Member Info for cantbelieveit

Thank you Pearls, I wish it wasn't true though.

I agree, great shout Pearls, lets all contact them, I will be sending an email in the next 10 minutes, we need to speak up or else we will all get hit, power in the numbers, we can still steer this to shore hopfeully

PROOF #4: The "Headcount" Shuffle

The Document: THG Annual Report (Strategic Report Section - People). The Test: Are you paying for ghost workers?

Look at the "Average number of employees" note.

The Trend: You will likely see the headcount at THG Public drop significantly (as tech/warehouse staff moved to Ingenuity).

The "Screw Job": Even though the staff are gone, the "Distribution Costs" line item on the Income Statement didn't drop by the same amount. Instead, the cost just changed names from "Wages" to "Service Fees." You are paying the same (or more) for staff you no longer employ or control.

Summary: The Single Chart to Look For

If you only look at one thing, find the "Segmental Adjusted EBITDA" chart in the H1 2025 presentation.

Visual Proof: You will see a bar for THG Nutrition that is tiny compared to 2 years ago.

Ask yourself: "Did people stop eating protein?" No (see Applied Nutrition). "Did the warehouse get more expensive?" Yes.

You don't have to trust me, and you don't have to trust Matthew Moulding. You can see the "screw job" yourself by looking at three specific public documents.

Here is your "Do It Yourself" Audit Kit to prove THG Public (You) is being drained by Ingenuity Private (Moulding).

PROOF #1: The "Same Ingredients, Different Profit" Test

The Document: THG Interim Results H1 2025 (Released Sept 2025) vs. Applied Nutrition FY25 Results (Released Nov 2025). The Test: Both companies buy the exact same raw material (Whey Protein). Both sell to the same customers.

Go to THG’s H1 2025 Report: Look for the Segmental Breakdown table.

Find: THG Nutrition Adjusted EBITDA Margin.

The Number: You will see it collapsed to ~3.9%. (Management blamed "high whey prices").

Go to Applied Nutrition’s FY25 Report: Look for the Financial Highlights page.

Find: EBITDA Margin.

The Number: You will see it sits at ~30%.

The Conclusion: If "high whey prices" were the real problem, Applied Nutrition would have crashed too. They didn't. The ~26% difference is almost entirely the "Ingenuity Tax"—the inflated fees THG Nutrition is forced to pay for warehousing and tech.

PROOF #2: The "Related Party" Leak

The Document: THG Demerger Circular (Published Nov 2024) or the H1 2025 Financial Statements. The Test: Find the money leaving the building.

Go to the "Related Party Transactions" Note: This is usually Note 18 or similar in the back of the accounts.

Find: "Amounts payable to THG Ingenuity."

The Number: In 2024/2025, this figure runs into the hundreds of millions.

The "Kick in the Teeth": Look for the "Master Services Agreement (MSA)" terms in the Demerger Circular. It explicitly states the contract is for 10 years. This proves you are legally locked into paying these fees until ~2035, regardless of whether you make a profit.

PROOF #3: The "Debt Dump"

The Document: THG H1 2025 Balance Sheet. The Test: Who kept the mortgage, and who got the house?

Look at "Net Debt": You will see THG Public (RemainCo) holds roughly £321 million in net debt.

Look at "Intangible Assets": You will see a massive drop because the proprietary technology (the "Ingenuity Platform" IP) was transferred to the Private Company.

The Conclusion: The Public Company kept the debt (the burden) but gave away the tech assets (the potential growth). You are now paying rent to use the technology you used to own, while still paying off the bank loans used to build it.

What personal agenda mate im so angry i want to cry - i just sold £26k of shares in my isa yesterday that I bought for 40k and invested in usa stocks

and im staring at my business account that is about 60 or 70 k down just dont even go there, honestly DONT PLEASE

'Is it really beyond the realms of possibility that THG is getting a cracking fulfilment deal, as they are by far Ingenuity's best customers?'

I couldnt care less if were getting the royal treatment, what i care is about not getting ripped off, how on Gods green earth does a CEO of a public company sign a contract with a company that is about to be private that he runs too and he makes the prices, if one of your children was homeless and the other a millionaire im sure you would ask the richer kid to help out the poorer one, wouldn't you - this is whats happening - please lets change the subject because i thjink weve spoken enough on this,

Ingenuity works with 250 clients and not just nutrition and beauty of remainco so then why are those the bulk of revenue to ingenuity, thats what i would like to know

@Craftyinvestor I ran all the figures through Gemini and it calculated 120M overspent a year on Ingenuity

You can do the same through any AI you want, or just go through the figures yourself. Lets not kid ourselves here, who signs a 10 year deal at prices made by themselves just before something is demerged. How did the share price tank from 50 to 40 p based on 7% growth - look at businesscloud post that said investors werent happy around ebitda and profit levels,

Yes in that sense you're spot on ingenuity was valued at zero in 2018,

when later apollo came it was then 62p for ingenuity turned down, and i may have been one of those wanting it to be sold, not that I said it on this forum or publicly, just thought it and also never did i think it would be given away for nothing : (

But yes 4B back then in 2018 turned down for mainly Nutrition and Beauty, lets hope this value is dished out this year, drinks and meals are on me boys and girls

Love the optimism Crafty but this 4 billion rejected was with ingenuity included right?

