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REGISTERED NUMBER: 10343378 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 November 2024

for

Flawless UK Vape Distribution Ltd

Flawless UK Vape Distribution Ltd (Registered number: 10343378)






Contents of the Financial Statements
for the Year Ended 30 November 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 7

Statement of Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Cash Flow Statement 14

Notes to the Cash Flow Statement 15

Notes to the Financial Statements 16


Flawless UK Vape Distribution Ltd

Company Information
for the Year Ended 30 November 2024







DIRECTORS: T S Maini
M S Kohli
I S Maini
S S Kohli
P K Maini





REGISTERED OFFICE: 7 Sheene Road
Leicester
Leicestershire
LE4 1BF





REGISTERED NUMBER: 10343378 (England and Wales)





AUDITORS: Duncan & Toplis Audit Limited
Statutory Auditor
Park House
37 Clarence Street
Leicester
Leicestershire
LE1 3RW

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Strategic Report
for the Year Ended 30 November 2024

The directors present their strategic report for the year ended 30 November 2024.

REVIEW OF BUSINESS
Turnover has increased from £94.0m to £105.7m in the year and pre tax profits have increased from £10.3m to £11.8m which is a 15% increase on last year. The directors are pleased with these results and much credit is due to the management and staff throughout the company.

PRINCIPAL RISKS AND UNCERTAINTIES
The company's operations expose it to a variety of financial risks, outlined in detail below. The company has several risk management strategies in place that aim to reduce the adverse effects on the financial performance of the company by monitoring levels of a number of financial costs.

Currency risk
The Company is exposed to currency risk through the purchase of goods and sales to overseas markets. Fluctuations in exchange rates may impact the cost of goods and overall profitability. The Company monitors currency exposure as part of its financial management processes and seeks to mitigate risk through pricing strategies and operational planning.

Supplier risk
The Company sources products from a network of overseas suppliers, and its ability to maintain consistent product availability is dependent on timely and reliable supply. Disruption in global logistics, regulatory changes, or supplier failure could adversely affect operations. To mitigate this risk, the Company maintains strong, long-term supplier relationships, performs regular due diligence, and ensures sourcing is diversified across multiple trusted partners.

Compliance Risk
Compliance risk arises from the Company’s obligation to adhere to a wide range of regulations governing the sale, labelling, marketing, and distribution of vaping products. Given the evolving legislative environment—particularly the confirmed ban on disposable e-cigarettes from June 2025 - the Company recognises the increased complexity and potential exposure to regulatory breaches. To mitigate this risk, the Company maintains robust compliance procedures, monitors regulatory developments closely, and engages with legal advisors and relevant authorities to ensure all products and operations remain fully compliant.


Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Strategic Report
for the Year Ended 30 November 2024

SECTION 172(1) STATEMENT
Section 172 of The Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regards to:

- 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 desirability of the Company maintaining a reputation for high standards of business conduct; and
- The need to act fairly as between members of the company

The following outlines how the directors have fulfilled their responsibilities under Section 172 during the financial year:

Employees
Our people are fundamental to the successful operation of the business. See section on 'Engaging with employees' within the Directors report.

Business relationships
Our approach on engagement and management of business relationships with suppliers and customers is discussed within the Directors Report.

Maintaining High Standards of Business Conduct
Maintaining high standards of business conduct is crucial. We adhere to a comprehensive Code of Conduct that emphasizes integrity, fairness, and respect. Compliance with legal and regulatory requirements is monitored through regular audits and training programs to ensure all employees understand and uphold these standards.

KEY PERFORMANCE INDICATORS
The key performance indicators that the directors monitor the business by are the levels of turnover achieved, margins achieved and the net current assets position.

FUTURE DEVELOPMENTS
The directors consider that the company's market place will remain competitive in the near future. However, the directors believe that the company is well placed to take advantage of every opportunity in the coming year.

ON BEHALF OF THE BOARD:





T S Maini - Director


8 August 2025

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Report of the Directors
for the Year Ended 30 November 2024

The directors present their report with the financial statements of the company for the year ended 30 November 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the distribution of vape products.

DIVIDENDS
The total distribution of dividends for the year ended 30 November 2024 was £1,218,267 (2023 - £1,497,470).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 December 2023 to the date of this report.

T S Maini
M S Kohli
I S Maini
S S Kohli
P K Maini

ENGAGEMENT WITH EMPLOYEES
We operate an equal opportunities employment policy and take all precautions to ensure the health safety and welfare of our staff.

