REGISTERED NUMBER: 15814400 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 2 JULY 2024 TO 31 DECEMBER 2024

FOR

SADDA HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

Director:

G Singh

Registered office:

354 Bath Road Office / 1st Floor

Hounslow West

London

TW4 7HW

Registered number:

15814400 (England and Wales)

Independent auditors:

TC Group

1 Merus Court

Meridian Business Park

Leicester

Leicestershire

LE19 1RJ

The director presents his strategic report of the company and the group for the period 2 July 2024 to 31 December 2024.

Review of business

The year under review marks the first year of incorporation for the Group. Accordingly, there are no comparative figures presented for the prior year.

The Group's turnover for the period totalled £6.06m. This was partly due to the expansion of trade into other local areas, with the opening of a new store in Westbrom and the ongoing, successful trade from the main trading entity.

The profit after tax recorded was £591k which the directors consider a strong result, and are therefore satisfied with the Group's performance and profitability in a market which remained very competitive.

The Group continues to maintain strong relationships with its suppliers in order to ensure that it can provide quality products to its customers at competitive prices.

Market conditions are expected to remain very competitive in the foreseeable future, however, the directors anticipate continued steady growth in turnover and profitability in the coming year and remain committed to focusing on opportunities for the development and growth of the company's core activity.

Principal risks and uncertainties

The directors consider that the Group has similar potential risks to those faced by other companies in the sector.

Loss of key suppliers

There is a risk over retaining the loyalty of key suppliers. Considerable emphasis is devoted to working closely with suppliers on logistical and quality issues to ensure that high levels of performance are achieved.

Competition from rival companies

The grocery retail market is highly competitive, and so ensure loyalty from customers the Group mitigates this by maintaining service levels with customers and keeping prices competitive.

Financial key performance indicators

Key performance indicators used by the Company are as follows:

- Turnover

- Gross profit margin; and

- Operating margin.

Details of the key performance indicators are shown in the Statement of Comprehensive Income

Other key performance indicators

The Group considers there to be no other non-financial key performance indicators.

Directors' statement of compliance with duty to promote success of the group

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the Group for the benefit of its members as a whole. In doing this, Section 172 requires a director to have regard, amongst other matters, to the:

- Likely consequences of any decisions in the long-term;

- Interests of the Group's employees;

- Need to foster the Group's business relationships with suppliers, customers and others;

- Impact of the Group's operations on the community and environment;

- Desirability of the Group maintaining a reputation for high standards of business conduct; and

- Need to act fairly as between members of the Group.

The likely consequences of any decision in the long term

By understanding the business and the environment in which it operates, the directors remain mindful of the long term implications that strategic decisions will have for the Group and its stakeholders. There is a clear plan for organic growth which ensures the Group continues to offer a comprehensive and efficient distribution service to customers. This long-term strategy has resulted in the opening of three new sites during the year, with further branches due to open in 2025, satisfying customer and shareholder needs. The directors take care to consider the interests of all stakeholders when deciding on courses of action. Regular meetings take place to discuss business strategy, potential risks and key laws and regulations to ensure operating methods and decisions deliver on the directors' duty of care for the benefit of its members and stakeholders.

The interests of the Group's employees

The directors recognise that the employees are key to the business and its success. They engage with the workforce to ensure that they are fostering an environment that the employees are happy to work in and that best supports their well-being. The directors benefit from having a knowledgeable, experienced senior management team who, along with the directors themselves, are actively involved in the day to day running of the business and maintain regular communication with branch staff. Regular external health and safety checks are carried out which helps support employees' welfare and well-being.

The need to foster the Group's business relationships with suppliers, customers and others

The directors recognise that the success of the Group is also reliant on building strong relationships with suppliers and customers. The directors acknowledge it is their duty to provide value and quality to customers and this can only be achieved by building relationships with key suppliers. The Group has a large and varied supplier base from international to local independent family run businesses.

The impact of the Group's operations on the community and environment

The directors are committed to maintaining positive relationships with the communities in which the Group operates,

and recognise the importance of minimising the impact of their operations on the community and environment. Contributions are frequently made to various charitable bodies and the Group strives to support and sponsor local sport teams, clubs and events. Good environmental management is aligned with a focus on cost optimisation and the Group is committed to reducing its carbon emissions.