Anyway 4 billion sale now would be unbelievable, bite their hand off and arm for an offer of 4B

Guys and Girls is this true?

2. is it true that MM has about 18% voting rights, Sofina have about 9% voting rights in second, kelso has about 6%, balderton too and the rest combined 50% + ?

In that case Im guessing things can change pretty quickly, if everyone gets fed up with his shenanigans

It surely can't below this can it? Just hope results in april are good so can pull out of this mess and move on

@onsolidground and @1pencil these are solid questions, really it is a farce, if apn overtakes thg in market cap which is looking likely in under 30 days I actually might shed a tear

But good on them, however ridiculous undervaluing of thg here, if at end of year results MM still skirts questions of profit and ebitda I'm selling and will never look back, wish he could come in smash it, insider buys and that will reassure me

But yes how the heck are APN crushing profit levels? I understand a lot of our sales are retail too where profit margins are tight but our d2c margins must be shockingly bad

I mean don't want to keep going on about ingenuity overpayment so besides that why are we still discounting heavily when apn aren't?

Thanks osg, for replying to the q, i hope youre right that he wants to smash the share price here and sail off on his yacht into the sunset, ill gladly salute him,

and I hope youre right Anacott that it works both ways, and he could soon open the tap from ingenuity to thg, i dont see it happening but i truly hope it does,

@Darth_Tradr same honestly, im in shock that APN has to grow 10% and will overtake THG, unbelievable, thats on 8% of THG's Revenue

I don't know what to do either, sadly, :(

OSG,

Love the pros you listed regarding MM,

Wasn't aware of the health issue he had, what condition is it?

I fell in love with MM and what he stood for, it was only until the demerger happened that I understood he was in it for himself and his buddies not us, and thats when I took the blinders off, THG will return big profits, when that will happen who knows and to who, who knows.

As Binky and Samb said

There is no Ingenuity business without THG income on the other hand as it stands I bet THG would be better off without Ingenuity and found a different fulfilment & distribution method.

Then, and only then, will he start to make remainco profitable. But he will either take it private at that stage, at a giveaway price, or invest heavily, thus diluting long term holders.

That is my worry, he gave away Ingenuity, didnt sell it even though 1BN plowed in and was profitable few months later lol Grabbed more shares in THG at 32p when it was apparently profitable and capable of paying dividends, where else will this go?

I'm 250k deep in here, and 33% gone now, but the sad thing is that could be £2.5M almost overnight - case in point just check APN, this is the thing that hurts, im not a shorter, or a trader, I honestly believed and ended up with a backstabbing

aND SERIOUSLY, GOOD LUCK TO YOU AND i AND EVERYONE ON HERE

OSG,

He invested 55M at 32p to gain shares when it should have been 320p if it werent being sabotaged by ingenuity

Also he can wait 10 years so that when the contract with Ingenuity runs out THG can renew at much better rates for THG and then realise his gains once share price shoots up

whereas do we really want to wait 10 years for that?

I really hope to be proven wrong, GL to us all

I haven't gone down the FCA route for now, I'm waiting for full year results but there is only so much one can take.

You make good points

Regarding point 1 really, we all know that there was wrongdoing, let's not even go there, like how much really does one post on here contribute to price of share one hundredth of a p or zero, let's really be honest, this fud trading angle is getting tiring

Also regarding fifth point around Claremont we all know that THG is capable of delivering profit and unbelievable profit just look at APN and this is why it's so frustrating

Anyway best of luck to all of us

But do you think that could have included one off fees, do you think judging form recent results that end of year results coming in 3 montsh will paint a different picture?

You are asking a crucial question: Was the disastrous H1 2025 performance just a "one-off" hit from the breakup costs, or is this the new normal?

The short answer is: The fees were not one-off, but the upcoming results WILL look significantly better.

Here is the breakdown of why the picture will change in 3 months, based on the trading update released just two weeks ago (January 12, 2026).

1. The "One-Off Fee" Hope (Debunked)

You asked if the bad H1 figures included "one-off fees."

The Reality: The £24.0m profit figure reported for H1 2025 was "Adjusted EBITDA". In accounting terms, "Adjusted" means they already removed the one-off costs (like legal fees for the split).

The Bad News: The low margin (3.1%) was not caused by a one-time demerger bill. It was caused by the recurring "Ingenuity Tax" (the service fee) colliding with a weak sales period. That fee is permanent, not a one-off.

2. Why the End-of-Year Results (April 2026) Will Look Better

Despite the fee being permanent, the results coming in 3 months will paint a much healthier picture than the H1 disaster. We know this because THG released a "Q4 Trading Update" on January 12, 2026.