As a family-run business we know that our fantastic team is crucial to every success, We devote a lot of care in selecting the best people for each job and training them to ensure that they have the right skills to do that job. We aim to build trusting relationships where employees feel motivated and engaged and are encouraged to develop to realise their own potential through support and training.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
Customers
Our aim is to provide the best quality product to our customers. Efforts have been made to enhance our customer service through focusing on customer satisfaction. We engage with our customers through a variety of channels including social media and our website. We believe that engaging with our customers is the best way we can understand what they value most and ensure that we are tailoring our services to match their expectations.

Suppliers
We work to develop long term relationships with our suppliers and are committed to supporting local businesses whenever practical. As with customers, suppliers are treated with respect and dealt with in a fair, honest and equitable manner. We find this strengthens supply chain resilience.





















Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Report of the Directors
for the Year Ended 30 November 2024

STREAMLINED ENERGY AND CARBON REPORTING
The company is required to report under the Streamlined Energy and Carbon Reporting (SECR) framework under the Companies and Limited Liabilities Partnerships Regulations 2018. We have followed the governments guidance on how to measure and report greenhouse gas emissions and have used the 2024 UK Government's Conversion Factors for Company Reporting.


Greenhouse gas emissions and energy use data for the year 1 December 2023 to 30
November 2024

2024 2023
kWh kWh
Energy consumption
Aggregate of energy consumption in the year 531,274 336,846

2024 2023
tCO2e tCO2e
Scope 1 - direct emissions
Gas 40 38
Transportation 57 7

Scope 2 - indirect emissions
Electricity 18 19
Total gross emissions 115 64

Intensity ratio
Tonnes CO2e per £    of revenue 0.00109 0.00068


Intensity measurement
The chosen intensity measurement ratio is the gross emissions in metric tonne per £    of revenue in the year.

Measures taken to improve energy efficiency
The company recognises that its operations have a potential direct and indirect impact on the environment. The company promotes the reduction of energy consumption, minimising waste disposed to landfill by reducing, reusing and recycling, and reducing CO2 emissions. The company also promotes the adoption of new energy efficient technology as part or our ongoing plant and equipment and vehicle replacement programme.


Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Report of the Directors
for the Year Ended 30 November 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of 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 then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





T S Maini - Director


8 August 2025

Report of the Independent Auditors to the Members of
Flawless UK Vape Distribution Ltd

Opinion
We have audited the financial statements of Flawless UK Vape Distribution Ltd (the 'company') for the year ended 30 November 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 November 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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, 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.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Flawless UK Vape Distribution Ltd


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Flawless UK Vape Distribution Ltd


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was considered capable of detecting irregularities, including fraud

The capability to detect irregularities is based on the auditor identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, and then designing and performing audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

a) Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, the following approach was taken:

- Understanding the nature of the industry and sector, control environment and business performance;
- Consideration of the results of our enquiries of management and those charged with governance
about their own identification and assessment of the risks of irregularities;
- Understanding the company's policies and procedures on compliance with laws and regulations and
management of fraud risk, including documentation of instances of non-compliance of laws and
regulations and instances of actual, suspected or alleged fraud;
- Consideration of matters discussed among the audit engagement team regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud;
- Understanding the legal and regulatory frameworks that the company operates in through enquiry of
management and those charged with governance and understanding the company's industry and
sector. The key laws and regulations that were considered to have an effect on material amounts and
disclosures in the financial statements included the Companies Act and tax legislation.

b) Audit response to risks identified

Based on this understanding, the following audit procedures were designed and performed to respond to the risks identified:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations described as having a direct effect on the financial
statement;
- Enquiring of management, those charged with governance and, where applicable, the company's
solicitors concerning actual and potential litigation and claims;
- Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
- Reviewing minutes of meetings of those charged with governance and, where applicable,
correspondence with regulators;
- Performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness and evaluating the business rationale of significant
transactions outside the normal course of business;
- Communication of potential fraud risks to all engagement team members and remaining alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.


