Final Results

5 August 2025

Naked Wines plc

('Naked Wines' or 'Group')

Full year results for the 52 weeks ended 31 March 2025 

FY25 performance in line with guidance; strong cash generation including significant progress reducing inventory supports commencement of shareholder distributions

Naked Wines is pleased to announce its audited full year results for the 52 weeks ended 31 March 2025 ('FY25'). Results in line with guidance, reflecting focus on driving profitability and cash generation. Commencement of shareholder distributions.

FY25 Financial Highlights:

● Revenue of £250.2m in line with management expectations across all markets, with -14% year-on-year (-18% FY24 on FY23)

● Gross Profit Margin1 of 18.4% (FY24: 18.9%) broadly flat, with improvements in repeat contribution margin offset by the impact of increased bulk sales/stock liquidation

● Adjusted EBITDA excluding inventory liquidation and associated costs2 of £6.7m (FY24: £8.7m) in line with guidance

● Statutory loss before tax of £4.9m improved on prior year (FY24: loss of £16.3m), reflecting the £9.9m impairment costs in prior year

● Significant progress made in reducing excess inventory; total inventory (including staged payments to winemakers) down £37m at £108m (FY24: £145m); supported by inventory liquidation costs of £6.5m

● Net cash excluding lease liabilities of £30.1m up £10.5m on prior year (FY24: £19.6m)

● Positive free cash flow (FCF3) of £18.5m versus £6.7m for prior year, primarily driven by inventory reduction

● Return On Equity and Cash4 of 9% versus 9% prior year

FY25 Strategic and Operational Highlights:

● Rebuilt leadership team with Rodrigo Maza joining as CEO and Dominic Neary as CFO; reinforced the Leadership Team with diverse, high-calibre talent committed to delivering Naked's mission through customer centricity, data-led analysis, and a high-performance culture

● Comprehensive testing programme conducted in FY25, with valuable learnings including pricing simplification, improving delivery flexibility and strengthening community engagement

● Member Retention Rate5 stable on prior year at 75%, and profitable core members6 generating in excess of £40m repeat contribution in FY25, broadly in line with FY24

● Customer Acquisition Cost7 at £74 (FY24: £73), with actions commenced in late FY25 as part of the redefined Marketing Strategy to bring this down

● Customer Net Promoter Score8 of 76 considered 'excellent', up on prior year (FY24: 73)

● Group-wide performance review completed, with resulting New Strategic Plan announced on 27 March 2025 designed to deliver significant cash, distributions, and sustainable profitable growth over the Medium Term (as detailed in the CEO and CFO Statements)

1. Gross Profit Margin %: Gross profit as a % of revenue

2. Adjusted EBITDA excluding inventory liquidation and associated costs: EBITDA excluding inventory liquidation and associated costs and adjusted items

3. FCF = Free Cash Flow: Operating cash flow less capital expenditure

4. ROEC = Return On Equity and Cash: EBITDA excluding inventory liquidation and associated costs, and adjusted items, as a percentage of equity plus debt including cash and cash equivalents. We have included cash in the denominator because we have committed to distributing as much cash as possible in the coming years. Doing so, will be reflected in this metric.

5. Member Retention Rate: The % of members at the start of the financial year that are retained at the end of the financial year

6. Core members: Customers who have been with us for more than 24 months

7. Customer Acquisition Cost: The cost to acquire a new member being Investment in new customers divided by new members acquired

8. Customer Net Promoter Score: Measures customer loyalty and satisfaction based on the likelihood of customers to recommend Naked to others. (NPS = % Promoters - % Detractors)

Post Period End and Current Trading:

● Trading to date in FY26 currently in line with FY26 Guidance (given below), which indicates progressive growth in adj. EBITDA (excluding inventory liquidation and assoc. costs) and further cash generation

● Good initial progress made towards delivering the key priorities in the New Strategic Plan:

o  The FY26 cost savings (£15m of the total £23m annualised Medium Term target) already actioned in Q1 FY26 and taking effect from the middle of the quarter

o  Liquidation of excess inventory continuing as planned towards the Medium Term target of generating £40m of cash

o  In line with the new Capital Allocation Priorities announced in March 2025, commencement of shareholder distributions

● Shareholder distributions policy:

o  Targeting ongoing distributions:

▪ Of up to the lesser of 40%, of 12 month cash creation, or 12 month adjusted EBITDA excluding inventory liquidation and associated costs

▪ As part of this, proposed share buyback of c. £2m to commence shortly after the results are announced

o  More significant ad hoc distributions envisaged as the Group delivers on the cash generation and sustained profitability set out in the Medium Term plan

● Appointment of Jack Pailing as Non-Executive Chair on 22 July 2025

Rodrigo Maza, CEO, said:

"Over the course of FY25, we have taken big steps to stabilise the business, to rebuild the team, and ground our strategy in real data and insights. We've announced a clear disciplined plan to reach in excess of £70m cash. We are already executing with more focus, more discipline, and more conviction than ever. And while there's still work to do, I genuinely believe we have built the platform to take Naked to the next stage of growth; FY26 will be an exciting year."

FY26 Guidance1:

The Group is today providing guidance for FY26, which represents direction of travel towards the previously provided Medium Term Guidance enabled through delivery of the New Strategic Plan.

