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Company registration number: 09539506
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 31 MARCH 2025
| TWP UK HOLDINGS LIMITED
TWP UK HOLDINGS LIMITED |  |
COMPANY INFORMATION
Directors | A Farrant (resigned 16 January 2025)
| S Paterson
| A D Persaud
| W Stamp (resigned 16 January 2025)
Registered number | 09539506
Registered office | C/O Mackrell
| 60 St. Martin's Lane
| Covent Garden
| London
| WC2N 4JS
TWP UK HOLDINGS LIMITED |  |
CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditor's Report | 6 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Statement of Financial Position | 11
Company Statement of Financial Position | 12
Consolidated Statement of Changes in Equity | 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15 - 16
Consolidated Analysis of Net Debt | 17
Notes to the Financial Statements | 18 - 36
TWP UK HOLDINGS LIMITED |  |
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The directors present the strategic report for the year ended 31 March 2025.
Fair review of the business
Financial year ended 31 March 2025 was the first full year of ownership by Inspirit Capital and marked a key year for This Works as we achieved double digit growth in our bodycare category namely through our award winning Perfect franchise. Our Deep Sleep franchise also grew primarily through our award winning pillow sprays and bodycare extensions. Gross margin in the period was 65% compared to prior year’s 62%. EBITDA in the period was £468k (before exceptional items) compared to EBITDA loss of £145k (before exceptional items) in the prior year. Losses in the period before exceptional items were £427k compared to a loss of £4.8m in the prior year. Net assets were £4.9m compared to net assets of £5.4m in 2024. Net current assets were £3.3m, decreased from 2024 at £3.5m. Page 1
TWP UK HOLDINGS LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Principal risks and uncertainties
This Works operates in a competitive customer facing environment across several geographical regions. To manage this, we invest in our product development, training, brand and marketing to ensure we can meet our customers’ requirements in a timely manner. Moreover, This Works frequently audits its supply chain to test both compliance and commercial sufficiency. Cash flow risk Within the group there is minimal exposure. Inter-company payment terms are agreed to enable the group to generate sufficient cash flow to fulfil its obligations. Foreign exchange risk The foreign exchange risk is mitigated by closely monitoring foreign exchange movements, having natural hedges with the group's normal operations and having appropriate terms in respect of foreign exchange suppliers. Credit risk The group's financial assets are bank balances, cash and trade debtors. The group's credit risk is primarily attributable to its trade debtors, and the amounts presented in the balance sheet are net of allowances for doubtful debtors. Credit risk is mitigated by balances being spread over a number of customers and credit control policies. Liquidity risk In order to maintain liquidity to ensure that sufficient funds are available for on-going operations and future developments, the group uses a mixture of short-term debt finance together with short term group borrowings. Geo political risk The group has no direct exposure tok Israel, Gaza, Russia or Ukraine. Timely and efficient supply of raw materials and purchased components is critical to our ability to serve our customers. Geopolitical unrest can have adverse consequences to our business and we continue to assess any impact these risks may have on the business in both the short and long term. Cyber Risk There is a risk that a significant data breach could have an impact on the operations and reputation of the group and appropriate procedures have been established to mitigate this risk. Page 2
TWP UK HOLDINGS LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Financial key performance indicators
| 2025 | 2024
| £ | £
Turnover | 17,500,075 | 16,488,064
Gross margin | 65% | 62%
Pre exceptional EBITDA | 468,245 | (144,620)
Future developments
This Works continues to focus on its customers’ needs and uses scientific research, panel feedback and fMRI studies to support product development using innovative ingredients blends to produce award winning products that care for its customers’ mental, physical and emotional needs. This report was approved by the board and signed on its behalf.
A D Persaud Director
Date: 24 October 2025
Page 3
TWP UK HOLDINGS LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £505,907 (2024 - loss £3,529,166). No dividends have been been paid in the year and the directors do not recommend payment of a final dividend.
