stores which opened in the 2024/25, increasing access to customers through a physical format.

  • Already, a substantial amount of trading takes place through multiple third-party platforms in addition to Sosandar.com. This includes some of the UK's largest retailers, such as NEXT

and M&S.

Route to Market (Geographical)

  • The vast majority of revenue is generated in the UK therefore a deterioration of the UK economy specifically could have an adverse impact on revenue if consumer confidence and spending reduce.

  • Expansion into new international markets commenced in FY24 with third-party partnership in Australia and plus being able to deliver to 100 countries from Sosandar.com through the tie-up with Global-e. Further expansion into international markets would reduce the risk of the majority of revenue being generated in the UK.

However, expanding in international markets has its own risks, with greater costs and engaging with customers who may have different product tastes.

External Risks

Risk Factor

Impact

Mitigating Actions

Warehouse catastrophic incident

  • All stock purchased by the business is receipted into one main warehouse, operated by a third-party logistics provider.

  • A catastrophic incident, such as a fire could result in a large proportion of stock being damaged or lost.

  • The third-party logistics provider is reputable with a large number of fashion brands choosing them as their partner.

  • The warehouse has all required detection equipment in place and Sosandar insurance partner has inspected the site for checking everything is in order to prevent such a

catastrophic incident from occurring.

Fashion

  • As trends change there is a risk that design does not keep up with customer requirements for the latest fashion.

  • The business operates a model whereby product is landing into the warehouse daily. Working to tight lead times that allow the design team to track the latest catwalk and commercial fashion trends. These are then fed into the product development cycle to ensure that customers have access to the latest trends at

affordable prices.

Competition

  • From new or existing competitors.

  • Loss of revenue.

  • Reduction in margin and profitability if competitors increase discounting resulting in consumers shopping elsewhere.

  • The business is agile and can adjust its strategy according to all external factors including those of its competitors.

  • The business has an increasingly loyal and growing active customer database which allows the business to engage with them regularly through e-mail and

brochures.

Foreign exchange

  • The business purchases stock in both USD and GBP. Adverse currency rate movements could impact margins.

  • A detailed forward-looking purchase plan to identify any potential currency exposure.

  • RRP's can be increased to offset any significant pressure on cost prices

  • Forward contracts are utilised to forward fix the US Dollar rate up to 9 months prior to estimated stock

payment dates.

Negative online reviews

  • Negative comments on social platforms could influence purchasing decisions for new visitors.

  • A dedicated customer service team, led by a highly experienced leader are able to support customers with any questions or issues that they have. The Trustpilot score is currently 'Excellent' which provides customers with the confidence to purchase from Sosandar.

Internal risks

Risk Factor

Impact

Mitigating Actions

Suppliers

  • The business relies on its outsourced manufacturing supplier base to provide the final product. Loss of suppliers through insolvency, disaster or ceasing of working relationship could impact short term supply.

  • Non-compliance with labour or environmental requirements could interrupt supply chain and cause reputational damage.

  • Product supplied could be of insufficient quality for sale.

  • Purchases are spread over a number of suppliers to avoid over dependency on any single supplier and as the business is growing and increasing order quantities the potential supplier base is widening.

  • All design is done in-house with detailed specification packs provided for each product which helps on-board new suppliers quickly.

  • All suppliers are asked to confirm adherence with the business code of conduct.

  • Independent supplier audits are conducted at least once every two years, ensuring compliance with working practices and ethics.

  • Each product goes through an extensive sampling process and final quality control process to ensure it is suitable for sale.

Systems / Cyber

  • System outages would prevent the business from operating and therefore would see a reduction in revenue during this time.

  • GDPR could impact ability to work with data providers who help identify prospective customers for marketing purposes.

  • Data breaches could impact reputation and business continuity.

  • The business has agreements with external partners to manage and support its systems and they would ensure that any outage is minimised.

  • The main website is hosted in the cloud, allowing for automatic scaling to maintain speed and robustness in periods of high demand.

  • Restricted access to sensitive data which is only held in systems which have MFA (Multi-Factor Authentication) enabled with any sharing of such information being through secure means.

  • Dedicated cyber insurance policies are in place which include specialist resource and plans to minimise the impact of any cyber-attacks.

Internal risks

Risk Factor

Impact

Mitigating Actions

Key employees

  • The loss of one or more of our key employees could have an adverse impact on the business and inhibit its ability to grow as planned

  • The remuneration committee are responsible for ensuring that key employees are rewarded sufficiently to retain and motivate on an ongoing basis.

  • There is a Long Term Incentive Plan in place for the board plus the other members of the senior leadership team in the form of share options.

Working capital

  • The Group requires a strong cash balance in order to grow. The working capital needs include investment in inventory, customer acquisition, product development and operations.

  • The business has detailed forecasting models including sensitivity scenarios so that robust decisions can be made, balancing growth potential with risk mitigation.

  • The cash balance is strong (£8.4m at 31 March 2026) and the business has been generating cash in the last financial year. This allows the business to manage peaks and troughs in the balance as a result of any change in trading performance.

  • Weekly and monthly cash flow projections are reviewed by senior management and actions taken where necessary, with all key members of staff

aware of the cash flow objective.

Sosandar: A responsible fashion business

As a responsible business, we are conscious of the impact our operations have on our diverse network of employees, customers, suppliers, manufacturers, shareholders and the communities in which they work.