There is anticipated to be an impact on consolidated numbers resulting from the recent USD FX movement (from 1.25 to 1.35). This guidance assumes that the FX rate stays at this level through to 31 March 2026. The impact of this is that GBP revenues drop circa £7m, and GBP adjusted EBITDA excluding inventory liquidation costs drops by circa £1.2m. This is factored into the FY26 Guidance given below.

1. This guidance has been provided based on constant FX rates of 1 GBP = 1.35 USD and 2.00 AUD

2. As highlighted in March 2025, implementing the £15m of FY26 savings results in a likely £2-£3m exceptional cost in FY26

3. Net cash (excl. lease liabilities); the amount of cash we are holding less borrowings at year end excluding lease liabilities.

4. Net cash guidance includes an assumed £2m distribution in calendar year 2025

5. Medium Term Inventory liquidation and associated costs to speed up cash delivery, including bulk and cased goods, excess overhead absorption and associated storage costs

Presentation:

Naked Wines plc is hosting a presentation for registered professionals at 9:30am UK-time today (5 August 2025). The briefing will be webcast using the following link:

https://sparklive.lseg.com/NakedWines/events/4806ed24-19eb-4631-99a6-6e8cce127c29/naked-wines-full-year-2025-results

A recording will also be made available on the Results section of the investor website www.nakedwinesplc.co.uk shortly after.

Upcoming live presentation with Investor Meet Company

Naked Wines is also hosting a live presentation via the Investor Meet Company platform on 8 August 2025 at 09:00am UK-time. The Investor Meet Company presentation is open to all existing and potential shareholders.

Investors can sign up to Investor Meet Company for free and add to meet Naked Wines plc via the link below. Investors who already follow Naked Wines plc on the Investor Meet Company platform will have automatically been invited.

https://www.investormeetcompany.com/naked-wines-plc/register-investor

For further information, please contact:

About Naked Wines

Naked Wines is not just an online wine retailer; we're trailblazers on a mission to enable enthusiastic wine drinkers to enjoy great wine without the guesswork.Founded in 2008, on the pillars of quality, choice and fair pricing, we set out to create the most inclusive wine club in the world - dedicated to transforming the wine-buying experience and empowering people to make their own wine choices, and championing world-class independent winemakers. We've proudly been delivering outstanding wines to our members (most of whom we call our 'Angels') for over 17 years.

Our business model is simple yet innovative: Naked Wines funds the production costs for winemakers upfront, allowing them to focus on creating exceptional wines without the financial burdens of traditional wine production, while passing the resulting savings back to our customers.

The virtuous circle is a win-win for both wine lovers and winemakers, and enables us to deliver superior benefits to our customers:

- Better quality wine

- More choice

- Personalised wine recommendations

- Elimination of guesswork and uncertainty

- Fair payments for all involved

Our Angel customers in the UK, US and Australia have direct access to over 300 world-class independent winemakers and over 2,500 quality wines from 23 countries.

For more information visit nakedwinesplc.co.uk and nakedwines.co.uk or find us @nakedwines

Appendix

Naked Wines' KPIs

The Group's KPIs given below are inclusive of those in support of the key priorities under the New Strategic Plan as announced on 27 March 2025:

*A revised version of this KPI will be published at the 2026 Half Year Results (HY26) when the Group has sufficient data points relating to the redefined marketing strategy

1. Customer Net Promoter Score: Measures customer loyalty and satisfaction based on the likelihood of customers to recommend Naked to others. (NPS = % Promoters - % Detractors)

2. Member Retention Rate %: The % of members at the start of the financial year that are retained at the end of the financial year

3. Customer Acquisition Cost: The cost to acquire a new member being Investment in new customers divided by new members acquired

4. Revenue Per Member: Repeat Customer sales as a percentage of the number of members

5. Gross Profit Margin %: Gross profit as a % of revenue

6. 5 Year Payback: The ratio of projected future Repeat Customer contribution we expect to earn from the new customers recruited in the year, divided by the Investment in New Customers. This payback KPI will be replaced with a revised KPI which will be launched with the FY26 Interim results

7. Adjusted EBITDA excluding inventory liquidation and associated costs: EBITDA excluding inventory liquidation and associated costs and adjusted items

8. FCF = Free Cash Flow: Operating cash flow less capital expenditure

9. ROEC = Return On Equity and Cash: EBITDA excluding inventory liquidation costs and adjusted items as a percentage of equity and net cash excluding lease liabilities. We have included cash in the denominator because we have committed to distributing as much cash as possible in the coming years. Doing so, will be reflected in this metric.

Letter from the Chair

As I reflect on the past year, I am pleased to report that Naked Wines is navigating challenging market conditions with resilience and strategic focus, positioning us for sustainable growth and long-term value creation.

The global economic environment in FY25 remained challenging, marked by inflationary pressures, shifting consumer behaviours, and geopolitical uncertainties. However, we believe that socioeconomic trends, including a growing demand for authenticity, quality, and community-driven experiences, will increasingly play to the heart of our unique business model. By connecting premium wine drinkers directly with independent Winemakers, Naked Wines is well positioned to capitalise on these trends, delivering unparalleled value and fostering a loyal community of Angels. Our ability to offer high-quality wines at fair prices, coupled with a direct-to-consumer model that emphasises transparency and provenance, ensures we remain relevant and competitive in an evolving market.

