The directors present the strategic report for the Period ended 31 December 2024.

The financial statements reflect the performance of Gozney Group Limited for 9 months to 31 December 2024. Previous year results reflect a full 12-month period, but this review covers the performance of the group across the shortened accounting period and is compared to the full previous year.

The principal activities of the business are the design, marketing, and sale of pizza ovens and related accessories for both home and restaurant use.

Despite a challenging backdrop for consumer products globally, the Group delivered another period of resilient performance in the nine months ended 31 December 2024. Revenues reached £56.6 million for the period, compared with £60.7 million reported for the twelve months ended 31 March 2024.

Performance was underpinned by the Group’s continued international expansion. Growth in wholesale channels, combined with increased brand recognition, supported demand across key markets. The successful launch of new, innovative products at the end of the prior reporting period further enhanced the Group’s market position and reinforced its reputation for delivering premium outdoor cooking solutions.

The Group continued to prioritise investment in research and product development, ensuring a strong pipeline of pioneering, high-quality products to drive sustainable growth in the years ahead.

The year marked only the Group’s third year of trading through wholesale channels in its key markets. As expected, the Group continued to establish and strengthen relationships with leading retail partners, driving substantial growth within the wholesale channel while complementing strong direct-to-consumer sales.

Looking ahead, the leadership team remains confident that continued investment in localised sales teams will deepen these retail partnerships and support optimal channel balance. By strategically managing growth across both wholesale and direct-to-consumer channels, the Group aims to maximise revenue opportunities, broaden brand visibility, and maintain a resilient and sustainable business model across its global markets.

The Group’s prior investments in global supply chain and logistics infrastructure, alongside stable freight costs, supported operational efficiency. Gross margins were 33% (March 2024: 34%), reflecting consistent investment in product quality and international growth.

The Group continued to invest strategically in marketing throughout the nine months ended 31 December 2024, aiming to further strengthen brand awareness across key markets. Marketing activities and associated overheads contributed to a pre-tax loss of £1.8 million for the period, compared with a loss of £1.5 million in the twelve months ended 31 March 2024.

The Board remains confident that these targeted investments will support continued revenue growth and brand development. These initiatives are viewed as key to sustaining the Group’s long-term strategic objectives and enhancing its competitive position across global markets.

The company’s senior management regularly monitors risk levels to ensure they remain within acceptable thresholds. Currently, management has identified macroeconomic and geopolitical factors as the principal risks facing the business.

With continued global growth during the nine months ended 31 December 2024, foreign exchange risk has become an area of increased focus for the Group. While the business is exposed to transactional currency risk, particularly relating to US dollar transactions, this exposure is mitigated through a natural hedge: US dollar revenue is largely used to purchase stock for the US market. This approach reduces the Group’s net currency risk and supports more predictable financial performance across international operations.

The Directors monitor the Group’s performance using the following Key Performance Indicators (KPIs):

Turnover decreased by 7% (March 2024: increase by 37%) reflecting the shorter 9-month accounting period. Despite the shorter reporting period, these factors demonstrate the Group’s continued progress in expanding its international presence and enhancing its competitive position in key markets.

Gross Profit as a Percentage of Turnover was 33% (March 2024: 34%). The slight decrease reflects wholesale deductions associated with expanded retail partnerships. Investments in product quality, direct oversight of manufacturing, wholesale marketing partnerships, and expanded production capacity are expected to collectively enhance performance in the future.

Operating Margin as a Percentage of Turnover was -0.5% (March 2024: 0.002%). The decline reflects the impact of wholesale deductions on gross profit. The Group anticipates further operating margin gains as recent investments take effect. Strengthened infrastructure, expanded wholesale and distribution channels, and ongoing product innovation provide a solid foundation for accelerated growth. These initiatives position Gozney to capitalise on future market opportunities across its key international markets.

Stock Turnover decreased to 2.7 times (March 2024: 3.3 times) as the comparison is against a shorter accounting period. The Group deliberately increased stock levels in key markets ahead of the peak retail trading period from January to March, aiming to improve product availability and ensure strong customer service during high-demand months. This strategy positions the business to capitalise on seasonal sales opportunities and support continued revenue growth.