Report of the Independent Auditors to the Members of
Flawless UK Vape Distribution Ltd

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Mark Torr FCCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited
Statutory Auditor
Park House
37 Clarence Street
Leicester
Leicestershire
LE1 3RW

12 August 2025

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Statement of Comprehensive
Income
for the Year Ended 30 November 2024

30.11.24 30.11.23
Notes £    £   

TURNOVER 3 105,686,478 93,965,890

Cost of sales (88,492,169 ) (78,969,859 )
GROSS PROFIT 17,194,309 14,996,031

Administrative expenses (5,699,351 ) (4,837,449 )
11,494,958 10,158,582

Other operating income 157,829 146,868
OPERATING PROFIT 5 11,652,787 10,305,450

Interest receivable and similar income 184,241 25,449
11,837,028 10,330,899

Interest payable and similar expenses 6 (39,460 ) (23,402 )
PROFIT BEFORE TAXATION 11,797,568 10,307,497

Tax on profit 7 (2,990,347 ) (2,396,459 )
PROFIT FOR THE FINANCIAL YEAR 8,807,221 7,911,038

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

8,807,221

7,911,038

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Balance Sheet
30 November 2024

30.11.24 30.11.23
Notes £    £   
FIXED ASSETS
Tangible assets 9 1,365,359 760,597

CURRENT ASSETS
Stocks 10 8,512,906 7,909,360
Debtors 11 13,371,724 10,078,909
Cash at bank and in hand 9,441,427 3,815,832
31,326,057 21,804,101
CREDITORS
Amounts falling due within one year 12 (9,261,014 ) (7,399,803 )
NET CURRENT ASSETS 22,065,043 14,404,298
TOTAL ASSETS LESS CURRENT
LIABILITIES

23,430,402

15,164,895

CREDITORS
Amounts falling due after more than one
year

13

(638,508

)

(119,312

)

PROVISIONS FOR LIABILITIES 16 (310,284 ) (152,927 )
NET ASSETS 22,481,610 14,892,656

CAPITAL AND RESERVES
Called up share capital 17 66 66
Capital redemption reserve 18 33 33
Retained earnings 18 22,481,511 14,892,557
SHAREHOLDERS' FUNDS 22,481,610 14,892,656

The financial statements were approved by the Board of Directors and authorised for issue on 8 August 2025 and were signed on its behalf by:





T S Maini - Director


Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Statement of Changes in Equity
for the Year Ended 30 November 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 December 2022 66 8,478,989 33 8,479,088

Changes in equity
Dividends - (1,497,470 ) - (1,497,470 )
Total comprehensive income - 7,911,038 - 7,911,038
Balance at 30 November 2023 66 14,892,557 33 14,892,656

Changes in equity
Dividends - (1,218,267 ) - (1,218,267 )
Total comprehensive income - 8,807,221 - 8,807,221
Balance at 30 November 2024 66 22,481,511 33 22,481,610

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Cash Flow Statement
for the Year Ended 30 November 2024

30.11.24 30.11.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 10,076,739 4,900,932
Interest element of hire purchase
payments paid

(39,460

)

(23,402

)
Tax paid (2,886,451 ) (2,187,065 )
Net cash from operating activities 7,150,828 2,690,465

Cash flows from investing activities
Purchase of tangible fixed assets (1,028,235 ) (652,858 )
Sale of tangible fixed assets 35,500 250,296
Interest received 184,241 25,449
Net cash from investing activities (808,494 ) (377,113 )

Cash flows from financing activities
New hire purchases 993,442 404,202
Capital repayments in year (491,914 ) (364,815 )
Amount withdrawn by directors - (59,934 )
Equity dividends paid (1,218,267 ) (1,497,470 )
Net cash from financing activities (716,739 ) (1,518,017 )

Increase in cash and cash equivalents 5,625,595 795,335
Cash and cash equivalents at
beginning of year

2

3,815,832

3,020,497

Cash and cash equivalents at end of
year

2

9,441,427

3,815,832

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Cash Flow Statement
for the Year Ended 30 November 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

30.11.24 30.11.23
£    £   
Profit before taxation 11,797,568 10,307,497
Depreciation charges 354,791 133,441
Loss on disposal of fixed assets 33,181 66,449
Finance costs 39,460 23,402
Finance income (184,241 ) (25,449 )
12,040,759 10,505,340
Increase in stocks (603,546 ) (1,408,631 )
Increase in trade and other debtors (3,292,815 ) (4,494,252 )
Increase in trade and other creditors 1,932,341 298,475
Cash generated from operations 10,076,739 4,900,932

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2024
30.11.24 1.12.23
£    £   
Cash and cash equivalents 9,441,427 3,815,832
Year ended 30 November 2023
30.11.23 1.12.22
£    £   
Cash and cash equivalents 3,815,832 3,020,497


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.12.23 Cash flow At 30.11.24
£    £    £   
Net cash
Cash at bank and in hand 3,815,832 5,625,595 9,441,427
3,815,832 5,625,595 9,441,427
Debt
Finance leases (347,984 ) (501,527 ) (849,511 )
(347,984 ) (501,527 ) (849,511 )
Total 3,467,848 5,124,068 8,591,916

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements
for the Year Ended 30 November 2024

1. STATUTORY INFORMATION

Flawless UK Vape Distribution Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are reviewed annually. They are amended when necessary to reflect current accounting estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

ii) Stock
In determining stock provisions, future demand and selling price is evaluated and appropriate provisions are made to reflect the risk of obsolescence and impairment in carrying value. The provisioning policy is in place to ensure that the carrying value of stock recognised in the financial statements is the lower of cost and estimated selling price, in accordance with the stated accounting policy.