In FY25, we have continued to see a decline in revenue of 14%, vs 18% decline in FY24. This includes both the normal attrition levels of the exceptionally large cohorts from FY21/FY22, and also a challenging market. Nevertheless, performance is in line with our guidance, and we have seen a return to a small membership growth in Australia, a testament to the effectiveness of our execution and teamwork. We have made significant progress with cash generation as we have reduced our inventory levels. The £6.5m inventory liquidation and associated costs connected with these resulted in the £2.0m adjusted EBIT loss. Our rigorous test-and-learn approach has provided valuable insights, enabling us to refine our strategies and focus on what drives value. Whilst our CEO, Rodrigo Maza, will elaborate on these achievements, I want to highlight the stabilisation of our financial foundation and the clarity of our strategic direction as key milestones.

At the end of the financial year, we laid out a strategy focused on improving liquidity, strengthening our profitable core, and returning to growth. The details of this strategy, including our progress on inventory liquidation will be covered comprehensively in the CEO and CFO sections.

We have made substantial progress in FY25 and whilst we recognise that there is more work to be done to achieve consistent profitability and sustainable growth, this has been supported by an improved management team with continued support from our dedicated Board. I want to express my deepest gratitude to Rowan Gormley, who stepped down this year after playing a pivotal role in stabilising the business and laying the foundation for our current trajectory. His vision and dedication have left an enduring legacy that we are committed to furthering. Additionally, we welcomed Dominic Neary as our new CFO. Dominic brings clarity, financial acumen, and a wealth of experience in the consumer and technology sectors, positioning us to execute our strategy with precision.

Beyond financial performance, Naked Wines remains committed to making a positive impact in our communities. Our charity and ESG initiatives, reflect our dedication to supporting the communities we serve and the independent Winemakers who are the heart of our business. From rallying around Winemakers during crises to fostering sustainable practices, we are proud to align our purpose with meaningful action.

On capital allocation, we remain focused on generating significant cash flow and making prudent investment decisions. We remain committed to disciplined capital allocation. As outlined by our CFO, future distributions will be made in alignment with our capital allocation policy and be executed in strategic alignment with our stakeholders.

In closing, FY25 has been a year of stabilisation, strategic clarity, and renewed momentum, and it has been a pleasure to serve as interim Chairman for the last several months. I am very pleased that following the conclusion of a comprehensive and competitive recruitment process, on 22 July the Company announced the appointment of Jack Pailing, current Senior Independent Director, as our new permanent Chairman. Jack has known the business well for many years as a shareholder and I look forward to continuing to serve as a non-Executive Director on the Board with Jack.

With a robust plan, a talented team, and a community-driven model, we believe Naked Wines is poised to unlock its full potential. We have conviction that our discipline, transparency, and return to growth will deliver compelling value for our shareholders, Angels, and Winemakers alike.

Thank you for your continued support.

Yours sincerely,

Deirdre Runnette

Interim Chairman

Chief Executive's review

When I stepped into the CEO role last year, I made three commitments: to lead transparently, operate with discipline, and act responsibly. FY25 was the first full year of delivering on those promises.

We focused on fixing the foundations, embedding a data-driven culture, and launching a clear strategy for value creation and growth. While there's still work ahead, we are a stronger, more focused business today, with momentum building across our markets.

Importantly we have delivered FY25 results in line with our guidance. Revenue of £250.2m is down on FY24 by 14%, reflecting the continued attrition of our exceptionally large FY21/FY22 cohorts, the lack of an Easter trading period in the financial year, and a continued challenging market. Importantly we delivered adjusted EBITDA excluding inventory liquidation and associated costs of £6.7m (FY24: £8.7m).

Ensuring Robust Foundations

FY25 was about stabilising our business and rebuilding confidence, and we made real progress:

● We've generated £20m in net cash excluding lease liabilities since the start of FY24, including acceleration of the sale of surplus inventory, and secured a flexible new credit facility that provides us with £27m in liquidity

● While our UK and US membership bases continue to decline, we're seeing encouraging signs, particularly in Australia, where we've returned to growth after two years of decline

● Cash reached £30m at the end of the year, reflecting significant progress in reducing our excess inventory. The £4.9m loss before tax (FY24: loss of £16.3m) includes £6.5m of inventory liquidation and associated costs, which helped to deliver this objective

These results reflect the resilience of our team, the loyalty of our Angels and Winemakers, and validate the tough but necessary decisions we made to reset the business.

Proud to Be Naked

We rebuilt the leadership team and upgraded the way Naked runs.

● We put in place simple, rigorous systems that created real alignment, helping teams focus on what matters, take ownership for outcomes, and grow through clear, consistent feedback

● Built a high-performance culture grounded in accountability and evidence-based decision making

● Strengthened our relationships with Winemakers, driving deeper collaboration, better wines, and smarter investment

We've shifted into a learning culture, one that moves quickly, tests boldly, and doubles down on what works.

Getting Naked Back to Growth

With the foundations stabilised, we launched a focused strategy to reach in excess of £70m in net cash excluding lease liabilities over the Medium Term, built on three priorities:

1. Release excess working capital: Unlock as much of our £30m cash from the balance sheet as we can and an additional £40m from surplus inventory

2. Recalibrate around our profitable core: Focus investment on high-value Angels to deliver annual adjusted EBITDA of £9-14m

3. Return to sustainable growth: Reignite 5-10% top-line growth by getting retention back to historical levels, investing in customer acquisition with discipline, and leveraging our engaged community of Angels and Winemakers

Testing is now at the core of how we operate, from propositions to marketing to operations. We've shut down what no longer works, doubled down where it does, and built a culture where testing isn't a phase. It's how we run the business.