The desirability of the Group maintaining a reputation for high standards of business conduct

The directors have always maintained a responsible business conduct and strong ethics. They are committed improving quality in all aspects of the business and have implemented policies and procedures in line with regulatory requirements to prevent misconduct and discrimination.

The need to act fairly between members of the Group

The directors openly engage with all shareholders on a regular basis and provide management information to ensure that the long-term strategy is understood. Any course of action is discussed with the interests of all shareholders considered equally.

On behalf of the board:

G Singh - Director

29 September 2025

The director presents his report with the financial statements of the company and the group for the period 2 July 2024 to 31 December 2024.

Incorporation

The group was incorporated on 2 July 2024 .

Dividends

No dividends will be distributed for the period ended 31 December 2024.

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Director

G Singh was appointed as a director on 2 July 2024 and held office during the whole of the period from then to the date of this report.

The director, being eligible, offers himself for election at the forthcoming first Annual General Meeting.

Statement of director's responsibilities

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Statement as to disclosure of information to auditors

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

G Singh - Director

29 September 2025

Opinion

We have audited the financial statements of Sadda Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 the 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is responsible for assessing the group's and 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

-

Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.

-

Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of non-compliance with laws and regulations

-

Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing the accounting estimates for bias.

-

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

-

Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.

-

Reviewing minutes of meetings during the year.

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

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

Use of our report

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

Shiran Wynter (Senior Statutory Auditor)

for and on behalf of TC Group

1 Merus Court

Meridian Business Park

Leicester

Leicestershire

LE19 1RJ

29 September 2025

Turnover

4

6,066,650

Cost of sales

4,799,926

Gross profit

1,266,724

Administrative expenses

420,305

Operating profit

6

846,419

Interest payable and similar expenses

8

131,822

Profit before taxation

714,597

Tax on profit

9

123,386

Profit for the financial period

591,211

Other comprehensive income

-

Total comprehensive income for the period

591,211

Profit attributable to:

Owners of the parent

591,211

Total comprehensive income attributable to:

Owners of the parent

591,211

Fixed assets

Intangible assets

11

(2,680,441

)

Tangible assets

12

5,213,316

Investments

13

-

2,532,875

Current assets

Stocks

14

326,338

Debtors

15

1,940,749

Cash at bank and in hand

556,161

2,823,248

Creditors

Amounts falling due within one year

16

(1,309,534

)

Net current assets

1,513,714

Total assets less current liabilities

4,046,589

Creditors

Amounts falling due after more than one year

17

(3,422,180

)

Provisions for liabilities

19

(32,892

)

Net assets

591,517

Capital and reserves

Called up share capital

20

306

Retained earnings

21

591,211

Shareholders' funds

591,517

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

G Singh - Director

Fixed assets

Intangible assets

11

-

Tangible assets

12

-

Investments

13

306

306

Total assets less current liabilities

306

Capital and reserves

Called up share capital

20

306

Shareholders' funds

306

Company's profit for the financial year

-

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

G Singh - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

306

-

306

Total comprehensive income

-

591,211

591,211

Balance at 31 December 2024

306

591,211

591,517

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

306

-

306

Balance at 31 December 2024

306

-

306

Cash flows from operating activities

Cash generated from operations

1

(159,684

)

Interest paid

(131,822

)

Tax paid

(107,542

)

Net cash from operating activities

(399,048

)

Cash flows from investing activities

Purchase of tangible fixed assets

(338,974

)

Sale of tangible fixed assets

8,524

Net cash from investing activities

(330,450

)

Cash flows from financing activities

Movements of loan in year

1,285,659

Net cash from financing activities

1,285,659

Increase in cash and cash equivalents

556,161

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

556,161

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL PERIOD TO CASH GENERATED FROM OPERATIONS

£

Profit for the financial period

591,211

Depreciation charges

91,550

Loss on disposal of fixed assets

976

Amortisation on Intangible fixed assets

(141,076

)

Finance costs

131,822

Taxation

123,386

797,869

Increase in stocks

(326,338

)

Increase in trade and other debtors

(1,940,749

)

Increase in trade and other creditors

1,309,534

Cash generated from operations

(159,684

)

2.	CASH AND CASH EQUIVALENTS

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

Period ended 31 December 2024

31.12.24

2.7.24

£

£

Cash and cash equivalents

556,161

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 2.7.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

-

556,161

556,161

-

556,161

556,161

Debt

Debts falling due after 1 year

-

(3,422,180

)

(3,422,180

)

-

(3,422,180

)

(3,422,180

)

Total

-

(2,866,019

)

(2,866,019

)

4.	ACQUISITION OF BUSINESS

Sadda Holdings Ltd was incorporated on the 2 July 2024, and acquired the controlling interest in Sadda Trading (UK) Limited and Singhson Limited.