On behalf of the board

The directors present their annual report and financial statements for the Period ended 31 December 2024.

The principal activity of the group is that of the sale of pizza ovens and associated ancillaries and accessories.

The results for the Period are set out on page 9.

No ordinary dividends were paid. 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:

The groups operations continue to be subject to fluctuations in both global and local economic market conditions, which may have a material effect on the group’s business, results of operations, and financial condition.

Further, the groups senior leadership understands the pressure that a high inflationary trend has on its customers and valued partners own business operations. These market uncertainties and risks are reviewed by leadership on a regular and ongoing basis to both mitigate any direct risk to the business and support our customers through these times.

In light of the current uncertainties in the market, the group continues to benefit from strong growth and demand.

The group has assessed the financial requirements of the business and has concluded that the business has adequate working capital and resources to continue trade through this period.

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) true

Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the group 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 auditor of the group 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 group and company, and of the profit or loss of the group 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 ;

• prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Gozney Group Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group and of the parent company's affairs as at 31 December 2024 and of the group's loss 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 group and parent 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 group's and parent 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 included in the annual report other than the financial statements and our auditor's report 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.

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 the 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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 parent 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 parent 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £1,278,373 (31 March 2024 - £2,017,564 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Gozney Group Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Bobby's Third Floor, 2-12 Commercial Road, Bournemouth, BH2 5LP.

The group consists of Gozney Group Limited and all of its subsidiaries.

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.

The 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 for parent company information presented within the consolidated financial statements:

• 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 consolidated group financial statements consist of the financial statements of the parent company Gozney Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

The financial statements are prepared for the 9 month period ended 31 December 2024. The comparative amounts presented in the financial statements (including the related notes) are for the 12 month period ended 31 March 2024 so are not entirely comparable.

Turnover is recognised at the fair value of the consideration received or receivable for pizza ovens and associated accessories sold, as well as the services provided in the normal course of business to install and deliver the products, 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.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Included within intangible assets, there is the capitalisation of wages and salaries in relation to employees who are directly involved in the research and development of future products.

Criteria for Capitalisation: Wages costs can be capitalised when they meet the following conditions:

Research Phase: Costs incurred during the research phase are expensed as they are incurred, as there is no certainty of future economic benefits.

Development Phase: Wages costs incurred during the development phase can be capitalised if they meet the following criteria:

• Technical Feasibility: The project has reached a stage where it is technically feasible to complete.

• Intention to Complete: There is an intention to complete the project and use for economic gain.

• Future Economic Benefits: It is probable that the development will generate future economic benefits.

• Resources Available: Adequate technical, financial, and other resources are available to complete the development of future products.

• Reliable Measurement: The wages costs attributable to the development of products during its development can be reliably measured.

Measurement and Allocation:

Cost Measurement: Wages costs eligible for capitalisation will be measured based on the actual wages paid to employees, including any related employer costs such as National Insurance contributions and pension costs.

Allocation: Costs will be allocated to the specific intangible asset based on the proportion of time spent by employees on the development activities.

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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 recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

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 group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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 group 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 group 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

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 income statement 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 group’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted . The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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 leased asset are consumed.

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 application of the group’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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The directors continuously monitor the company’s stock levels and aging to maintain a reasonable stock provision. The provision is the directors’ best estimate and is based on judgements surrounding the future saleability of stock lines.

Depreciation and amortisation is provided at rates calculated to write off the cost less estimated residual value of each asset of its expected useful life. The useful life of each category of assets is a judgement made by the directors using assumptions based upon historical experience and current trends.

Management has exercised significant judgement in determining the capitalisation of wage costs associated with the development of future products. This judgement involves assessing whether the costs incurred meet the criteria for capitalisation under FRS 102, specifically whether the costs are directly attributable to the creation, production, or enhancement of future revenue generating products for general sale.

No detailed geographical split of turnover has been given as, in the opinion of the directors; it would be seriously prejudicial to the group.

During the year there were a number of items the are deemed not reoccurring. This included write off of commercial stock and other stock items that did not gain FDA approval and subsequently written off. Also included are one off fees for a change in financing facility, and therefore not a repeatable cost.

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

Their aggregate remuneration comprised:

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

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses:

The parent company directly owns 100% of the share capital of each of its subsidiaries.