Looking Ahead

We're not naïve about the road ahead. We operate in challenging markets, and we're still rebuilding trust, with customers, investors, and ourselves. But we now have the strategy, structure, and leadership in place to deliver.

We remain focused on organic growth but open to strategic opportunities that drive shareholder value.

The Naked Movement Is Back

What excites me most is that we're getting our edge back, reconnecting with the purpose and energy that made Naked special in the first place. We're connecting passionate wine drinkers with independent Winemakers through quality, transparency, service, and community.

To our shareholders, Angels, Winemakers, and my team… thank you. Your belief got us through our toughest test. Now, it's time to build again.

Rodrigo Maza

Chief Executive Officer

Financial Review

Overview

My first few months at Naked Wines have been both busy and extremely enjoyable. I'd like to thank Maza and the wider Naked team for their warm welcome. A special thanks to our Winemakers, whose passion for wine is genuinely infectious, and whose products line my shelves at home.

Having managed through a period of liquidity challenges over the past two years, Naked Wines moves into FY26 with a strengthened financial foundation. FY25 results are in line with our expectations, the business has £30m of net cash excluding lease liabilities in the bank, a further circa £27m of unused financing, and is cash generative with adjusted EBITDA profitability.

At our strategy day in March, we reset our financial strategy based on three key pillars:

1) Reach in excess of £70m net cash excluding lease liabilities from the balance sheet:

a) We have £30m of net cash excluding lease liabilities today, after generating £20m of net cash excluding lease liabilities since the start of FY24.

b) Inventory has fallen from £166m at the start of FY24 to £108m at the end of FY25, and we anticipate generating circa £40m of net cash excluding lease liabilities in the coming years as we sell through and liquidate our excess stock.

c) In our refreshed capital allocation policy, the Board has committed that we will be disciplined in how we manage cash and return excess capital to shareholders in a way that maximises value per share or agree another utilisation with investors.

2) Focus on generating adjusted EBITDA from our profitable core members:

a) Data from the last few years shows that our underlying non-pandemic acquired closing members have been broadly stable. The majority of the decline in members during this time is the result of the huge scale of customer acquisition during FY21 and FY22; this is simply the mathematics of customer retention.

b) Whilst there are improvements to be made in acquisition, our core members (customers who have been with us for more than two years) continue to be profitable, generating in excess of £40m Repeat Customer contribution in FY25.

c) To support profitability, we've identified over £23m in cost savings, of which £15m has been secured in Q1 for delivery in FY26.

d) As a result, we are confident in our ability to grow adjusted EBITDA progressively to exceed an annual £9m by the end of the Medium Term.

3) Our investment approach is rigorously 'return on investment' driven:

a) Customer acquisition is governed by clear cost-per-acquisition and payback thresholds.

b) Budgets are unlocked quarterly against defined performance criteria.

c) We've identified up to £3m in initiative-based investment, focused on engagement tools like customer guarantees and retention programs. These are expected to support a return to historic retention levels. Management believes that this could result in a 5-10% underlying revenue growth by the end of the Medium Term.

d) In parallel, we've initiated a two-year roadmap to simplify our technology platform. While primarily justified by cost savings, it will also enable higher customer to member conversion, lower acquisition costs, and scalable growth.

These three pillars, supported by the reinvigorated performance culture at Naked Wines are showing clear benefits already. Free cash flow is positive, net cash excluding lease liabilities generation is strong, and adjusted EBITDA excluding inventory liquidation and associated costs is in line with our plans. We are confident in our ability to generate adjusted EBITDA in excess of £10m by the end of the Medium Term, and to free up significant capital as we do.

Drivers of Group P&L performance

In FY25, our results were in line with our expectations. These results reflect our focus on driving underlying profitability and cash generation. Total revenue of £250.2m was down 14% vs FY24 (down 13% on a constant currency basis). This decline is aligned with the 14% decline in Active members and 11% decline in members, as we focus on a higher-quality, more efficient, core customer base. Key drivers of this were:

● (4)% is the result of very high acquisition levels in FY21 and FY22; during the COVID-19 pandemic, customer acquisition during these two years was 2.7x normal acquisition levels; as a result, the attrition from these cohorts in FY25 has been 2.7x that which we would normally expect it to be. This effect will diminish over time as these cohorts represent a decreasing share of the total member base.

● (2)% is from the strategic reduction to investment in new customers: we estimate that closing members in FY25 were 15,000 lower due to the reduction of inefficient marketing spend in Q3/4 FY25. Management expects the reduced volumes primarily to affect low-value segments, where customer lifetime value (LTV) is significantly below average.

● (2)% impact is from lower revenue per member: this reflects a shift in revenue mix, with a smaller proportion of total revenue generated from the US market, where revenue per member remains highest.

● (6)% impact is from additional external factors: these include the absence of the Easter trading period in the UK in FY25, and broader economic pressures.