100% of the share capital of Sadda Trading (UK) Limited and Singhson Limited was acquired on 2 July 2024.

The business combination has been accounted for using the acquisition method of accounting.

Book value (£

)

Fair value (£

)

Tangible fixed assets

5,080,573

5,080,573

Stock

333,747

333,747

Trade and other debtors

1,767,565

1,767,565

Cash at bank and in hand

365,147

365,147

Total assets

7,547,032

7,547,032

Borrowings

(3,851,104

)

(3,851,104

)

Trade and other creditors

(855,920

)

(855,920

)

Deferred tax

(18,492

)

(18,492

)

Total identifiable net assets

2,821,516

2,821,516

Negative goodwill

(2,821,516

)

Total purchase consideration

-

1.	STATUTORY INFORMATION

Sadda Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

-

the Company has transferred the significant risks and rewards of ownership to the buyer;

-

the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

-

the amount of revenue can be measured reliably;

-

it is probable that the Company will receive the consideration due under the transaction; and

-

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Negative goodwill

Where the fair value of the identifiable assets and liabilities acquired exceeds the fair value of the consideration transferred, the difference is recognised as negative goodwill.

In accordance with FRS 102 section 19.24, negative goodwill is presented on the face of the balance sheet immediately below goodwill.

Negative goodwill is released to profit or loss:

-

to the extent that it relates to expected future losses or expenses, it is recognised in profit or loss in the periods in which those losses or expenses are incurred; and

-

the remaining balance is recognised in profit or loss systematically over the periods in which the non-monetary assets acquired are expected to be recovered.

Any excess of negative goodwill over the fair value of the non-monetary assets acquired is recognised in profit or loss immediately.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Plant and Machinery and Fixtures

10 % and 25% on reducing balance

Equipment

25% on reducing balance

Motor Vehicles

20% straight line

Residual values, useful lives, and depreciation methods are reviewed annually and adjusted if necessary. Gains and losses on disposals are recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Functional and presentational currency

The Group's functional and presentational currency is British Pound Sterling (£).

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Financial Instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

(i) Impairment of negative goodwill

The Group assesses whether the recognition of negative goodwill remains appropriate. This requires consideration of the fair value attributed to the assets and liabilities acquired and whether any adjustments are necessary. The assessment involves estimating the future economic benefits expected to arise from the business and determining whether the allocation of the purchase consideration continues to be supported by fair values.

(ii) Useful economic lives of tangible assets

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

(iii) Stocks provisioning

The Company continues to purchase grocery items for resale. The directors consider the recoverability of the cost of stocks and any associated provisioning required. When calculating the stocks provision, the directors consider the nature and condition of the stocks, as well as applying assumptions around anticipated saleability.

(iv) Impairment of debtors

The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the age profile of debtors and historical experience.

4.

TURNOVER

The whole of the turnover is attributable to the one principal activity of the Group.

All turnover arose with the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

255,651

Social security costs

11,390

Other pension costs

94,882

361,923

The average number of employees during the period was as follows:

All staff

48

£

Director's remuneration

11,160

6.	OPERATING PROFIT

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

£

Hire of plant and machinery

13,168

Depreciation - owned assets

91,550

Loss on disposal of fixed assets

976

Negative goodwill amortisation

(141,076

)

7.	AUDITORS' REMUNERATION

£

Fees payable to the company's auditors for the audit of the company's

financial statements

5,000

During the year, the Group obtained the following services from the Company's auditors:

2024

£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements

19,500

Fees payable to the Group's auditor and its associates in respect of:

Audit related assurance services

9,000

Taxation compliance services

4,500

Payroll services

2,880

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Bank loan interest

130,208

Hire purchase

1,614

131,822