We are committed to having an increasingly positive impact through every aspect of our business as we progress against our three key areas of focus. These consist of:

  • Ethical Operations

    A fair, transparent and collaborative supply chain

  • Environmental Sustainability

    Minimising the footprint left on the natural world

  • Fabulous Sosandar

An inclusive and uplifting workplace

Ethical Operations

As we continue to scale as a business, we remain committed to working with suppliers who share our core values of social responsibility and ethical operations. This remains a central tenet of our strategy and we are focused on constantly improving how we work to ensure that our levels of corporate governance consistently improve. In this regard, we routinely review ethical operations within our supply chain at Board level, overseen by our Head of Sourcing, to ensure that our high standards are maintained across all levels of our business, our partners and those within our supply chain.

Transparency in our supply chain

As part of our commitment to ethical sourcing within our supply chain, we continue to work in line with our robust "Code of Conduct" which encompasses essential aspects of ethical and social compliance. Amongst others, this includes stringent policies on child labour, which all of our 60 global suppliers are required to adhere to.

This commitment reflects our dedication to ensuring the highest standards of ethics and social responsibility throughout our supply chain are both maintained and advanced as we grow as a business.

At Sosandar, we hold social responsibility at the very core of our ethos and, as we challenge ourselves to be a more conscientious and socially impactful business, accountability around our progress is important. In order to enhance transparency and ensure better accountability, we continue to utilise independent audits through organisations including SMETA (Sedex Members Ethical Trade Audit) and BSCI (Business Social Compliance Initiative), which serve as robust measures to verify and maintain compliance within our global supply chain. By employing these review processes, we reinforce our commitment to upholding our own high standards and ensuring the integrity of our operations.

Third-Party Partners

Working with third-party partners is an essential element of our sales strategy and as a business, we implement a high level of criteria to ensure that our own social values are aligned with any potential partner.

We currently work with multiple third-party partners including NEXT and M&S. Each of these partners maintain their own stringent Environmental, Social and Governance (ESG) policies and we are proud to continue working with them as we grow our brand.

Environmental Sustainability

Reducing our environmental impact is a key focus area for Sosandar. We regularly examine the raw materials and components used in our products, seeking opportunities to source and produce them in a more sustainable manner. Our ongoing commitment to sustainability drives us to explore ways to enhance the sourcing and production processes for greater environmental responsibility and we will continue to do so as we progress on our growth journey.

Minimising the use of air freight in favour of more environmentally friendly methods of transporting stock remains part of our ongoing agenda.

Environmental Sustainability (continued)

We are committed to amending our practices to find the right balance of transportation methods while taking into consideration cost, lead time and environmental impact. Having increased the amount of our stock that is now being transported via sea freight shipping, we have also increased the consolidation of inbound shipments which further reduces our impact.

Minimising waste

Since foundation, we have been determined to create clothing that is long-lasting and minimises waste within the fashion industry. Sosandar products are made to the highest standards, using quality materials that ensure durability and longevity.

We are proud to continue working with Smart Works, a charity which delivers an invaluable service to women across Greater Manchester, delivering high quality and sustainable clothing to women in need. Through this partnership, we seek to combat clothing waste and make a tangible difference within the fashion industry.

Recycling

As part of our ongoing environmental strategy, we remain committed to minimising waste by utilising recyclable, carbon neutral and sustainable consumer packaging where possible. 100% of our inbound polybags are made from fully recycled materials and in addition to this, our consumer bags are made from sugar cane.

We continue to use a dedicated packaging supplier for all of our product suppliers to order from, ensuring full transparency and ensuring that all packaging is made from recycled materials.

Fabulous Sosandar

Our team

At Sosandar, our people are at the centre of everything we do and we would like to take this opportunity to sincerely thank all of them for their continued diligence and dedication.

We have worked hard to make Sosandar an open and enjoyable workplace for all of our staff and we are very proud of the inclusive and open culture we have created. It is the commitment and hard work of our people that has allowed us to become the company we are today and they will continue to be the backbone of our business as we scale.

We are pleased to be an equal opportunity employer, recruiting from a varied pool of talent and we are dedicated to ensuring that all applicants and employees are treated with fairness and equality, without any form of preferential treatment. Promoting this inclusivity is very important to us as a business and it will continue to be so in the future.

Looking forward

As a business we are committed to having a positive impact on our society, the environment, and our team. We acknowledge there is increasing interest from a wide range of stakeholders on the various positive impacts that the business has and what we are doing to improve outcomes. As we continue on our growth journey, we will further expand our activity, with an ambition to increase the positive, lasting impact Sosandar has on the fashion industry.

Section 172 Statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. They must make decisions in good faith that they believe will most likely promote the success of the Group for the benefit of its shareholders. In making these decisions the Directors must consider, amongst other things:

  • the likely consequences of any decision in the long term;

  • the interests of the Company's employees;

  • the need to foster the Company's business relationships with suppliers, customers and others;

  • the impact of the Company's operations on the community and the environment;

  • the reputation for a high standard of business conduct; and

  • the need to act fairly between members of the Company.

Key Stakeholders

How we engage

Employees

The team remains relatively small with 84 head office and 41 retail employees in total as at March 2026. The culture of the company places a high emphasis on communication, engagement and collaboration which includes an open-door policy from the co-CEO's and wider senior management team. All employees are in the office at least three days per week with many in four or five days. We recruit employees who want to be in the office as they share our values that we are a stronger business for the benefits that collaborative working brings. On a daily basis there will be multiple meetings, many of which are cross functional in nature. In addition the leadership team regularly present to all staff progress and strategic changes being made by the business. Our Human Resources team play a pivotal role in supporting all members of staff, including helping with personal and collective development. Employees are encouraged to provide ideas and feedback on an ongoing basis, which includes an annual anonymous staff survey which has a very high response rate, with themes and actions presented back to staff afterwards. The Appreciation Station continues to be a great success, allowing the whole business to celebrate

successes, teamwork or acts of kindness periodically throughout the year.