On a statutory basis, gross profit has declined by 16% to £46.1m (FY24: £55.0m). This is broadly in line with the decline in revenue and includes the following movements:

● Repeat customer contribution margin improved from 24.7% in FY24 to 24.9% in FY25, the key drivers being 50bps of margin improvement from COGS and other fulfilment cost initiatives, notably in the US. This was partially offset by 20bps of regional mix impact.

● Investment in new customers of £20.8m (FY24: £23.3m) was down 10% on FY24, including advertising costs of £17.8m (FY24: £19.0m), reflecting the reduction of inefficient spend in Q3/4 of FY25 and the subsequent lower volume of new members recruited.

● Gross profit also includes £8.0m of non-trading items: £6.5m of inventory liquidation and associated costs, and £1.5m of adjusted items relating to a £0.8m net gain from inventory disposal after inventory provision release and a charge of £2.3m for under-absorption of current year's winery overheads.

Income statement

1. Refer to note 6 Adjusted items for further details.

Due to rounding conventions, numbers presented in £m may not sum to the totals provided. This can also lead to individual numbers being rounded to zero.

Whilst the 5-year forecast payback for the full year declined to 0.9x (FY24: 1.3x), Q4 performance improved, reaching 1.4x, the highest level in nearly two years, indicating positive early signs of more efficient, targeted investment.

General and administrative (G&A) costs of £31.7m were 16% lower than prior year (FY24: £37.9m). Analysed further (see reconciliation of G&A costs in the APM section at the end of this announcement), operating G&A costs were £30.6m, a reduction of 15% vs prior year (FY24: £35.9m) reflecting the annualisation of the cost savings implemented in late FY24.

Share-based payment charges of £1.3m were up £0.9m on FY24; the previous year's charges were exceptionally low. FY25 also included a £0.6m charge reflecting the fact that historic LTIPs were surrendered in exchange for the latest scheme.

This results in an operating loss of £3.3m (an £8.5m improvement on the FY24 loss of £11.8m, which included £9.9m of impairment charges).

Adjusted EBITDA excluding inventory liquidation and associated costs of £6.7m is down on FY24 (£8.7m).

The Group's operating loss of £3.3m reflects the impact of £1.3m of costs relating to adjusted items, the key components of which are set out in the table below:

Adjusted items

Cash flow drivers

In FY25, we have seen a significant step change both in the scale and quality of cash flows. During the year, the Group's net cash excluding lease liabilities balance increased by £10.5m. The drivers of this are set out in the table below.

Significant progress continues to be made with the reduction in inventory levels; both the UK and Australian markets are now at, or close to, 'normal' levels. Nevertheless, we continue to anticipate net cash excluding lease liabilities generation from inventory in excess of £40m, most of which will drop out of the US in the coming years.

Key movements in the balance sheet are in line with expectations. The inventory decline reflects reductions in all three regions as the business works through excess stock, although as previously mentioned, there remains the equivalent of c£40m net cash excluding lease liabilities which management expects to generate from excess inventory. Angel funds have fallen more slowly than members, as these balances are more heavily weighted to core members (greater than two years maturity). Trade payables reflect both lower inventory purchases, reduced marketing investments and the timing of payments around the year end.

Current Trading and Outlook

Post period end and current trading

I am pleased to report that trading to date in FY26 is currently in line with management expectations which indicates continued improvement in the rate of repeat revenue decline, and further cash generation.

Good initial progress has been made towards delivering the key priorities in the new strategic plan:

● £15m of the annualised £23m Medium Term cost-savings target was actioned in Q1 FY26, taking effect during the quarter

● Liquidation of excess inventory is continuing as planned towards the Medium Term target of generating £40m of cash

● In line with the new capital allocation priorities announced in March 2025, we are commencing shareholder distributions

Shareholder distributions policy:

● We are targeting ongoing distributions of up to the lesser of 40%, of 12-month cash creation, or 12-month adjusted EBITDA excluding inventory liquidation and associated costs

● As part of this, proposed share buyback of c£2.0m to commence shortly after the FY25 results announcement

● More significant distributions are envisaged in the Medium Term, supported by cash generation and growth in profitability

Dominic Neary

Chief Financial Officer

Consolidated income statement

For the 52 weeks ended 31 March 2025

1. Operating loss analysed as:

2. Refer to the table in the APM section at the end of this announcement for analysis of adjusted EBIT identifying inventory liquidation and associated costs and a reconciliation of adjusted EBIT to adjusted EBITDA.

The notes to the condensed consolidated financial statements following the primary statements are an integral part of these condensed consolidated financial statements.

Consolidated balance sheet

As at 31 March 2025

The notes to the condensed consolidated financial statements following the primary statements are an integral part of these condensed consolidated financial statements.

By order of the Board,

Dominic Neary

Chief Financial Officer

4 August 2025

Consolidated cash flow statement

For the 52 weeks ended 31 March 2025

The notes to the condensed consolidated financial statements following the primary statements are an integral part of these condensed consolidated financial statements.

Notes to the financial statements

1. General Information

Naked Wines plc (the Company) is a public limited company and is limited by shares. It is incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The Company is the ultimate controlling party of the Naked Group and its ordinary shares are traded on the Alternative Investment Market (AIM).

The Company's registered address is Norvic House, 29-33 Chapel Field Road, Norwich, NR2 1RP, UK. The Group's principal activity is the direct-to-consumer retailing of wine. The Company's principal activity is to act as a holding company for its subsidiaries.

