Proposed Share Subscription, Debt Facility & RPT

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

6 February 2026

Huddled Group plc

("Huddled", the "Company" or the "Group")

Proposed Share Subscription, Debt Facility and Related Party Transaction

Huddled Group plc (AIM:HUD), the circular economy e-commerce group is pleased to announce that it has received commitments for a proposed subscription of up to  £730,000 of new Ordinary Shares¹ in the Company at a price of 1.75 pence per share (the "Proposed Subscription"), alongside a debt facility of up to £600,000 (the "Debt Facility") to support its current growth.  The Company also intends to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to its existing shareholders on the same terms as the Proposed Subscription for approximately £100,000.

Management and connected parties have committed to subscribe for up to £370,000, with existing institutional shareholders, and one new shareholder placing firm orders for £360,000. (The management and connected parties' amount may be adjusted dependent on the amount raised through the WRAP).

The Company will shortly release a separate announcement with further details of the WRAP. The Proposed Subscription and the WRAP are expected to complete on Monday 9 February 2026 and further details of which will be announced as soon as practicably possible thereafter.

The funds raised from the Proposed Subscription, the Debt Facility and the WRAP will be used to further strengthen the Group's stock and working capital position across its various brands, as well as provide additional working capital to fund the expansion into new channels such as KwikSales and marketplaces such as Amazon and Temu.

As announced on 21 January 2026, early trials on the 'deal' sites such as HotUKDeals and Latest Deals, and via marketplaces are very encouraging. The initial trial on one of the 'deal' sites generated circa 900 orders, and circa £40,000 of revenue at a margin, after all direct costs, fulfilment, postage, packaging, and processing fees, of circa £5 per order, in under 24 hours.

On the marketplaces, we have started to add products for Discount Dragon to Temu, and whilst it is still very early days, we are encouraged by the uptake in both orders, and margin being achieved. Orders, on a very limited number of SKUs, exceeded 650 in January 2026 and are growing, with a profit margin after costs, of circa £3 per order. The early signs have given us the confidence to add more products, more brands and more marketplaces such as Amazon, OnBuy, and Ebay in the coming weeks

The addition of these new 'channels to market' is highly accretive to the Huddled business model. On the deal sites, postage and packaging is included in the offer, which is always for a single product, at a significant discount to RRP, making both the decision to buy and the buying process relatively easy.  The marketing of these offers is a variable cost, either a cost-per-click, or a commission on sales, making the model highly scalable. This, along with our ability to offer next-day delivery, ensures we are ranked highly by their algorithms.

Martin Higginson, Executive Chairman of Huddled Group plc said:

 "The move to our new highly-automated fulfilment partner was always going to be challenging, we are confident their automated solution will help us unlock, and hone, the potential in our business model. The early signs across the new, additional channels to market is very encouraging, and whilst there is still much work to be done, we can clearly see that with more stock, and more channels to market we can begin to grow the business.

"I would like to thank shareholders for the ongoing support. Using the WRAP has also given us the ability to extend this funding to our private shareholder base, allowing them to take part and protect their position."

Share Subscription

The Proposed Subscription is expected to complete in conjunction with the completion of the WRAP and an announcement containing the final number of issued Proposed Subscription shares and issued WRAP shares will be made as soon as practicably. It is expected that a proportion of the Proposed Subscription shares and WRAP offer shares will be satisfied using existing authorities granted to the directors at the Company's General Meeting held on 8 August 2025, in the event the Proposed Subscription and WRAP are fully subscribed the Company will convene a General Meeting to seek shareholder approval to issue the remaining Proposed Subscription shares. Further details of which will be announced in due course.

Debt Facility

The Company announces that on 5 February 2026, it entered into loan agreements with Martin Higginson, a director of the Company, and with two other private individuals (the "Loan Agreements") in relation to the Debt Facility.

The principal terms of the Loan Agreements are :

·      Principal total amount: £600,000 (of which Martin Higginson has agreed to provide £300,000, with the balance of £300,000 split equally between the two other parties)

·      Interest rate: 15% per annum

·      Interest payable monthly

·      Two year term

·      50% of the principal paid in equal monthly instalments in months 13-24 of the term, the remaining 50% payable on the second anniversary of the Loan Agreement

·      Security: Secured by a debenture over Huddled Group plc on standard market terms

·      Early repayment of the principal at the Company's option without penalty

Related Party Transactions

The entering into of the Debt Facility, by Martin Higginson, a director of the Company constitutes a related party transaction under the AIM Rules.

The directors of the Company (excluding Martin Higginson), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that the terms of the Debt Facility are fair and reasonable insofar as the Company's shareholders are concerned.

¹ordinary shares of 0.040108663 pence each in the Company ("Ordinary Shares")