Shareholders

As an AIM listed business, we have a dedicated investor website, which was relaunched in 2023, and contains all key information and RNS updates. We also conduct regular presentations with investors, both institutional and retail around the time of key trading updates. Presentations are made available online for those who did not have the opportunity to attend in a live capacity. Throughout the year, the management team have welcomed several institutional shareholders to the offices to gain a greater depth of understanding about the business, including having the opportunity to meet

employees that otherwise they would not meet.

Section 172 Statement (continued)

Key Stakeholders

How we engage

Suppliers

We have a dedicated sourcing team, whose role it is to ensure ongoing assessment and onboarding of new suppliers. In addition, we have personal relationships with suppliers from all levels and across multiple departments within our business. In terms of stock suppliers, multiple visits have been made to their premises throughout the year and key suppliers have also visited our UK head office which further cements the strong relationships that we have. Regular internal communication takes place to update key

stakeholders of all matters relating to our suppliers.

Customers

Our customers are at the heart of everything we do. We use email and social platforms to update them about new products and our customer service team provide feedback on the direct interactions that they have with our customers. Our TrustPilot score is rated as 'Excellent' with frequent 5 star reviews being posted for the ways in which we service the customer on a

daily basis.

Significant events/decisions 2026

Event/Decision

Key

Stakeholders

Actions & Impact

Own Stores

All stakeholders

  • All Sosandar stores have now been open for more than one year

  • A total of six stores opened in FY25, the first being in Chelmsford in August 2024, and the last two to open being in February 2025 (Bath and Harrogate)

  • Three stores are in market towns and three are in shopping centre locations

  • The reason for opening stores is to increase brand awareness and ultimately revenue, as 60% of spend on womenswear is transacted in physical retail stores

  • Focus during FY26 has been on growing revenue so that the estate and each location can move towards delivering a positive contribution.

  • In FY26, the estate weighed on overall profitability, with market towns performing better and shopping centres less well

  • The current plan is to pause on more new openings

until the existing stores move towards profitability

Event/Decision

Key

Stakeholders

Actions & Impact

Drive growth in own

All stakeholders

  • Decision made in 2024 to substantially reduce price

site revenue

promotions in order to focus on improved margin

and profitability

  • Own Site returned to growth in FY26, with revenue

being up by 24%

  • Increased investment in marketing with higher levels

of spend on digital (Meta and Google) plus the

reintroduction of consumer brochures in FY26 for the

first time in two years

  • A new customer's first order is profitable at the

higher gross margin

  • Improved own site KPIs vs FY25:

    • Sessions up 11%

    • Conversion up 26 bps

    • Orders up 23%

    • Average order frequency up 7%

    • Average Order Value -4%

    • Active customers up 15%

  • Gross Margin substantially higher on own site,

resulting in overall Gross Margin in FY26 of 63.9%

(FY25: 62.1%)

Cyber incident at M&S

All stakeholders

  • Cyber incident at our second largest concession partner in April 2025

  • Zero turnover for eleven weeks

  • Disruption continued for the entire Autumn / Winter season, with lower levels of stock being ingested into M&S due to logistical and administrative restrictions

  • Stock ingested in Q4 for the Spring / Summer season returned to normalised levels

  • Whilst Sosandar has a significant cyber insurance policy, it is not currently possible to insure against incidents at third-parties

  • The impact of the lost revenue in FY26 was material

(£1m revenue vs FY25 and substantially more compared to the internal forecast)

Event/Decision

Key

Stakeholders

Actions & Impact

Cost of living / Macro economics

All stakeholders

  • The cost of living has remained high in FY26. Whilst inflation has reduced from its peak, the cost of everyday items has remained high

  • Disposable income for consumers has been reduced, resulting in spending on non-essential items being reduced

  • Consumers have continued to be more discerning in their spending habits, ensuring that any products being purchased are absolutely the ones that they want

  • The Sosandar consumer tends to have a higher level of disposable income and therefore able to withstand economic turbulence. Therefore, the business is able to trade well through periods of high inflation or wider economic downturn

  • The average price point of a Sosandar product is mid-market and therefore items remain affordable for the target customer

  • The product range is diverse in terms of both

category mix and price point which means the consumer remains well served by Sosandar

New warehouse provider

All stakeholders

  • Following the move to a new warehouse provider in February 2025, the business has now completed the first full year in the new warehouse

  • The new provider is Torque Logistics who replaced GXO who the business worked with since the business commenced trading

  • Torque Logistics have multiple sites and support multiple apparel and footwear businesses

  • The first full year has been successful, with all customers being serviced well

  • Whilst the primary reason for the move was for

service, there has also been a cost benefit due to operational efficiencies being realised



Julie Lavington

Director

9 July 2026

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Corporate governance

The Directors recognise the importance of robust corporate governance and, following admission, have undertaken to take account of the requirements of the 2023 Quoted Companies Alliance Corporate Governance Code (QCA) to the extent that they consider it appropriate, having regard to the Group's size, board structure, stage of development and resources.

The QCA Code recommends that the Board of Directors should include a balance of Executive and Non-Executive Directors, such that no individual or small company of individuals can dominate the board's decision making.