2. Basis of preparation

The financial information set out above and below does not constitute the Company's statutory accounts for the 52 weeks ended 31 March 2025 or 1 April 2024 but is derived from those accounts. Statutory accounts for FY24 have been delivered to the registrar of companies, and those for FY25 will be delivered in due course. The auditor has reported on those accounts and their reports were (i) unqualified, (ii) for the 52 weeks ended 31 March 2025 and 1 April 2024 did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain any statements under section 498 (2) or (3) of the Companies Act 2006.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of UK-adopted international accounting standards, and as applied in accordance with the provisions of the Companies Act 2006, this announcement does not itself contain sufficient information to comply with UK-adopted international accounting standards.

The condensed consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand, except when otherwise indicated.

The Group's financial reporting year represents the 52 weeks to 31 March 2025 and the prior financial year, 52 weeks to 1 April 2024.

3. Critical accounting policies, estimates and judgements

Estimates and assumptions underlying the preparation of the financial statements are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

Critical accounting judgements

Going concern

In concluding on the going concern basis of the financial statements, the Directors have made a number of judgments as set out in note 4 Going concern. The Directors draw attention to the critical nature of these estimates and judgements in the preparation of these financial statements.

Classification of adjusted items

A number of judgements are made in the presentation of costs and income as adjusted items. Refer to note 6 Adjusted items for further details.

US overstock inventory provision

For both bulk and cased wine inventory in the US, the full range of reasonably possible outcomes in the next financial year is inherently difficult to calculate as it is dependent on key assumptions, such as the expected future sales of wine and the use of the inventory in future wine projects. The Directors highlight, therefore, it is

possible that outcomes within the next financial year may differ from their estimates, and that the magnitude of the inventory provision in the Group's US business unit could materially change in the next financial year.

Bulk wine (Gross inventory £25.6m, overstock provision £7.9m (FY24: Gross inventory £32.1m, overstock provision £7.3m)). If management are not able to realise expected proceeds for bulk wine expected to reach commercial expiry in the next 24 months, the inventory provision required for this inventory would increase by £1.4m. However, were management to meet the upper end of its expectations of expected proceeds, the inventory provision required for this inventory would reduce by £0.5m. Additionally, for every 10% of the remaining bulk wine on hand at the balance sheet date planned for bottling and sale in the normal course of business, which management subsequently could not use in future wine projects, but for which it could achieve expected secondary market disposal proceeds, a further £1.0m increase in provision would be required.

Cased wine (Gross inventory £52.3m, overstock provision £2.0m, (FY24: Gross inventory £73.9m, overstock provision £4.6m)). In the event that cased wine held on the balance sheet reaches the end of its prime commercial life 12 months earlier than anticipated, the provision required for cased wine reaching expiry before sale would increase by £0.8m.

Other sources of estimation uncertainty

Goodwill and other non-current assets carrying value

The Group assesses at the end of each reporting period whether indicators of impairment exist and, if such indicators are identified, the Group calculates the net recoverable amount of each asset. For goodwill, net recoverable amount is evaluated at least annually, or more frequently if indicators of impairment are identified.

Determining whether goodwill and other non-current assets are impaired requires an estimation of the recoverable amount of the CGU to which the goodwill and other non-current assets have been allocated, measured at the higher of value in use and fair value less cost of disposal.

Management is required to make judgements regarding the timing and amount of future cash flows applicable

to the CGU, based on current budgets and forecasts and then into perpetuity, taking into account growth rates

and expected changes to sales and operating costs as well as future maintenance CAPEX requirements and working capital cash flows. Management is also required to make judgements regarding the appropriate discount rate to use, reflecting current market assessments of the time value of money and the risks specific to the CGU.

The Directors draws attention to the goodwill recognised and allocated to its UK business segment and highlights

the assumptions used to determine the value in use of the CGU, as set out above, as sources of estimate uncertainty with regard to the remaining carrying value of goodwill allocated to the UK business.

At year end, due to the headroom between the carrying value of goodwill and other intangible assets allocated

to the UK business segment and the UK business unit's value in use, the measurement of recoverable amounts

was not deemed a significant estimate.

Deferred tax asset recognition

The Group has recognised £4.0m of deferred tax assets at the balance sheet date (FY24: £3.4m) after consideration of their recoverability against future profits. As a result of updated profit projections, the amount of deferred tax assets recognised in respect of the US business has increased from £2.8m to £4.0m, primarily driven by cost savings and the amount of deferred tax assets recognised in respect of the UK business has decreased to £nil from £0.6m as a result of the short-term impact of increased duty and the new Producer Responsibility Obligations.

The Directors note that expected recoverability is based on estimates of future profitability and, should trading

expectations move adversely in the future, there is a risk that the value of deferred tax assets expected to be utilised will decrease.

In the process of applying the Group's accounting policies, the Directors consider there are no further sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year.

4. Going concern

In order to assess the appropriateness of the going concern assumption, the Directors have prepared a number of cash flow scenarios extending for a period of at least 12 months from the date of the approval of these financial statements ("the going concern assessment period").