Turnover
Turnover is measured at fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and Valued Added Tax.

The company recognises turnover when the following criteria have been met:

i) Sale of goods

Revenue from the sale of goods is recognised when :
(a) the significant risks and rewards of ownership have been transferred to the buyer;
(b) the company retains no ongoing involvement or control over the goods;
(c) the revenue can be reliably measured;
(d) it is probable that the Company will receive the consideration due under the transaction; and
(e) the costs incurred in respect of the transaction can be reliably measured.

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and costs directly attributable to bringing the asset to the location and condition necessary for its intended use.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery20% on cost
Fixtures and fittings20% on cost
Motor vehicles25% on cost
Computer equipment25% on cost

Stocks
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport and handling costs in bringing stocks to their present location and condition.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to sell and an impairment charge is recognised in the Statement of Comprehensive Income.

Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and other third parties.

Financial assets that are measured at cost and amortised cost are assessed at the end to each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives.
Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

30.11.24 30.11.23
£    £   
United Kingdom 95,866,148 76,870,611
Europe 9,712,882 13,689,877
Rest of the World 107,448 3,405,402
105,686,478 93,965,890

4. EMPLOYEES AND DIRECTORS
30.11.24 30.11.23
£    £   
Wages and salaries 3,123,534 2,613,162
Social security costs 292,409 240,296
Other pension costs 40,165 33,791
3,456,108 2,887,249

The average number of employees during the year was as follows:
30.11.24 30.11.23

Directors 5 5
Employees 112 92
117 97

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

4. EMPLOYEES AND DIRECTORS - continued

30.11.24 30.11.23
£    £   
Directors' remuneration 132,524 107,079
Directors' pension contributions to money purchase schemes 250 376

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

30.11.24 30.11.23
£    £   
Hire of plant and machinery 9,099 7,883
Other operating leases 241,781 240,516
Depreciation - owned assets 148,961 84,262
Depreciation - assets on hire purchase contracts 205,831 49,179
Loss on disposal of fixed assets 33,181 66,449
Foreign exchange differences (209,751 ) 13,241
Auditors Remuneration 14,400 15,280

6. INTEREST PAYABLE AND SIMILAR EXPENSES
30.11.24 30.11.23
£    £   
Hire purchase 39,460 23,402

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
30.11.24 30.11.23
£    £   
Current tax:
UK corporation tax 2,832,990 2,368,862

Deferred tax 157,357 27,597
Tax on profit 2,990,347 2,396,459

UK corporation tax has been charged at 25% (2023 - 23.01%).

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.11.24 30.11.23
£    £   
Profit before tax 11,797,568 10,307,497
Profit multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 23.011%)

2,949,392

2,371,858

Effects of:
Expenses not deductible for tax purposes 40,955 22,443
Enhanced capital allowances - (33 )
Differing tax rates applicable - 2,191
Total tax charge 2,990,347 2,396,459

8. DIVIDENDS
30.11.24 30.11.23
£    £   
Ordinary 'B' shares of £1 each
Interim 251,591 306,169
Ordinary 'C' shares of £1 each
Interim 251,591 306,169
Ordinary 'D' shares of £1 each
Interim 301,645 370,756
Ordinary 'E' shares of £1 each
Interim 282,955 355,649
Ordinary 'F' shares of £1 each
Interim 130,485 158,727
1,218,267 1,497,470

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

9. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Motor Computer
machinery fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 December 2023 97,000 563,613 450,317 51,255 1,162,185
Additions - 26,337 993,162 8,736 1,028,235
Disposals - - (73,260 ) - (73,260 )
At 30 November 2024 97,000 589,950 1,370,219 59,991 2,117,160
DEPRECIATION
At 1 December 2023 72,954 281,243 35,114 12,277 401,588
Charge for year 13,846 77,774 249,190 13,982 354,792
Eliminated on disposal - - (4,579 ) - (4,579 )
At 30 November 2024 86,800 359,017 279,725 26,259 751,801
NET BOOK VALUE
At 30 November 2024 10,200 230,933 1,090,494 33,732 1,365,359
At 30 November 2023 24,046 282,370 415,203 38,978 760,597

Included within tangible fixed assets are assets held under hire purchase with a net book value of £978,225 (2023 - £370,692).