Board membership

Name

Role

Classification

Membership during the year to 31 March

2026

Membership as at the date of the Annual Report

Nicholas

Mustoe

Chairman

Non-

Executive

No Change

No Change

Alison Hall

Co-CEO

Executive

No Change

No Change

Julie

Lavington

Co-CEO

Executive

No Change

No Change

Stephen Dilks

CFO

Executive

No Change

No Change

Adam

Reynolds

Non-

Executive

Non-

Executive

Chair Audit Committee

Chair Audit Committee

Andrew

Booth

Non-

Executive

Non-

Executive

Chair Remuneration

Committee

Chair Remuneration

Committee

The Group has an Audit Committee and a Remuneration Committee. The Group does not have, or need, a Nomination Committee at this time. As the Group grows, the Board will actively consider adding additional Directors.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Directors Responsibilities Introduction

The Board of Sosandar Plc seeks to follow best practice in corporate governance as appropriate for a Group of our size, nature and stage of development. As a public company listed on AIM, we are cognisant of the trust placed in the Board by institutional and retail investors, employees and other stakeholders. We recognise the importance of an effectively operating corporate governance framework.

The Board follow the principles of the 2023 Quoted Companies Alliance Corporate Governance Code (QCA) to support the Group's governance framework. The Directors acknowledge the importance of the ten principles set out in the QCA Code and this statement briefly sets out how we currently comply with the provisions of the QCA Code. The Board considers that it does not depart from any of the principles of the QCA code.

Principle

How we follow the QCA Code:

  1. Establish a purpose, strategy and business model which promotes long-term value for shareholders

    Sosandar intends to build long-term shareholder value by targeting an underserved market of women looking for trend-led, affordable, quality clothing with a premium aesthetic. We design and manufacture clothing and footwear for all occasions with fashion forward styles designed to flatter. Our strategy is to build a loyal customer base, focusing on customer growth and retention, by reaching the customer in whatever way they wish to shop, including both online and in store. The focus on driving long-term value for all stakeholders through improving gross margins has started to deliver improved results, demonstrated by improved profit before tax and a return to revenue growth.

  2. Promote a corporate culture that is based on ethical values and behaviours

    The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value.

    The Group carefully assesses each of the companies it works with to ensure the requisite standards and values are in place. All new suppliers must confirm in writing that they adhere to a specific code of conduct before commencing to trading with Sosandar.

    The Group's policies set out its zero tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption or business conduct.

  3. Seek to understand and meet shareholder needs and expectations

    The Directors recognise the importance of engaging with its shareholders and reports formally to them when its full-year and half-year results are published. The executive team meet with both institutional and retail shareholders regularly, and this has included hosting shareholders at meetings at the Head Office where other members of the leadership team are available to meet. In addition, all shareholders are welcome at the Annual General Meeting which is held in person.

    GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026

    Investors may contact the Group directly through the investor enquiries email address noted on the Group's website sosandar@almastrategic.com. Investors may also receive Investor Email Alerts from the Group by signing up at https://www.sosandar-ir.com/investors/regulatory-news/ .

  4. Take into account wider stakeholder and social and environmental responsibilities and their implications for long-term success

    The Directors recognise their responsibility not only to shareholders and employees, but to a wider group of stakeholders (including, inter alia, customers and suppliers) and the communities in which we operate.

    Sosandar Plc is committed to the highest standards of corporate social responsibility in its activities, as outlined in more detail in the annual report and accounts.

    Suppliers

    We outsource manufacturing to more than 50 subcontractors around the world including China, India, Turkey, Brazil, Romania and Spain. All suppliers are asked to confirm they adhere to the ethical trade guidelines. The breadth of strong supplier relationships mitigates the risk of over reliance on a small number of specific contacts. The output from suppliers is regularly reviewed to ensure continued success.

    Customers

    We provide frequent new product ranges to ensure constant newness for our customers. Our in-house designers react quickly to changing customer demand to ensure the Group is on the cutting edge of fashion, while tailoring garments to fit customers.

  5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

    The Board has identified what we believe to be a sensible approach to risk management for a group of our size. We outline the principal risks we face, along with what we do to mitigate those risks, in detail on pages 12 to 15 of our Annual Report and Accounts.

    Minimising risk on any activity or business process is always at the heart of any decisions taken. For example, internal controls exist around cash management and supplier interactions with segregation of duties ensuring that no single employee can process payments.

    This area is subject to regular review as our business and the risks we face evolve.

  6. Establish and maintain the board as a well-functioning, balanced team led by the chair

    The Board includes a balance of Executive and Non-Executive Directors, with three Non-Executive Directors, one of whom are judged to be independent, and three Executive Directors.

    The Board's activities are supported by both Audit and Remuneration Committees.

    All the Directors have appropriate skills and experience for the roles they perform at the Group, including as members of Board Committees.

    GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026

    Directors are subject to re-election at least every three years in accordance with the Articles of Association.

    The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional Non-Executive Directors as the Group fulfils its growth objectives.

  7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities.

    The Board members have diverse and relevant skills and experience. This includes the appropriate balance of sector, financial and public market experience to shape the strategic direction and corporate governance of the Group.

    In addition the Board has access to external advisors where necessary.

    The Board and Committees receive training as appropriate. In particular, the members of the Audit Committee maintain technical competence from appropriate bodies to keep them abreast of the latest accounting, auditing, tax and reporting developments.

    The Directors also receive regular briefings and updates from the Group's NOMAD in respect of continued compliance with, inter alia, the AIM Rules and the Market Abuse Regulation.

    The roles and responsibilities of specific Directors and Board Committees are available on our website. The Board formally meets multiple times per year including at least three times per year in person.

    Each sub-Committee has terms of reference outlining the specific responsibilities delegated to it. The terms of reference of each Committee can be found in the corporate governance section of the Group website.

    More details of the skills and experience of the Directors are provided in the Annual Report on pages 30 to 32 as well as the website.

  8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

    Evaluation of the performance of the Group's Board has historically been implemented in an informal manner.