Base case scenario

In its base case scenario, the Directors have used recent trading Key Performance Indicators (KPIs) as well as known factors, including the impact of planned business development initiatives and planned promotional activity, to forecast the cash flow of the business. In addition, a conservative assessment of the impact of strategic development plans and the funding available from existing cash reserves and the Group's 60-month credit facility with PNC Bank, which was signed in the current reported period on 8 July 2024, have been incorporated in order to arrive at the Group's baseline business plan. The Directors have also considered in their deliberations the principal risks and uncertainties of the Group. Under this scenario, the Group has sufficient liquidity to meet the needs of the trading business and to exceed the springing covenant requirement of its credit facility throughout the going concern assessment period.

Severe but plausible downside scenario

The Directors have then prepared a severe but plausible downside scenario incorporating a number of sensitivities and also incorporating available mitigating actions to both planned business initiatives as well as cost and cash saving opportunities within the operations of the business.

These sensitivities included:

● a reduction of future trading activity of a further 4% below the base case scenario, to reflect a continuation of the weakest levels of trading performance observed in recent periods,

● eliminating all but contractually committed future cost savings, and

● the removal of all benefits of strategic initiatives.

The following mitigating actions, both of which are within management's control, were also incorporated:

● changes to expected variable compensation outcomes as a result of a decline in forecast business performance, and

● reductions in controllable expenditure in marketing, general and administrative costs, and the purchase of inventory.

In this severe but plausible downside scenario, the Group would maintain sufficient headroom in the going concern assessment period versus the springing covenant test requirement of $12m (around £9.6m) of outstanding available liquidity.

Conclusion

After considering the forecasts, sensitivities and mitigating actions available and having regard to potential risks and uncertainties in its operating markets, including the uncertain macroeconomic environment, Naked Wines has sufficient liquidity to trade and meet the obligations of its credit facility and therefore meet its liabilities as they fall due for at least 12 months from the date of the approval of the financial statements. For these reasons, the Board considers it appropriate for the Group and the Company to adopt the going concern basis in preparing these financial statements.

5. Segmental reporting

IFRS 8 Operating segments requires operating segments to be determined based on the Group's internal reporting to the Chief Operating Decision Maker (CODM). The Board has determined that the Executive Directors of the Company are the CODM of the business. This is on the basis that they have primary responsibility for the allocation of resources between segments and the assessment of performance of the segments. In line with the information presented to the Executive Directors of the Company, the Group presents its segmental analysis based on the three geographic locations in which the Group operates.

Performance of these operating segments is assessed on revenue and adjusted EBIT (being operating profit excluding any adjusted items), as well as analysing the business between new customer, repeat customer and other lines of business.

These are the financial performance measures that are reported to the CODM, along with other operational performance measures, and are considered to be useful measures of the underlying trading performance of the segments. Adjusted items are allocated in accordance with how they are reported to the CODM.

The following table sets out the basis on which the performance of the business is presented to the CODM. The CODM considers that, as a single route to market and predominantly consumer-facing business in three geographically and economically diverse locations, the business comprises three operating segments. The Group reports revenue from external customers as a single product group, being principally wine and some spirits.

Unallocated assets include goodwill and other intangible assets held by holding companies and unallocated impairment charges relate to impairments recorded against these assets. These assets are unallocated for the purpose of the segmental disclosure as these are not included in the assets and liabilities reported to the CODM for each operating segment. For the purposes of the geographical analysis, these assets are allocated to the UK as these assets arose as a result of an acquisition by a UK holding company. For impairment analysis, these assets are allocated to the relevant CGU.

Costs relating to global Group functions are not allocated to the operating segments for the purposes of assessing segmental performance and consequently global costs are presented separately. This is consistent with the presentation of those functions to the CODM.

Revenues are attributed to the countries from which they are earned. The Group is not reliant on a major customer or group of customers.

1. Total adjusted revenue is calculated as external revenue excluding revenue associated with the right-sizing of US inventory as analysed in note 6 Adjusted items.

2. Other contribution constitutes loss on inventory liquidation and associated costs. 

3. Contribution after advertising costs is calculated as gross profit (£46.1m), less advertising costs (£17.8m), excluding transactions associated with the under-absorption of current year's winery overheads (£2.3m) and transactions associated with the right-sizing of US inventory included in contribution (£0.8m) (details in note 6 Adjusted items).

4. Refer to the table in the APM section at the end of this announcement for a reconciliation of G&A costs to those reported in the income statement.

1. Total adjusted revenue is calculated as revenue excluding revenue associated with the right-sizing of US inventory as analysed in note 6 Adjusted items.

2. Contribution after advertising costs is calculated as gross profit (£55.0m), less advertising costs (£19.0m), excluding transactions associated with the right-sizing of US inventory included in contribution (£5.2m) and cancellation of winemaker contracts in Australia (£0.2m) reported within restructuring costs (details in note 6 Adjusted items).

3. Refer to the table in the APM section at the end of this announcement for a reconciliation of G&A costs to those reported in the income statement.

6 Adjusted items

The Directors believe that adjusted EBIT provides additional useful information for shareholders on trends and

performance. These measures are used for performance analysis. Adjusted EBIT is not defined by IFRS and therefore may not be directly comparable with other companies' adjusted profit measures. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.

In the current year, no inventory provision charges for the US business segment have been reported as an adjusted item and they are now included within adjusted EBIT (see reconciliation of adjusted EBIT excluding inventory liquidation and associated costs to adjusted EBIT at the end of this announcement for further information). The current year net movement in US inventory provision (release of £5.4m, FY24: charge of £2.4m) represents the release of inventory provisions previously provided for as an adjusted item. Right-sizing of US inventory included in contribution (profit of £0.8m, FY24: loss of £5.2m) includes the impact of the disposal of the previously provided for inventory on the secondary market. FY24 comparatives include the net charge and release of inventory provisions made as adjusted items in that year.

