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REGISTERED NUMBER: 15325358 (England and Wales)

Unaudited Financial Statements

FOR THE PERIOD

4 December 2023 to 31 December 2024

for

Vpod Smart Solutions Limited

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Contents of the Financial Statements

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 4 |

| Vpod Smart Solutions Limited |

Company Information

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

| DIRECTORS: | P Twitchell

| D C Leijen

| REGISTERED OFFICE: | The Stable Yard

| 25-33 Vicarage Road

| Stony Stratford

| Milton Keynes

| Buckinghamshire

| MK11 1BN

| REGISTERED NUMBER: | 15325358 (England and Wales)

| ACCOUNTANTS: | Connolly Accountants & Business Advisors Ltd

| Chartered Certified Accountants

| The Stable Yard

| 25-33 Vicarage Road

| Stony Stratford

| Milton Keynes

| Buckinghamshire

| MK11 1BN

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Balance Sheet

31 DECEMBER 2024

| Notes | £ | £ |

| FIXED ASSETS

| Intangible assets | 4 | 481,831 |  |

| Tangible assets | 5 | 201,481 |  |

683,312 |  |

| CURRENT ASSETS

| Stocks | 140,500 |  |  |

| Debtors | 6 | 787,467 |  |  |

| Cash at bank | 46,071 |  |  |

974,038 |  |

| CREDITORS

| Amounts falling due within one year | 7 | 3,171,657 |  |

| NET CURRENT LIABILITIES | (2,197,619 | ) |

| TOTAL ASSETS LESS CURRENT LIABILITIES | (1,514,307 | ) |

| CAPITAL AND RESERVES

| Called up share capital | 1 |  |

| Retained earnings | (1,514,308 | ) |

(1,514,307 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Balance Sheet - continued

31 DECEMBER 2024

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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 October 2025 and were signed on its behalf by:

P Twitchell - Director

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Notes to the Financial Statements

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Vpod Smart Solutions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Turnover

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

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

| In accordance with the requirements of FRS 102A, the directors have assessed whether there are any indicators of impairment in respect of the carrying amount of goodwill at the balance sheet date. This assessment considered factors such as the trading performance of the acquired business, future profit forecasts, cash flow projections, and the continued support of the wider group.

| Based on this review, the directors concluded that the recoverable amount of goodwill exceeds its carrying amount and therefore no impairment adjustment is required in these financial statements.

| 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.

| Patents and licences are being amortised evenly over their estimated useful life of ten years.

| Development costs are being amortised evenly over their estimated useful life of ten years.

| Development costs

| Development expenditure is capitalised as an intangible asset when it is expected to generate future economic benefits and the technical feasibility and commercial viability of the product have been demonstrated. The costs include directly attributable staff and material costs.

| 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 | - | 3 years and 10% on cost

| Stocks

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

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Notes to the Financial Statements - continued

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

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

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

| Basic Financial Assets

| 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 costs 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.

| 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 a contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

| Basic financial liabilities

| Basic financial liabilities, including creditors and loans from related companies 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 costs, 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.

| Taxation

| Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Notes to the Financial Statements - continued

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| 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.

| Hire purchase and leasing commitments

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

| Pension costs and other post-retirement benefits

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

| Going concern

| The directors have reviewed the company’s financial position and forecasts and are satisfied that the company will continue to receive the financial support of its parent company and other group undertakings for the foreseeable future. The parent company has confirmed that it will provide such financial assistance as is necessary to enable the company to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

| On this basis, the directors consider that it is appropriate to prepare the financial statements on a going concern basis.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the period was 9 .

4. | INTANGIBLE FIXED ASSETS

| Patents |

| and |  | Development |

| Goodwill |  | licences |  | costs |  | Totals

£ | £ | £ | £ |

| COST

| Additions | 225,278 |  | 280,015 |  | 26,400 |  | 531,693 |  |

| At 31 December 2024 | 225,278 |  | 280,015 |  | 26,400 |  | 531,693 |  |

| AMORTISATION

| Amortisation for period | 22,528 |  | 27,334 |  | - |  | 49,862 |  |

| At 31 December 2024 | 22,528 |  | 27,334 |  | - |  | 49,862 |  |

| NET BOOK VALUE

| At 31 December 2024 | 202,750 |  | 252,681 |  | 26,400 |  | 481,831 |  |

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Notes to the Financial Statements - continued

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

5. | TANGIBLE FIXED ASSETS

| Fixtures |

| Long |  | and |

| leasehold |  | fittings |  | Totals

£ | £ | £ |

| COST

| Additions | 96,489 |  | 112,443 |  | 208,932 |  |

| At 31 December 2024 | 96,489 |  | 112,443 |  | 208,932 |  |

| DEPRECIATION

| Charge for period | - |  | 7,451 |  | 7,451 |  |

| At 31 December 2024 | - |  | 7,451 |  | 7,451 |  |

| NET BOOK VALUE

| At 31 December 2024 | 96,489 |  | 104,992 |  | 201,481 |  |

6. | DEBTORS

£ |

| Amounts falling due within one year:

| Trade debtors | 686,201 |  |

| Other debtors | 36,526 |  |

722,727 |  |

| Amounts falling due after more than one year:

| Other debtors | 64,740 |  |

| Aggregate amounts | 787,467 |  |

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

£ |

| Trade creditors | 869,680 |  |

| Taxation and social security | 31,098 |  |

| Other creditors | 2,270,879 |  |

3,171,657 |  |

8. | LEASING AGREEMENTS

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

£ |

| Within one year | 52,500 |  |

| Between one and five years | 94,167 |  |

| In more than five years | 266,250 |  |

412,917 |  |

| Vpod Smart Solutions Limited (Registered number: 15325358) |

Notes to the Financial Statements - continued

FOR THE PERIOD 4 DECEMBER 2023 TO 31 DECEMBER 2024

9. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is Teniclox B.V. A company registered in The Netherlands. The registered office is 290 Weena, Rotterdam, Netherlands, 3012