    The chairman reviews Board and Director performance during the year, which includes but is not limited to: financial targets; adherence to Group policies, effectiveness of management as well as attendance and contribution at Group meetings.

    On an ongoing basis, Board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions to or backup for current Board members.

    GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026
  9. Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

    The Board recognises the importance of designing a remuneration policy that attracts, retains and motivates high-calibre talent to deliver the goals shared by all stakeholders.

    The remuneration committee oversees the remuneration policy for the Group, including assessing all factors which are relevant including looking at comparable companies and benchmarking studies. The objective of the remuneration packages awarded to executives is to be competitive, to include significant long-term incentives which are performance related in order to align with external stakeholder interests. More details on remuneration can be found on pages 70-71.

  10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.

The Group communicates progress throughout the year through Regulatory News Service announcements and in more detail when releasing its interim financial statements and Annual Report and Accounts. All historical Annual Reports and other governance related material, including notices of all general meetings, since the Group's formation, are available on the Group's website.

Results of shareholder votes are made public on the Group's website after the meetings concerned.

Board meeting attendance

The Group holds a combination of in person Board meetings and regular virtual update calls which works well to ensure there is a frequent flow of communication between the Directors. The Directors are responsible for formulating, reviewing and approving the Group's strategy, budget and major items of capital expenditure.

Board

Audit

Remuneration

Total In Year

21

2

-

Alison Hall

18

-

-

Julie Lavington

19

-

-

Stephen Dilks

20

2

-

Nicholas Mustoe

21

2

-

Adam Reynolds

20

1

-

Andrew Booth

20

-

-

Lesley Watt1

13

1

-

1Stepped down from the Board 28 January 2026

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Sub Committees Audit Committee

The Audit Committee, comprises of Adam Reynolds and Nicholas Mustoe. Adam Reynolds became the interim chair on 28th January 2026 following the resignation from the Board by Lesley Watt who was the previous chair. The audit committee met twice during the year.

The committee has the following key responsibilities:

  • Reviewing and monitoring financial reporting;

  • Evaluating the internal control environment

  • Leading the relationship with the external auditors.

    During the year ended 31 March 2026 and up to the date of the Annual Report, the specific actions taken by the audit committee have included:

  • Reviewing and approving the 2026 Annual Report and financial statements. As part of this review, the Audit Committee received a report from the external auditors and had a follow up meeting where matters relating to the report and statements were discussed.

  • Advised the Board on matters relating to the Annual Report and financial statements and provided answers to any questions that were asked.

  • Review of the external auditors planning document, with particular focus on the timetable, audit approach, materiality and assessment of significant risks.

  • Appraising the suitability of the external auditors and subsequently recommending their appointments and the associated fees. Auditors will be rotated at least every 10 years in line with current regulations. The current auditors, Saffery LLP, have been in place for 4 financial years.

  • Assessing recommendations and audit findings from the prior year Audit Committee Report

    Remuneration Committee

    The Remuneration Committee comprises of Andrew Booth who is the chair person, and Nicholas Mustoe. Lesley Watt was also a member of the Remuneration committee up to the date of her resignation from the Board.

    The committee did not meet during the year, as the remuneration for the financial year ending 31 March 2026 was set in the previous year and the remuneration for the new financial year, ending 31 March 2027 was discussed in a meeting in April 2026.

    The remuneration committee has the responsibility for:

  • Reviewing the remuneration of the Executive Directors

  • Making recommendations to the Board on bonus scheme, long term incentive plans, benefits and employee retention strategies

  • Monitoring and recommending on matters relating to remunerations at all levels of the organisation

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Directors' remuneration

The Group operates a remuneration policy with the remuneration committee taking responsibility for all matters relating to Executive team and Non-Executive Directors.

Executive Directors

The remuneration policy on executive director remuneration is designed to ensure that there is alignment between shareholder and executive interests. The desire to sufficiently retain and motivate the executive is achieved through a combination of a competitive base salary and long term incentives.

Basic Salary

The remuneration committee review basic salaries annually. The basic salaries for all executive directors have remained the same for the full duration of the financial year. Julie Lavington and Alison Hall have a basic salary of £280,000 and Stephen Dilks has a basic salary of £204,000. The last revision to salaries for the executive directors commenced in April 2025.

Annual Bonus

Currently there are no short term bonus plans in place however this remains under review by the remuneration committee.

Pension

The Group operates a defined contribution pension scheme which is available to all employees following successful completion of the probationary period. The assets of the scheme are held separately from those of the Group in independently administered funds.

The pension contributions made to Julie Lavington and Alison Hall during the year ending 31 March 2026 remained unchanged as 12% of basic salary.

The pension contributions made to Stephen Dilks during the year ending 31 March 2026 remained unchanged as 8% of basic salary.

Long Term Incentive Plan

The Group has a share ownership compensation scheme for Directors and senior employees of the Group to further align their interests with those of the shareholders. During the year an element of the share incentive scheme was restructured. Working in conjunction with h2g Remuneration Advisory who are an independent remuneration consultancy, the changes have been designed to maintain appropriate incentives for the Senior Management Team and Co-CEOs. The changes involve the issuing of new options to the Senior Management Team, including Stephen Dilks. The number of awards held by the Co-CEOs has been maintained, however the performance criteria of unvested options has been revised to better reflect current market conditions. The total net increase in the number of share options is 4,880,000, representing 1.97% of the Company's total shares in issue. The share options granted will vest at various future dates based on agreed commercial criteria and are detailed in the tables below and in note 18.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026

Non-Executive Directors

The remuneration policy on Non-Executive Director remuneration is determined by the Remuneration Committee. The remuneration is set according to the level of contribution, relevant experience and specialist knowledge. For the year ending 31 March 2026, the Non-Executive remuneration was maintained at £45,000 per annum for the Chairman and £30,000 for all the remaining Non-Executive Directors.

