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REGISTERED NUMBER: SC214175 (Scotland)

Financial Statements for the Year Ended 31 December 2024

for

Gizmo Packaging Limited

Gizmo Packaging Limited (Registered number: SC214175)

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

| Company Information | 1 |

| Chairman's Report | 2 |

| Balance Sheet | 3 |

| Notes to the Financial Statements | 4 |

Gizmo Packaging Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | B D Frutin

| J Maguire

| REGISTERED OFFICE: | Merlin House

| Mossland Road

| Hillington Park

| GLASGOW

| G52 4XZ

| REGISTERED NUMBER: | SC214175 (Scotland)

| AUDITORS: | The Kelvin Partnership Ltd

| Statutory Auditor

| Chartered Accountants

| The Cooper Building

| 505 Great Western Road

| Glasgow

| G12 8HN

Gizmo Packaging Limited (Registered number: SC214175)

Chairman's Report

for the Year Ended 31 December 2024

Business Overview

Our patented dispensing closure technology continues to gain recognition across a range of sectors including beverages, cosmetics, nutraceuticals and more.

Development projects remain confidential but are focused on achieving high-volume and/or high-value launches which we believe are key to unlocking sustained revenue growth and long-term shareholder returns.

Financial Position

GPL continues to maintain a healthy cash reserve. The Board remains cautious with this liquidity, recognising the need to invest in early-stage product developments while protecting against unforeseen challenges in a competitive and evolving regulatory environment. While profitability has remained steady, the scale of return from current in-market products does not yet justify dividend distribution. However, the foundations are being laid for future commercial success.

Looking ahead our strategic focus remains clear:

• |  | Securing High-Volume Commercial Launches: This remains our most immediate path to significant revenue growth. |

• |  | Optimising Our IP Portfolio: We are maintaining protection for the patents that drive commercial value while allowing others to lapse. |

• |  | Driving Sustainable Packaging Innovation: GPL is well-positioned to align with both consumer demand and regulatory change, particularly within the EU. |

In summary, we remain confident in our direction and are encouraged by the interest our technology continues to generate from leading global brands. While the journey towards large-scale market penetration takes time, the Board is optimistic about the road ahead.

On behalf of the Board, I would like to thank you for your continued support and confidence in Gizmo Packaging Ltd.

Yours sincerely,

Chairman

Gizmo Packaging Ltd

Gizmo Packaging Limited (Registered number: SC214175)

Balance Sheet

31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | 341,031 |  | 359,668 |  |

Tangible assets | 5 | 28,818 |  | 24,854 |  |

369,849 |  | 384,522 |  |

CURRENT ASSETS

Debtors | 6 | 200,669 |  | 95,966 |  |

Cash at bank and in hand | 892,300 |  | 840,599 |  |

1,092,969 |  | 936,565 |  |

CREDITORS

Amounts falling due within one year | 7 | 76,356 |  | 86,358 |  |

NET CURRENT ASSETS | 1,016,613 |  | 850,207 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,386,462 |  | 1,234,729 |  |

PROVISIONS FOR LIABILITIES | 9 | 6,903 |  | - |  |

NET ASSETS | 1,379,559 |  | 1,234,729 |  |

CAPITAL AND RESERVES

Called up share capital | 126,000 |  | 126,000 |  |

Share premium | 624,000 |  | 624,000 |  |

Retained earnings | 629,559 |  | 484,729 |  |

SHAREHOLDERS' FUNDS | 1,379,559 |  | 1,234,729 |  |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 6 June 2025 and were signed on its behalf by:

J Maguire - Director

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Gizmo Packaging Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company 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 United Kingdom and the Republic of Ireland and the Companies Act 2006

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

| The accounts have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. These policies have been consistently applied to all periods presented.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Intangible fixed assets

| Patent and trademark costs are included in intangible fixed assets until full patent status has been granted and thereafter all renewal annual costs and any additional costs are charged to revenue.

| Intangible fixed assets are stated at cost, and are depreciated over their expected useful lives as follows:-

| Patents and trade marks - 5% straight line

| Depreciation on patents commences at the priority date of the letters of the patents.

| Tangible fixed assets

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

| Fixtures and fittings | - | 25% on cost and 20% on cost

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| 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 its financial instruments.

| Financial instruments are recognized in the company's financial statements when the company becomes party to the contractual provisions of the instrument.

| Financial assets and liabilities are only 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

| 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 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.

| Impairment of financial assets

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

| Derecognition of financial assets

| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the charity 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.

| Classification of financial liabilities

| 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 charity after deducting all of its liabilities.

| Basic financial liabilities

| Basic financial liabilities, including creditors and loans are initially recognised at transaction price and 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.