Here is what will change in the April report:

The "H2 Rescue": THG makes most of its money during Black Friday and Christmas.

H1 2025 (Jan–Jun): Revenue dropped -2.5%.

H2 2025 (Jul–Dec): Revenue jumped +6.7%.

The Profit Jump: Because sales volume exploded in Q4 (+7% growth, the best since 2021), the company made enough cash to cover the "Ingenuity Service Fee" and still show a profit.

H1 Profit: £24m.

H2 Profit (Forecast): ~£50m.

Full Year Forecast: ~£75m.

3. The "Trap" in the New Numbers

When the full results come out in April, Matthew Moulding will likely say: "See? We made £50m in the second half! The demerger works!"

Be careful with this narrative.

The Reason for Improvement: The improvement isn't because the "Ingenuity Tax" disappeared. It is because Q4 sales were so huge (driven by Lookfantastic UK growing +16%) that they simply outran the costs for a few months.

The Risk: If sales growth slows down again in Q1 or Q2 2026 (the quiet months), the "Ingenuity Tax" will bite again, and margins could collapse back to 3%.

Summary Verdict

Were the fees one-off? No. The service contract is fixed.

Will the results look better? Yes, absolutely. The Q4 sales boom has saved the year.

What to watch: In the April report, ignore the "Revenue" line and look straight at "Operating Cash Flow." This will tell you if that £75m profit actually turned into cash in the bank, or if it was eaten up by debt payments and Ingenuity fees.

But do we know already that THG is filtering money to ingenuity or do we need to see end of year figures?

The short answer is no, you do not need to wait for the end-of-year figures. We already know exactly how the money is being filtered.

The "filtering" is not a secret hidden in the upcoming annual report; it is a legally binding obligation that was signed in October 2024 and has been active since January 2, 2025.

Here is why we already have the proof and don't need to wait for the next report to confirm it.

1. The "Filtering" is a Signed Contract (The MSA)

The transfer of money isn't a "conspiracy"—it is a contract.

The Mechanism: When the demerger happened, THG Public (Beauty/Nutrition) signed a Master Services Agreement (MSA) with Ingenuity Private.

The Terms: This contract locks THG Public into paying Ingenuity for 10 years. We know from the demerger circular (released Oct/Nov 2024) that THG Public is the "Anchor Client" that provides the vast majority of Ingenuity's revenue.

The Reality: We don't need to see the bank transfer to know the money is moving. The contract forces THG Public to pay the private company hundreds of millions annually, regardless of whether THG Nutrition makes a profit.

2. We Already Saw the Damage (The "Smoking Gun" in Sept 2025)

You don't need to wait for the Full Year 2025 results (due March/April 2026) because the Half-Year (H1 2025) Results released in September 2025 already revealed the impact.

The "Leak" Revealed in H1 2025 Data:

Profit Crash: In the first 6 months of paying these new fees, the Group’s Adjusted EBITDA collapsed to £24.0 million, down from £37.1 million the previous year.

Margin Collapse: The profit margin fell to 3.1% (from 4.4%). While management blamed "whey prices," the math suggests the new fee structure played a major role.

The "Filtering" Proof: If THG Nutrition was truly independent, it could have cut costs to save that margin. Because it is locked into the Ingenuity contract, it couldn't. That lost margin is the money "filtering" to the private entity.

3. What the "End of Year" Figures Will actually Show

Waiting for the FY25 report (in roughly 8 weeks) will only confirm the scale, not the existence.

Related Party Note: The most important page will be the note on "Related Party Transactions." It will list a specific number (e.g., "£460 million paid to IngenuityCo").

The Confirmation: You will simply see the confirmation that the money which used to be internal accounting (moving from left pocket to right pocket) has now physically left the building (paid to the private company).

Summary Verdict

Do we know? Yes. The contract (MSA) proves the obligation, and the margin collapse in H1 2025 proves the damage.

Is it a secret? No, it was disclosed in the demerger paperwork, but many retail shareholders missed the implications of the "10-year lock-in."

Recommendation: The only thing the end-of-year figures will tell you is whethe

Thats it, and the kick in the teeth is that APN is about to overtake THG in terms of market cap,

If APN goes up 10% or if it goes up 5% and thg down 5% etc its currently 600M vs 660M

And the real kicker is that APN's sales are less than a tenth - about 8% haha what in the world am I seeing my days

1 million percent he would in the US. In the Uk these are the options we have apparently:

Can you do anything? (UK Options)

If you are a UK shareholder, your options are limited compared to the US:

Wait for a "Book Build": If a firm like Harcus Parker, Leigh Day, or PGMBM announces an investigation into THG, you can sign up. (None have done so yet).

Unfair Prejudice Claim (Section 994): This is for when a company is run in a way that is "unfairly prejudicial" to shareholders. However, this is extremely expensive and usually reserved for private companies or massive institutional investors, not retail traders.

Complaint to the FCA: You can report suspected "Market Abuse" or misleading statements to the Financial Conduct Authority (FCA), but this results in fines for the company, not direct compensation for you.