The Directors of the Group held the following beneficial interests in the shares and share options of Sosandar Plc at 31 March 2026 and 31 March 2025:

Share Options Ordinary Ordinary Option Share based payment P&L

charge

31-Mar-26 shares of shares of exercise 0.01p each 0.01p each Price £ Expiry

Alison Hall 5,309,343 5,655,629

0.073

18/12/2035

-

5,725,971

0.000

18/06/2031

188,372

Julie Lavington 5,309,343 5,655,629

0.073

18/12/2035

-

5,725,971

0.000

18/06/2031

188,372

Nicholas Mustoe

4,905,981

400,000

0.151

01/11/2027

-

Adam Reynolds

3,219,901

800,000

0.151

01/11/2027

-

Andrew Booth

150,000

-

N/A

N/A

-

Stephen Dilks

-

1,800,000

0.073

18/12/2035

22,911

Share Options Ordinary Ordinary Option Share based 31-Mar-25 shares of shares of exercise 0.01p each 0.01p each Price £ Expiry payment P&L charge

Alison Hall 5,309,343 1,655,629

0.151

01/11/2027

-

9,725,971

0.000

18/06/2031

109,804

Julie Lavington 5,309,343 1,655,629

0.151

01/11/2027

-

9,725,971

0.000

18/06/2031

109,804

Nicholas Mustoe

4,905,981

400,000

0.151

01/11/2027

-

Adam Reynolds

2,419,901

800,000

0.151

01/11/2027

-

Andrew Booth

150,000

-

N/A

N/A

-

Lesley Watt

43,184

-

N/A

N/A

-

Stephen Dilks

-

720,000

0.000

18/06/2031

19,765

Further details with regards to Executive and Non-Executive remuneration is detailed in note 7.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Biographical details of the Directors Nicholas Mustoe - Non-Executive Chairman

Nick started his career in 1981 working in advertising for agencies Foote Cone and Belding and Lowe Howard Spink. In that time Nick worked across many clients including Tesco, Heineken, Whitbread, Vauxhall, Wicks, Weetabix, Bauer Publishing and Hanson Group Companies.

In 1993 Nick led a breakaway start up agency called Mustoe Merriman Levy which he ran as an independent agency for 15 years, with a brief period under the ownership of Japanese multi-national Hakuhodo. During this time the agency managed client accounts including Kia Cars, Danone, Lloyds Pharmacy, Doctor Marten, Bauer Publishing, Coca Cola and Unilever.

In 2008, Mustoe Merriman Levy merged with a leading PR agency Geronimo to form Kindred, a PR and social media agency. Nick subsequently led an MBO of Kindred in 2010 and continues to lead the company as Chairman.

Nick is also Chairman of Sandown Park Racecourse for The Jockey Club.

Alison Hall - Co Chief Executive Officer and Co-Founder

Former fashion magazine editor, Alison Hall, is co-founder and joint CEO of Sosandar.

Prior to founding Sosandar in 2015, Alison was editor of Look magazine. After its launch in 2007, Alison helped it grow to become a leading fashion magazine title. Alison has been a highly influential fashion editor, and has twice been awarded the Editor of the Year (Women's Magazines (weekly or fortnightly)) accolade by the British Society of Magazine Editors. During her tenure at Look, Alison designed successful clothing ranges for several of the UK's top retailers.

Starting out as a reporter for regional newspapers, Alison began her magazine career at EMAP's Slimming magazine. Recruited by Bliss magazine as deputy editor in 2001, Alison was promoted to acting editor, and six months later moved to More magazine as editor, where she successfully implemented a major relaunch of the title. Alison has also been a fashion contributor to both local and national radio and TV shows.

Julie Lavington - Co Chief Executive Officer and Co-Founder

Former fashion magazine publishing director, Julie Lavington, is co-founder and joint CEO of Sosandar.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Biographical details of the Directors (continued)

In 2007, Julie launched Look magazine, a leading UK women's fashion publication. During her tenure, Julie steered Look to have a multi-platform presence with a wide social media reach. She diversified into producing successful Look branded clothing ranges with leading UK fashion retailers. Julie was awarded the prestigious Publisher of the Year Award in 2010 by the Professional Publishers Association. From August 2014, Julie was also publishing director of UK InStyle magazine a global fashion brand published in 17 countries worldwide.

Prior to her role at Look and InStyle, Julie was publishing director of the TV portfolio at H. Bauer from 2001 to 2006, where she took TV Choice from fledgling brand to market leader. She has also held publishing roles on numerous women's brands, including Marie Claire, after starting her career in advertising sales following a modern languages degree at Durham University. Julie is experienced in consumer research, sales and marketing, logistics and manufacturing, the development of customer-focused businesses, and in the recruitment and development of multi-disciplined teams.

Stephen Dilks - Chief Financial Officer

Stephen joined Sosandar in September 2020 as Finance Director and was appointed Chief Financial Officer in May 2021. Stephen is CIMA qualified and has a broad skillset gained across a number of roles in highly complex organisations with a blend of financial, commercial and strategic experience.

Prior to joining Sosandar, Stephen spent eleven years at Regatta, the last four as Finance Director. During his time at Regatta, Stephen supported the Group's consistent double-digit growth across multiple brands, countries and channels including wholesale, own retail, concessions and online. He was also the finance lead for several key strategic projects including the Group's Brexit planning and the implementation of group wide new IT systems.