Directors
The directors who served during the year were:
A Farrant (resigned 16 January 2025)
S Paterson
A D Persaud
W Stamp (resigned 16 January 2025)
Matters covered in the Strategic report
The directors have chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out details of future developments and financial risk exposure in the Company's Strategic Report. As such this information is not shown in the Directors' Report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information. Page 4
TWP UK HOLDINGS LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditor
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
A D Persaud Director
Date: 24 October 2025
Page 5
TWP UK HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWP UK HOLDINGS LIMITED
Opinion
We have audited the financial statements of TWP UK Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 March 2025 and of the Group's loss for the year 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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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 directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 6
TWP UK HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWP UK HOLDINGS LIMITED (CONTINUED)
Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report 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 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
TWP UK HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWP UK HOLDINGS LIMITED (CONTINUED)
Auditor's 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 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, and general regulations such as health and safety. There are no industry specific laws and regulations which would be deemed to have a significant impact on the financial statements. We assessed the extent of compliance with the appropriate laws and regulations as part of our procedures on the related financial statement items. ∙We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes. ∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area. ∙We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: °Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; °Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; °Challenging assumptions and judgments made by management in its significant accounting estimates; and °Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. ∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: °Posting of unusual journals and complex transactions. °Misappropriation of funds through fraudulent purchase ledger and payroll activity. °Manipulation of amounts subject to significant judgment or estimate. 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 Auditor's Report. Page 8
TWP UK HOLDINGS LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWP UK HOLDINGS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. James Hadfield FCA (Senior Statutory Auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor 3000a Parkway Whiteley Hampshire PO15 7FX 24 October 2025 Page 9
TWP UK HOLDINGS LIMITED |  |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 17,500,075 | 16,488,064
Cost of sales |  | (6,201,651) | (6,255,840)
Gross profit |  | 11,298,424 | 10,232,224
Distribution costs |  | (6,388,022) | (5,863,633)
Administrative expenses |  | (5,338,698) | (5,286,676)
Exceptional administrative expenses |  | (77,740) | 1,256,819
Other operating income | 5 | 96,685 | -
Operating (loss)/profit | 6 | (409,351) | 338,734
Amounts written off investments |  | - | (3,774,800)
Interest receivable and similar income | 10 | - | 655
Interest payable and similar expenses | 11 | (94,083) | (92,178)
Loss before taxation |  | (503,434) | (3,527,589)
Tax on loss | 12 | (2,473) | (1,577)
Loss for the financial year |  | (505,907) | (3,529,166)
Share based payment charge |  | - | 282,324
Other comprehensive income for the year |  | - | 282,324
Total comprehensive income for the year |  | (505,907) | (3,246,842)
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (505,907) | (3,529,166)
|  | (505,907) | (3,529,166)
Total comprehensive income for the year attributable to: |  |  |
Owners of the parent Company |  | (505,907) | (3,246,842)
|  | (505,907) | (3,246,842)
The notes on pages 18 to 36 form part of these financial statements.
Page 10
TWP UK HOLDINGS LIMITED REGISTERED NUMBER:09539506 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 1,530,278 |  | 1,862,112
Tangible assets | 15 |  | 43,181 |  | 20,633
|  |  | 1,573,459 |  | 1,882,745
Current assets |  |  |  |  |
Stocks | 17 | 2,018,790 |  | 2,484,739 |
Debtors: amounts falling due within one year | 18 | 3,308,947 |  | 3,031,503 |
Cash at bank and in hand |  | 1,956,031 |  | 1,468,096 |
|  | 7,283,768 |  | 6,984,338 |
Creditors: amounts falling due within one year | 19 | (3,996,908) |  | (3,500,857) |
Net current assets |  |  | 3,286,860 |  | 3,483,481
Total assets less current liabilities |  |  | 4,860,319 |  | 5,366,226
Net assets |  |  | 4,860,319 |  | 5,366,226
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 541,398 |  | 541,398
Share premium account | 21 |  | 14,645,896 |  | 14,645,896
Capital contribution reserve | 21 |  | 8,583,461 |  | 8,583,461
Profit and loss account | 21 |  | (18,910,436) |  | (18,404,529)
Equity attributable to owners of the parent Company |  |  | 4,860,319 |  | 5,366,226
|  |  | 4,860,319 |  | 5,366,226
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A D Persaud
Director
Date: 24 October 2025
The notes on pages 18 to 36 form part of these financial statements. Page 11
TWP UK HOLDINGS LIMITED REGISTERED NUMBER:09539506 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 4,438,880 |  | 4,438,880
|  |  | 4,438,880 |  | 4,438,880
Creditors: amounts falling due within one year | 19 | (752,987) |  | (752,987) |
Net current liabilities |  |  | (752,987) |  | (752,987)
Total assets less current liabilities |  |  | 3,685,893 |  | 3,685,893
Net assets |  |  | 3,685,893 |  | 3,685,893
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 541,398 |  | 541,398
Share premium account | 21 |  | 14,645,896 |  | 14,645,896
Capital contribution reserve | 21 |  | 7,281,452 |  | 7,281,452
Profit and loss account brought forward |  | (18,782,853) |  | (15,002,053) |
Profit/(loss) for the year |  | - |  | (3,780,800) |
Profit and loss account carried forward |  |  | (18,782,853) |  | (18,782,853)
|  |  | 3,685,893 |  | 3,685,893
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A D Persaud
Director
Date: 24 October 2025
The notes on pages 18 to 36 form part of these financial statements. Page 12

TWP UK HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
|  | Called up share capital | Share premium account | Capital contribution reserve | Share based payment reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 April 2023 | 541,398 | 14,645,896 | 8,583,461 | 3,460,879 | (22,393,366) | 4,838,268
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (3,529,166) | (3,529,166)
| Write off intercompany balance | - | - | - | - | 3,774,800 | 3,774,800
| Share based payment movement | - | - | - | 282,324 | - | 282,324
| Other comprehensive income for the year | - | - | - | 282,324 | 3,774,800 | 4,057,124
| Total comprehensive income for the year | - | - | - | 282,324 | 245,634 | 527,958
| Transfer to/from profit and loss account | - | - | - | (3,743,203) | 3,743,203 | -
| At 1 April 2024 | 541,398 | 14,645,896 | 8,583,461 | - | (18,404,529) | 5,366,226
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (505,907) | (505,907)
| At 31 March 2025 | 541,398 | 14,645,896 | 8,583,461 | - | (18,910,436) | 4,860,319
Page 13

TWP UK HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
|  | Called up share capital | Share premium account | Capital contribution reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £
| At 1 April 2023 | 541,398 | 14,645,896 | 7,281,452 | (15,002,053) | 7,466,693
| Comprehensive income for the year |  |  |  |  |
| Loss for the year | - | - | - | (3,780,800) | (3,780,800)
| At 1 April 2024 | 541,398 | 14,645,896 | 7,281,452 | (18,782,853) | 3,685,893
| Comprehensive income for the year |  |  |  |  |
| Profit for the year | - | - | - | - | -
| At 31 March 2025 | 541,398 | 14,645,896 | 7,281,452 | (18,782,853) | 3,685,893
| The notes on pages 18 to 36 form part of these financial statements.
