The directors present the strategic report for the Period ended 27 December 2024.

Tootonic Limited (“the Company”) is the largest independent retailer of character clothing in the UK. Trading as ‘Character.com’; the Company delivers high quality, great value and fashionable licensed goods. The Company operates as an ecommerce business, and from Autumn 2023, physical retail business and has expanded its footprint during 2024 with further store openings. Its operations span a range of online platforms and bricks and mortar stores including, but not limited to its own website www.character.com.

By continuing to offer a unique selection of designs from popular characters the Company has achieved an increase in profitability in its financial year, growth in its international consumer base, expanding its routes to market, and achieving excellent reviews for its first class customer service, fast delivery and quality of products.

The Company has experienced continued sustainable growth over the last 5 years, allowing reinvestment in its product portfolio, which in turn has enabled the Company to expand its geographical footprint and offerings, creating a truly global presence in the Character retail space.

Key Performance indicators

The Company’s main KPI is Gross Margin, 2024: 64% (22/23: 60%), with a second year improvement and a further increase in operating profit percentage of 25% compared to the 17 months reported for 2023.

Economic and market conditions

With a downward turn in global economic conditions, geopolitical uncertainty and inflationary pressures, the Company has focused on continuing stable growth and diversification whilst maximising profitability. Cost of living concerns and unfavorable global economics have a direct impact on consumer spending and ultimately sales. The Company’s strategy of selling high-quality products at a value for money price with the ease of buying online and in store, should help mitigate some of this risk.

The Company continually reviews all cost lines, renegotiating and tendering where necessary.

Currency risk

The Company is exposed to foreign exchange risk. The Company uses a third party to exchange all currencies and continually monitors the market.

The Company throughout the period focused on increasing Gross Margin and reducing its Cost of Doing Business (CODB).

The Company continues to focus on combating economic and inflationary pressures and supply chain disruption, whilst continuing to develop an international footprint and routes to market, including its diversification strategy into bricks and mortar and opening further retail stores.

S.172(1) statement

In accordance with Section 172 of the Companies Act 2006, the Directors continue to promote the success of the Company and the benefit of stakeholders by:

• Prioritising the long term viability of the business throughout all decision making processes

• Close relationships with our suppliers and customers during a period of economic downturn and supply chain disruption

• Keeping employees informed of business developments and running town hall meetings

• Investing in a retail presence throughout the UK, supporting long term growth and brand building

• Striving to offer a best in class customer experience, in stores and online, offering a high quality product, quick delivery times and running in store events

• Regular review by the Board of the financial and operational position of the company to consider the strategic direction ensuring that future liabilities could be met, including the approval of a three year plan and investment for the UK store rollout

• Supporting the community through ethical sourcing through the better cotton initiative, charity partnerships and continuing our sustainable journey with packaging at 100% of recycled materials

Environmental, Social and Governance (ESG)

At Character.com, we are committed to building a more sustainable and responsible future. Our efforts focus on improving product quality, supporting ethical supply chains, and reducing our environmental footprint. Throughout 2024, we made meaningful progress in our ESG journey by advancing key initiatives, launching impactful products, and laying the groundwork for deeper engagement and accountability in 2025.

CLOTHES MADE SMARTER

Ethical Sourcing and Material Use

Sustainable Cotton Sourcing:
In 2024, we significantly expanded our use of responsibly sourced cotton. A large proportion of our cotton products were made using either organic cotton or cotton sourced through more sustainable farming practices. Our long-term target remains: 80% of our cotton products to be sustainably sourced by 2030—supporting better farming practices, improved livelihoods, and reduced environmental impact.

Traceability and Transparency:
We continue to improve traceability across our cotton supply chain. We are committed to maintaining transparency and ethical sourcing standards, and we are exploring new partnerships to support traceability goals across all our materials.

Sustainability Partnerships

Industry Collaboration:
We joined Products of Change in 2024 to strengthen our sustainability efforts through industry-wide collaboration. In 2025, we will participate in roundtable discussions focused on sustainable innovation and responsible licensing. This engagement will help us stay aligned with emerging best practices and ensure our sustainability goals are both ambitious and achievable.

Sustainable Packaging

Packaging Materials:
In 2024, we transitioned all product packaging to a blend of 30% recycled plastic, significantly reducing our reliance on virgin materials. This marked an important step forward in our sustainable packaging strategy. We also reduced the use of insert cards across our packaging range to help minimise overall material usage and waste.

FSC-certified Paper Products:
All swing tags and packaging are now made from FSC-certified materials, ensuring that all paper components are responsibly sourced from managed forests or recycled content. This aligns with our broader goal of ensuring sustainable sourcing across all packaging formats.

Product Innovations

Charity Partnerships:
In September 2024, we proudly launched a Paw Patrol clothing range in collaboration with Dogs Trust. Designed to promote family well-being and outdoor pet engagement, the collection included a free dog bandana with every purchase, and a portion of sales supported the charity’s mission. Educational pet care resources were shared via QR codes on packaging. We look forward to expanding this successful partnership in 2025 and beyond.

Inclusive Design – Adaptive Clothing:
In Autumn/Winter 2024, we launched our SpongeBob SquarePants Adaptive clothing range, co-developed with feedback from parents and carers of children with additional needs. This collection features thoughtful design elements like Velcro openings, popper fastenings, scratch mitts, soft fabrics, and no labels to reduce sensory discomfort. The positive response to this launch highlights the demand for inclusive, accessible, and stylish clothing solutions, and we are committed to expanding this area further.