Stephen has also worked at Kraft Foods and The Co-Operative Group where he held a broad range of financial and commercial roles.

Adam Reynolds - Non-Executive Director

Adam began his career in the City in 1980 with stockbrokers Rowe Rudd. He later joined Public Relations business Basham & Coyle heading their Investor Relations Division. In 2000, he established his own PR/IR and Corporate Finance firm, which listed on AIM in November 2000 and was then sold in 2004.

Adam was approached in 2005 to become Non-Executive Chairman of International Brand Licensing Plc. In 2009, Adam brought David Evans and Julian Baines - the two leading diabetes specialists in the UK - into the company and the business changed direction. Today it is known as EKF Diagnostics Plc. In 2012, Adam was introduced to Autoclenz Plc through an institutional fund manager. In November 2012, Adam launched a successful agreed bid with the management for the business to be taken private. Adam is a director and shareholder of this business.

Adam is currently Chairman of ProBiotix Plc, MyHealthChecked Plc and Autoclenz Ltd.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Biographical details of the Directors (continued) Andrew Booth - Non-Executive Director

Andrew is a 20 year digital marketing veteran working with hypergrowth companies, starting with gettyimages in 1999 developing his career throughout the rise from Aim to Nasdeq, to NYSE becoming Vice President of Marketing. Following the sale of gettyimages in 2008 for $2.4BN to Hellman and Friedman, Andrew joined Time Out as Group Marketing Director leading the migration of digital with the customers and growth of the worldwide brand prior to stock market listing.

Thereafter he became Chief Marketing Officer for the Hut Group spanning all brands, all customer facing activity globally. In 2014 Andrew joined Laterooms.com, part of TUI PLC as Chief Marketing Officer / Chief Revenue officer, working also as part of the sales team. Andrew remains within the plural environment focused on brands that are utilising technology to significantly drive change and growth with customers. In addition to Sosandar Andrew works with global brands such as Rolls Royce, JCB, Hyundai and a number of North West based private equity companies focused on digital growth through data.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Directors Report

The Directors present their Annual Report and Financial Statements for the year ended 31 March 2026.

Principal activity

The principal activity of the Group is the sale of womenswear fashion, footwear and accessories through its own website, Sosandar.com, through its own retail stores, and through selected third-party partners.

Business review and future outlook

The performance for the financial year as well the Group's strategy, business model and future intentions is covered in the Chairman's and CEO statements on pages 2 to 7.

Financial results

The Group's financial performance and position is covered in the financial review on pages 7 to 11 and in the consolidated financial statements on pages 48 to 51.

Going concern

After making appropriate enquiries, the Directors consider that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As part of their enquiries the Directors have reviewed cash forecasts for the Group and Company's operations for the 12 months from the date of approval of the financial statements. The Group and Company has adequate cash to cover its corporate overheads and management costs over this year but management continues to monitor these costs and manage cashflows. Refer to note 2 for further information.

Dividends

The Board is focused on reinvesting all surplus cash generated in continuing to grow the business in its stated strategic objectives including the opening of physical retail stores. Therefore, no dividend payment will be made for the year ended 31 March 2026 (2025: £nil).

Directors

The Directors who served on the Board during the year and to the date of this report are as follows: Alison Hall

Julie Lavington Stephen Dilks Nicholas Mustoe Adam Reynolds Andrew Booth

Lesley Watt (resigned 28 January 2026)

Details of Director shareholders are contained in the corporate governance report.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Substantial shareholdings

As at 23 June 2026 the following held 3% or more of the share capital of the Company:

Rank

Shareholder

No of shares at

23-Jun-26

% Issued

Capital

1

Schroder Investment Mgt (London)

44,256,794

17.83%

2

Mr Nigel Wray

24,201,393

9.71%

3

Hargreaves Lansdown Asset Mgt (Bristol)

14,287,410

5.76%

4

Dowgate Capital

13,600,363

5.48%

5

GPIM (London)

12,489,204

5.03%

6

Interactive Investor (Manchester)

11,705,937

4.72%

7

EdenTree Investment Mgt (London)

11,520,909

4.64%

8

William Currie Investments

8,724,058

3.51%

9

eQ Asset Management

8,000,000

3.22%

Based on 248,226,513 ordinary shares on 23 June 2026.

As at 31 March 2026 the following held 3% or more of the share capital of the Company:

Rank

Shareholder

No of shares at

31-Mar-26

% Issued

Capital

1

Schroder Investment Mgt (London)

44,308,752

17.85%

2

Mr Nigel Wray

24,201,393

9.75%

3

Hargreaves Lansdown Asset Mgt (Bristol)

15,966,890

6.43%

4

EdenTree Investment Mgt (London)

11,520,909

4.64%

5

Interactive Investor (Manchester)

10,738,576

4.33%

6

GPIM (London)

10,611,981

4.28%

7

William Currie Investments

8,724,058

3.51%

8

Dowgate Capital

8,122,570

3.27%

9

eQ Asset Management

8,000,000

3.22%

Based on 248,226,513 ordinary shares on 31 March 2026.

Events after the reporting period

Further information on events after the reporting period is set out in note 24.

Disclosure in the strategic report

Information in respect of research and development, environmental actions and future developments can be found in the company's strategic report in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance to the Group.

Principal risks and uncertainties

The principal risks and uncertainties of the business are discussed in the Strategic Report and in note 22.

GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2026 Overseas legal entities

The Group has one overseas subsidiary; Sosandar (Europe) Limited which was incorporated in February 2024.

Auditor

A resolution for the reappointment of Saffery LLP as auditor of the Group is to be proposed at the next Annual General Meeting.