The adjustments made to reported loss before tax are:

1. The contribution loss of £4.6m (FY24: £2.8m) is analysed as sales of £2.0m (FY24: £1.9m) less cost of goods sold of £6.6m (FY24: £4.7m), for inventory that was provided against that has been sold on the secondary market as part the right-sizing exercise for less than historic cost of goods.

2. A bad debt expense of £0.2m was recognised in FY24 relating to a trade receivable due from a bulk wine customer.

(a) Right-sizing of US inventory

As a result of management's US inventory right-sizing exercise strategy, the Group recorded a net credit of £0.8m

(FY24: net charge of £5.2m), reflecting the release and utilisation of the inventory provision created in prior years and a contribution loss of £4.6m (analysed as sales of £2.0m less cost of goods sold of £6.6m), (FY24: £2.8m (analysed as sales of £1.9m less cost of goods sold of £4.7m)) where inventory that was provided against has been sold on the secondary market as part this right-sizing exercise for less than historic cost of goods.

In the prior year, the Group also recognised a £0.2m write off of a trade receivable relating to a bulk wine customer.

These amounts relate to purchases made on the basis of continued expected growth following the COVID pandemic and based on the Group's previous strategy of customer acquisition. As a result of the strategic shift from customer acquisition to short-term profitability and cash generation, this charge forms part of an exercise to better align purchasing and inventory management going forwards, whilst still ensuring the Group holds sufficient inventory to meet customer demand.

Management has concluded it is appropriate to include the provision, write off, release and utilisation within adjusted items to provide a more consistent basis with the comparative adjusted EBIT APM.

(b) Under-absorption of current year's winery overheads

As a result of a reduction in the expected volume of wine to be produced by the Group's US business unit in the

year, the Group is unable to allocate all of the associated wine production overhead costs into the wine produced.

Per the relevant accounting standard (IAS 2 Inventories), unallocated overheads as a result of low production

must be expensed to the income statement in the period in which they are incurred. The charge reported includes the under-absorption of incurred production costs of £2.2m and a provision for the remainder of an onerous third-party production cost relating to current year production of £0.1m.

(c) Impairment of non-current assets

Management has assessed whether indicators of impairment exist for the remaining non-current assets on the balance sheet, and whether indicators exist that previously booked impairments may be reversed. At the end of the current year, management found no evidence of further impairments required, nor any reversals of previously booked impairments required. The Group has therefore recognised £nil for the impairment of non-current assets (FY24: £9.9m).

(d) Other adjusted items

Restructuring costs of £nil (FY24: £1.4m)

In the previous year, the Group undertook a restructuring program seeking to generate improved efficiency and

reduce costs. Following this review, one-off termination payments and associated costs were incurred in all three markets.

Software as a Service cost of £nil (FY24: £0.1m)

During the previous year, the Group incurred upfront configuration and implementation costs relating to the

development of a new ERP system. As material non-recurring expenditure, these costs were disclosed as an adjusted item.

Fair value movement on foreign exchange contracts and associated unrealised foreign currency inventory

of £0.2m (FY24: £nil)

The Group commits in advance to buying foreign currency to purchase wine to mitigate exchange rate fluctuations. UK-adopted international accounting standards require us to mark the value of these contracts to market at each balance sheet date. As this may materially fluctuate, we adjust this, and associated foreign currency inventory revaluation, so as to better reflect our trading profitability.

7 Tax

(a) Tax charge

(b) Tax reconciliation

Deferred tax balances have been calculated at the substantively enacted rate at which they are expected to reverse.

8 Loss per share

Basic and diluted loss per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue of the Company, excluding 135,793 (FY24: 163,856) shares held by the Naked Wines plc Share Incentive Plan Trust and the Naked Wines Employee Benefit Trust (which have been treated as dilutive share-based payment awards). The shares held in the Trusts were allotted ordinary shares of 7.5 pence per share for a consideration of £10,184 (FY24: £12,289).

The dilutive effect of share-based payment awards is calculated by adjusting the weighted average number of

ordinary shares in issue to assume conversion of all dilutive potential ordinary shares. Share options granted over 311,086 (FY24: 5,508,413) ordinary shares have been excluded from the calculation as they are anti-dilutive.

As noted above, the denominator for the purposes of calculating both basic and diluted loss per share has been adjusted to exclude the shares held by the Naked Wines plc Share Incentive Plan Trust and the Naked Wines Employee Benefit Trust.

If all the Company's share option schemes had vested at 100%, the Company would have 78,631,562 issued shares.

There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.

9 Notes to the cash flow statement

(a)  Cash flows from operations

(b)  Analysis of movement in net cash and changes in liabilities arising from financing activities

1. Non-cash movements relate to lease additions, amortisation of debt issuance costs and foreign exchange movements.

10. Events after the balance sheet date

There were no events after the balance sheet date that would have a material impact on the financial position and performance of the Group.

Glossary of definitions, alternative performance measures (APMs)

and key performance indicators (KPIs)

Glossary of definitions, alternative performance measures (APMs)

and key performance indicators (KPIs) continued