GOVERNANCE

Ethical Standards and Compliance

SEDEX Membership:
Character.com remains fully registered with SEDEX, reflecting our commitment to high standards in labour rights, environmental management, and ethical business practices. Regular audits and supplier assessments ensure we meet and uphold these standards.

Supplier Code of Conduct:
All our suppliers are required to adhere to our comprehensive Supplier Code of Conduct, which sets clear expectations around fair labour, environmental responsibility, and ethical business behaviour. We continue to monitor compliance through regular evaluations and third-party audits.

Governance Oversight

Our ESG strategy remains a strategic priority for the Board. While overall responsibility lies with the CEO, day-to-day implementation and operational integration are driven by our directors and senior management team. This leadership structure ensures accountability and continuous improvement across our ESG agenda.

Looking Ahead

In 2025 and beyond, Character.com will continue to innovate and lead with purpose. Building on the solid foundation laid in 2024, we aim to deepen our impact in sustainability, inclusivity, and ethical business practices.

On behalf of the board

The directors present their annual report and financial statements for the Period ended 27 December 2024.

The principal activity of the company continued to be that of retail e-commerce sales, and more recently, retail sales.

The results for the Period are set out on page 11.

Ordinary dividends were paid amounting to £500,000. The directors do not recommend payment of a further dividend.

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

Harris Bassett Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Streamlined Energy & Carbon Report

The Company in line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report Regulations 2018 the energy use and greenhouse gas (GHG) emissions are set out below for the period ending 27 December 2024.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the review of the business and a description of the principal risks and uncertainties facing the company.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

We have audited the financial statements of Tootonic Ltd (the 'company') for the Period ended 27 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 27 December 2024 and of its profit for the Period 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

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

• Results of our enquiries of management about their own identification and assessment of the risks of irregularities;

• The nature of the industry and sector, control environment and business performance;

• Any matters we identified having obtained and reviewed the company’s policies and procedures relating to:

  • Identifying, evaluation and complying with laws and regulations and whether they were aware of any instances of noncompliance;

  • Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

  • The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

• The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

• Enquiry of management around potential litigation and claims.

• Enquiry of entity staff to identify any instances of non-compliance with laws and regulations.

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

• Our audit testing typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

We also communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Tootonic Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 5, Celtic Trade Park, Bruce Road, Swansea, SA5 4EP.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Fun Brands Group Limited. These consolidated financial statements are available from its registered office Unit 5 Celtic Trade Park, Bruce Road, Swansea, SA5 4EP.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

In accordance with the Companies Act 2006, last year the directors resolved to extend the accounting reference date of the company from 31 July 2023 to 29 December 2023. This extension resulted in a 17 month accounting period for the prior financial year. The comparative amounts presented in the financial statements are thus not entirely comparable.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

The right-of-use asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives or grants received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the current Period, a change in accounting policy was adopted by the company with regard to the recognition of leases in the financial statements.

Although these financial statements are prepared under FRS 102, the company has chosen to adopt an accounting policy consistent with IFRS 16 in respect of leases, as permitted under FRS 102.10.4. The directors consider this provides more relevant information.

FRS 102 section 20 requires lessees to recognise all leases on the balance sheet, except for short-term leases and low-value leases. The adoption of this new standard has resulted in the company recognising a right-of-use asset and related lease liability in connection with all former operating leases except for those identified as low-value or having a remaining lease term of less than 12 months from the date of initial application.

The new standard has been applied using the modified retrospective approach, with the cumulative effect of adopting FRS 102 section 20 being recognised in equity as an adjustment to the opening balance of retained earnings for the current period.

For those leases previously classified as finance leases, the right-of-use asset and lease liability are measured at the date of initial application at the same amounts as under IAS 17 immediately before the date of initial application.

On transition the weighted average incremental borrowing rate applied to lease liabilities recognised was 5%.

The company’s revised accounting policies are set out in note 1 and the adjustment for each financial statement line item affected by the new accounting policy is set out below.

In the current Period, the FRS 102 Periodic Review was applied by the company for the first time and affects the financial statements as follows.

The company has applied the FRS 102 Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The company’s revised accounting policies for leases are set out in note 1 and the adjustment for each financial statement line item affected by the application of the Periodic Review 2024 in the current period is set out below.

The Company has taken advantage of the following practical expedients permitted :

• Leases under 12 months

• Low value leases

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

In the opinion of the directors, the disclosure of turnover by geographical location would be seriously prejudicial to the interests of the reporting entity and therefore this information has not been disclosed.

The average monthly number of persons (including directors) employed by the company during the Period was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

The actual charge for the Period can be reconciled to the expected charge for the Period based on the profit or loss and the standard rate of tax as follows:

More information on impairment movements in the Period is given in note .

Tangible fixed assets includes right-of-use assets, as follows:

The Barclays loan is a working capital facility. The loan is secured by by a cross guarantee and debenture between Fun Brands Limited and Harry Bear Limited, a debenture and a limited guarantee.

Finance lease payments represent rentals payable by the company for properties. Leases are on fixed base rents, with variable payments within turnover rent agreements.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The Company changed its principal banking provider from Barclays to HSBC in May 2025, subsequent to the reporting period. There is no material financial impact expected from this change.

The immediate and ultimate parent undertaking and controlling party is Fun Brands Group Limited, a company incorporated in England and Wales. Fun Brands Group Limited is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements at 27 December 2024. Copies of the consolidated financial statements can be obtained from its registered office Unit 5 Celtic Trade Park, Bruce Road, Fforestfach, Swansea, SA5 4EP.