Streamlined Energy and Carbon Reporting

Sosandar is committed to being as efficient as possible with regards to energy usage and greenhouse gas emissions. For the financial year ending 31 March 2026, the Group is reporting under the Streamlined Energy and Carbon Reporting legislation (SECR).

Sosandar PLC is submitting this SECR report at a group level for all UK entities.

For the financial year ending 31 March 2026, the reporting entities consumed 235,067 kWh (2025: 75,070 kWh) of energy associated with Scope 1 and 2 greenhouse gas emissions. Electricity consumption accounted for all of the reported energy use, and this is classified as Scope 2 emissions.

The greenhouse gas emissions associated with the above supplies have been calculated to be 41,607 kg/CO2e. Scope 2 emissions were 100% of this and were entirely associated with electricity purchases. The reporting entities consumed 5,755 kg/CO2e (2025: 4,631 kg/CO2e) from Scope 3 emissions and were associated with employee travel where the Group is responsible for the fuel costs.

SECR regulations require the Group to report an energy intensity metric, and we have chosen to use annual turnover as the divisor for our intensity metric. Our CO2e per million pounds of gross turnover were 1,120 kg per million pounds.

Our energy consumption has been calculated based upon metered kWh consumption stated on invoiced supplies in all instances.

Our reporting incorporates all Scope 1 and 2 supplies, and the Group's greenhouse gas emissions have been calculated using the relevant conversion factor published by the UK Government in their GHG Conversion Factors for Company Reporting and is based on HM Government Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (October 2025).

Unit of measurement FY26

FY26

Energy consumption used to calculate

emissions - electricity

kWh

Kg CO2e

Scope 1 - direct emissions from controlled/

own sources (combustion of gas)

-

-

Scope 2 - indirect energy emissions from

purchased electricity, heat, steam and cooling

235,067

41,607

Miles

Kg CO2e

Scope 3 - other indirect emissions from energy use and related emissions from business travel in rental cars or employee-owned vehicles where they are responsible

for purchasing the fuel

20,823

5,755

Total emissions

47,362

Revenue (£'m)

42.277

Intensity ratio (CO2e/£m revenue)

1,120.28

Unit of measurement FY25

FY25

Energy consumption used to calculate

emissions - electricity

kWh

Kg CO2e

Scope 1 - direct emissions from controlled/

own sources (combustion of gas)

-

-

Scope 2 - indirect energy emissions from purchased electricity, heat, steam and

cooling

75,070

15,543

Miles

Kg CO2e

Scope 3 - other indirect emissions from energy use and related emissions from business travel in rental cars or employee-owned vehicles where they are responsible

for purchasing the fuel

17,120

4,631

Total emissions

20,174

Revenue (£'m)

37.132

Intensity ratio (CO2e/£m revenue)

543.31

During FY26 the Group has continued to work on the following initiatives to minimise energy usage;

  • Where practical, reducing the use of air freight and using alternative freight methods, such as sea and rail

  • Continuing to work with suppliers to reduce carbon emissions by reducing consumption and exploring alternative options

  • Enabling for recycling of waste at both head office and our warehouse

  • Working with SmartWorks, a local charity, to donate clothing thereby avoiding waste and associated emissions

    Ongoing goals that the Group are focused on are:

  • Streamlining processes, from source to customer to reduce emissions

  • Through continuous development and responsible business practices, we aim to contribute to a sustainable future for both our stakeholders and the communities where we operate

    Directors' responsibilities

    The Directors are responsible for preparing the strategic report, directors' report and financial statements in accordance with applicable law and UK adopted international accounting standards.

    Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK adopted International Financial Reporting Standards (IFRS). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and Group and the profit or loss of the company for that period.

    In preparing these financial statements the Directors are required to:

    • select suitable accounting policies and apply them consistently;

    • make judgements and estimates that are reasonable and prudent;

    • state whether the Group and Company financial statements have been prepared in accordance with UK adopted international accounting standards, 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 Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and to enable them to ensure that the financial statements comply with the UK-adopted international accounting standards Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Disclosure of information to the auditors

At the date of approving this report, each Director confirms that, so far as that he / she is aware, there is no relevant audit information of which the Group and Company's auditors are unaware and she/he has taken all the steps that he ought to have taken as a Director in order to make her/himself aware of any relevant audit information and to establish that the Group and Company's auditors are aware of that information.

For and on behalf of the Board:



Julie Lavington

Director

9 July 2026

INDEPENDENT AUDITORS REPORT FOR THE YEAR ENDED 31 MARCH 2026 Opinion

We have audited the financial statements of Sosandar PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of cash flows, the consolidated and company statements of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion the financial statements:

  • give a true and fair view of the state of affairs of the group and of the parent company as at 31 March 2026 and of the group's profit for the year then ended;

  • have been properly prepared in accordance with UK-adopted international accounting standards; and

  • have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company 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 entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

We tailored the scope of the audit work to ensure we obtained sufficient, appropriate evidence to support our opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls and the industry in which the group operates.

The group consists of three legal entities, two incorporated and operating in the UK, and one incorporated in the Republic of Ireland. The results of these components are consolidated in the group financial statements. Sosandar PLC and Thread 35 Limited have been subject to a full scope audit by the group audit team, whilst Sosandar (Europe) Limited was deemed a non-material component. For one of the components, Thread 35 Limited, a full scope audit was completed and covered substantially all of the group's revenue, profit and net assets. For Sosandar (Europe) Limited, one specific area has been audited by Saffery LLP, being the confirmation of the year end bank balance for the purposes of the consolidated results. We also tested the consolidation process and related adjustments.

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