Gozney New Zealand Ltd was incorporated during the year and Gozney Group Limited has held this investment since incorporation date.

Bank loans and overdrafts represents trade finance loans on which interest is payable at 3.15%.

Other borrowings represents loan notes of £689,923 (March 2024: £900,000) on which interest is charged at 15% per annum, a loan of £401,825 (March 2024: £1,355,475) on which interest accrues at a rate of 14% per annum payable on a quarterly basis. Included in other borrowings is a new finance facility of £2,500,000 which at year end has been drawn down by £1,140,664. This facility has a floating charge over all present and future assets.

Included in other borrowings is a loan amount of £6,294,941 (March 2024: £nil) that is secured over all future receivables. Interest on this loan is charged at 6%.

The loans are secured by means of a fixed and floating charge over all property and undertakings of the company.

Debenture loans relate to loan notes of £814,390 on which interest is charged at 15% per annum and are repayable between December 2025 and December 2026, loan notes of £4,639,164 (March 2024: £4,288,264) repayable in October 2026 on which interest is charged at 8% per annum and is rolled up into the loan note balance on a 6 monthly basis.

A facility with a maximum draw down of $7,000,000 has a redemption date of January 2026.The facility is secured over the assets, goods and property of Gozney Inc. Interest is charged at 10.35%.

In the prior year, the business had decided to pause operations in the commercial oven sector in order to focus on the rapid growth opportunity in the consumer oven sector. With the timing of a relaunch uncertain, they provided for the values of remaining inventory and associated costs as best known at the year ended 31 March 2024. There are no such provisions required at 31 December 2024.

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company operates an Enterprise Management Incentive share option plan. During the year a number of Ordinary share options were granted and can be exercised when exercise conditions are met, which is then the vesting date.

The Ordinary shares carry rights to vote, they can be considered for dividends, and have the right to a share in capital on the sale of the business/shares.

The options outstanding at 31 December 2024 had an exercise price ranging from £0.0200 to £0.3050, and a remaining contractual life of between 4 and 5 years.

The fair value of the options was calculated by assessing the group market value, third party reports and adjusting for the risks and restrictions built in to recognised share option valuation models.

Ordinary A shares - each share is entitled to one vote in any circumstances and entitled pari passu to dividend payments or any other distribution. The shares are not redeemable.

Ordinary B shares - each share is entitled to one vote in any circumstances and entitled pari passu to dividend payments or any other distribution. The shares are not redeemable.

Upon a return of capital or a dustribution of assets on a liquidation (other than a conversion, redemption of shares or the purchase by the company of its own shares), the surplus assets of the company remaining after the payment of its liabilities shall be applied in the following order: First, in paying to each holder of Ordinary B shares, the B share amount; second in paying the balance of the proceeds to the holders of the Ordinary A and B shares.

Ordinary A shares were re-designated to Ordinary B shares on 19 July 2024.

Ordinary B shares were issued on 22 August 2024.

Share capital

The share capital reserve represents the nominal value of the shares issued.

Share premium

The share premium reserve represents the amounts received in excess of the nominal value of shares issued.

Profit and loss

The profit and loss reserve represents cumulative profits and losses, net of dividends paid and other adjustments.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

In accordance with FRS102 (Section 33.1A) the company has taken advantage of the exemption from the requirement to disclose related party transactions with group companies on the basis that those group companies are wholly owned within the group.

During the period, the group received £nil (March 2024: £600,000) in loans from a director. Interest of £13,285 (March 2024: £61,026) was paid to this director.

As at the period end, an amount of £Nil (March 2024: £228,261) is due from key management personnel in respect of unpaid shares.

During the period, management fees of £125,365 (March 2024: £183,309) were charged by a company controlled by a director. As at the period end, the group and company owed £Nil (March 2024: £183,309) in respect of these fees to a company controlled by a director.

As at 31 December 2024, the group had a loan balance of £401,825 (March 2024: £1,355,475) with a company controlled by a director. Interest totalling £73,820 (March 2024: £191,326) was paid in respect of this loan.

During the period there was fees paid to a director totalling £13,601 (March 2024: £18,000).

The ultimate controlling party is Thomas Gozney.