10. STOCKS
30.11.24 30.11.23
£    £   
Stocks 8,105,092 7,425,967
Goods in transit 407,814 483,393
8,512,906 7,909,360

Stock recognised in costs of sales during the year as an expense was £82,368,120 (2023 - £74,810,696).

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.11.24 30.11.23
£    £   
Trade debtors 4,211,723 3,125,175
Other debtors 4,359,860 6,828,511
Prepayments 4,800,141 125,223
13,371,724 10,078,909

An impairment loss of £35,105 (2023 - £102,421) has been recognised in profit or loss in the year in respect of bad and doubtful debts.

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.11.24 30.11.23
£    £   
Hire purchase contracts (see note 14) 211,003 228,672
Trade creditors 5,085,016 2,746,799
Corporation tax 1,282,990 1,336,451
Social security and other taxes 78,352 63,011
VAT 1,797,961 1,437,109
Other creditors 183,339 97,194
Accrued expenses 622,353 1,490,567
9,261,014 7,399,803

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
30.11.24 30.11.23
£    £   
Hire purchase contracts (see note 14) 638,508 119,312

14. LEASING AGREEMENTS

Minimum lease payments under hire purchase fall due as follows:

30.11.24 30.11.23
£    £   
Net obligations repayable:
Within one year 211,003 228,672
Between one and five years 638,508 119,312
849,511 347,984

15. SECURED DEBTS

The following secured debts are included within creditors:

30.11.24 30.11.23
£    £   
Hire purchase contracts 849,511 347,984

Hire purchase liabilities are secured on the individual assets being acquired.

16. PROVISIONS FOR LIABILITIES
30.11.24 30.11.23
£    £   
Deferred tax
Accelerated capital allowances 310,284 152,927

Deferred
tax
£   
Balance at 1 December 2023 152,927
Charge to Statement of Comprehensive Income during year 157,357
Balance at 30 November 2024 310,284

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.11.24 30.11.23
value: £    £   
12 Ordinary 'B' £1 12 12
12 Ordinary 'C' £1 12 12
17 Ordinary 'D' £1 17 17
16 Ordinary 'E' £1 16 16
9 Ordinary 'F' £1 9 9
66 66

18. RESERVES

Retained Earnings

Retained earnings represents cumulative profits or losses, net of dividends paid in the current and previous periods.

Capital Redemption Reserve

This reserve arose following the purchase of the company's own shares in prior years.

19. RELATED PARTY DISCLOSURES

Key management personnel of the entity or its parent (in the aggregate)

Key management personnel is considered to be the directors of the company, remuneration is stated in Note 4.

During the year total dividends of £1,218,267 (2023 - £1,497,470) were paid to the directors.

Flawless UK Vape Distribution Ltd (Registered number: 10343378)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

Other related parties

The directors and shareholders are also directors and shareholders of another company. During the year rent of £186,000 (2023 - £186,000) and expenses of £4,088 (2023 - £3,198) were paid to this company. During the year, loan advances of £30,000 (2023 - £1,375,286) were made to this company and repayments of £235,000 (2023 - £400,286) were received from it. The loan balance due from the aforementioned company at the year end is £3,351,387 (2023 - £3,556,387) and is included in other debtors.

During the year, sales of £93,403 (2023 - £105,881) were made to another commonly controlled company. Purchases of £134 (2023 - £11,340) were also made from the aforementioned company. A debtor of £18,931 (2023 - £7,366) was outstanding at the year end and is included in trade debtors.
During the year, sales of £92,942 (2023 - £122,053) were made to another commonly controlled company. Purchases of £387,409 (2023 - £467,582 ) were also made from the aforementioned company. A debtor of £3,639 (2023 - £3,510) was outstanding in relation to the sales made at the year end and is included in trade debtors.

During the year, sales of £1,681,803 (2023 - £2,421,275 ) were made to another company which is commonly controlled by the directors and shareholders. A debtor of £19,772 (2023 - £13,942 ) was outstanding at the year end and is included in trade debtors.

During the year, sales of £590,544 were made to another commonly controlled company acquired by the Directors this year. Purchases of £1,349,747 were also made from the aforementioned company. A net debtor amount of £32,344 was outstanding in relation to the sales made at the year end and is included in trade debtors. During the year, loan advances of £587,000 were also made to this company and repayments of £187,000 were received from it. The loan balance due from the aforementioned company at the year end is £400,000 and is included in other debtors.

20. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.