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| Deferred tax

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

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

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

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred.

| Investment income

| Bank deposit interest is recognised using the effective interest method, and is calculated and accrued on a daily basis.

| Pension costs and other post-retirement benefits

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

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Cash and cash equivalents

| Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term liquid investment with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowing in current liabilities.

| Trade and other debtors

| Trade and other debtors are initially recognised at fair value and therefor stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts.

| Trade and other creditors

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

| Prepayments

| Prepayments are amounts paid in advance for goods or services that will be received or consumed in future periods. Prepayments are initially recorded as assets and expensed over the period that benefits from the payment.

| Accrued expenses

| Accrued expenses are liabilities that represent costs or expenses incurred by the organization during the reporting period but not yet paid or invoiced. These expenses are recorded as liabilities until payment is made.

| Provisions

| Provisions are recognised where a legal or constructive obligation has been incurred which will probably lead to an outflow of resources that can be reasonably estimated. Provisions are recorded for the estimated ultimate liability that is expected to arise, taking into account the time value of money where material.

| A contingent liability is disclosed where the existence of the obligation will only be confirmed by future events, or where the amount of the obligation cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of economic benefits is probable.

| Going concern basis

| The financial statements have been prepared on the going concern basis. The directors believe that the company has adequate resources and support to continue to operate for the foreseeable future.

| Due to the company having an agreement with their customer that is over a few years, there is no going concern issues revolved around this. The company's balance sheet and management has assessed the company's ability to continue as a going concern and has considered various factors, including historical financial performance, current economic conditions, cash flow projections, and available financing options.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 3 (2023 - 4 ) .

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

4. | INTANGIBLE FIXED ASSETS

| Patents

| and

| licences

£ |

| COST

| At 1 January 2024 | 900,882 |  |

| Additions | 9,941 |  |

| At 31 December 2024 | 910,823 |  |

| AMORTISATION

| At 1 January 2024 | 541,214 |  |

| Amortisation for year | 28,578 |  |

| At 31 December 2024 | 569,792 |  |

| NET BOOK VALUE

| At 31 December 2024 | 341,031 |  |

| At 31 December 2023 | 359,668 |  |

5. | TANGIBLE FIXED ASSETS

| Fixtures |

| and |  | Computer |

| fittings |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 January 2024 | 27,647 |  | 29,291 |  | 56,938 |  |

| Additions | 583 |  | 16,099 |  | 16,682 |  |

| At 31 December 2024 | 28,230 |  | 45,390 |  | 73,620 |  |

| DEPRECIATION

| At 1 January 2024 | 23,395 |  | 8,689 |  | 32,084 |  |

| Charge for year | 2,526 |  | 10,192 |  | 12,718 |  |

| At 31 December 2024 | 25,921 |  | 18,881 |  | 44,802 |  |

| NET BOOK VALUE

| At 31 December 2024 | 2,309 |  | 26,509 |  | 28,818 |  |

| At 31 December 2023 | 4,252 |  | 20,602 |  | 24,854 |  |

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Trade debtors | 117,138 |  | 2,765 |  |

| Tax | 12,193 |  | 12,193 |  |

| VAT | 13,713 |  | 8,161 |  |

| Prepayments | 57,625 |  | 72,847 |  |

200,669 |  | 95,966 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank loans and overdrafts | 11,336 |  | - |  |

| Trade creditors | 50,594 |  | 61,865 |  |

| Tax | 2,755 |  | - |  |

| Social security and other taxes | 5,588 |  | 14,840 |  |

| Pensions | 483 |  | 855 |  |

| Accrued expenses | 5,600 |  | 8,798 |  |

76,356 |  | 86,358 |  |

8. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

| 31.12.24 |  | 31.12.23

£ | £ |

| Within one year | 24,120 |  | 24,120 |  |

| Between one and five years | 120,600 |  | 120,600 |  |

| In more than five years | 52,260 |  | 76,380 |  |

196,980 |  | 221,100 |  |

9. | PROVISIONS FOR LIABILITIES

| 31.12.24 |  | 31.12.23

£ | £ |

| Deferred tax | 6,903 |  | - |  |

| Deferred |

| tax |

£ |

| Provided during year | 6,903 |  |

| Balance at 31 December 2024 | 6,903 |  |

Gizmo Packaging Limited (Registered number: SC214175)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Raymond Henry FCA (Senior Statutory Auditor)

| for and on behalf of The Kelvin Partnership Ltd

11. | RELATED PARTY DISCLOSURES

| During the year ended 31 December 2024 the company had Nil sales (2023 - Nil) to R3nder Ltd a company in which Jordan Maguire is a director. The company had £3,895 in costs from R3nder Ltd in the current financial year (2023- Nil).

| Also during the year ended 31 December 2024 the company had management & legal charges of £68,000 (2023 - £68,000) from Rocep Lusol Holdings Ltd a company which has common directors. As at 31 December 2024 there was a balance due to Rocep Lusol Holdings Ltd of £7,550 (2023 - £8,300) and is included in creditors.