Page 14

TWP UK HOLDINGS LIMITED |  |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (505,907) | (3,529,166)
Adjustments for: |  |
Amortisation of intangible assets | 788,524 | 719,070
Depreciation of tangible assets | 12,677 | 17,572
Loss on disposal of tangible assets | 32,000 | -
Interest paid | 94,083 | 92,178
Interest received | - | (655)
Taxation charge | 2,477 | 1,577
Decrease in stocks | 465,949 | 621,308
(Increase) in debtors | (138,776) | (183,062)
(Increase) in amounts owed by groups | (138,668) | (1,610,565)
Increase in creditors | 442,057 | 657,721
Increase/(decrease)) in amounts owed to groups | - | (3,178,546)
Corporation tax (paid) | (2,472) | (1,577)
Loss on disposal of intangible assets | - | 43,361
Equity settled share based payment exercise | - | 282,324
Write off intercompany balance | - | 3,774,800
Net cash generated from operating activities | 1,051,944 | (2,293,660)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (488,694) | (186,832)
Purchase of tangible fixed assets | (35,226) | -
Interest received | - | 655
Net cash from investing activities | (523,920) | (186,177)
Page 15
TWP UK HOLDINGS LIMITED |  |
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Increase in loans | 53,994 | 514,110
Interest paid | (94,083) | (92,178)
Net cash used in financing activities | (40,089) | 421,932
Net increase/(decrease) in cash and cash equivalents | 487,935 | (2,057,905)
Cash and cash equivalents at beginning of year | 1,468,096 | 3,526,001
Cash and cash equivalents at the end of year | 1,956,031 | 1,468,096
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,956,031 | 1,468,096
| 1,956,031 | 1,468,096
The notes on pages 18 to 36 form part of these financial statements.
Page 16
TWP UK HOLDINGS LIMITED |  |
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MARCH 2025
| At 1 April 2024 | Cash flows | At 31 March 2025
| £ | £ | £
Cash at bank and in hand | 1,468,096 | 487,935 | 1,956,031
Debt due within 1 year | (518,454) | (54,194) | (572,648)
| 949,642 | 433,741 | 1,383,383
The notes on pages 18 to 36 form part of these financial statements.
Page 17
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
TWP UK Holdings Limited (“the Company”) is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is C/O Mackrell, 60 St. Martin's Lane, Covent Garden, London, England, WC2N 4JS. The group consists of TWP UK Holdings Limited and all of its subsidiaries. The company's and the group's principal activities and nature of its operations are disclosed in the Directors' Report. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 18
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group 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 Group 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. Page 19
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.5 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 20
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Share-based payments
Before the sale of the Group to Inspirit Capital, a subsidiary company was part of the Canopy Growth Coporation's share plan. Canopy issued share options to certain company employees. The weighted average fair value of options granted in the year are determined using the Black-Scholes option pricing model at the date of grant. Canopy also issued restricted stock units (“RSUs”) to certain company employees. RSU’s are settled in cash or common stock at the election of the employee and the fair value is measured as the intrinsic value at the date of the grant. Fair values are expensed on a straight line basis over the vesting periods, based on the estimated number of options and RSUs that will eventually vest. A corresponding adjustment is made to equity. The expected life is adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations. Non-vesting conditions and market conditions are taken into account when estimating the fair values at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options and RSUs expected to vest at each reporting date. Cancellations or settlements are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
| 2.12 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 21
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.13 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.14 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Patents | - | 10 | years on a straight line basis
|  |  |  | Development costs | - | 8 | years on a straight line basis
|  |  |  | Design | - | 10 | years on a straight line basis
|  |  |  | Trademarks | - | 10 | years on a straight line basis
|  |  |  | Software | - | 5 | years on a straight line basis
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | 33% per annum straight line
|  |  |  | Fixtures and fittings | - | 20% - 50% per annum straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 22
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.17 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each reporting 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.
| 2.18 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 Group after the deduction of all its liabilities. Page 23
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 24
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
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. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Development costs Within development costs, a portion of additions are a percentage of staff salaries capitalised, assessed by management as a reflection of the amount of time they estimate is spent on product development. Impairment of intangible assets The directors perform impairment reviews of certain intangible assets at the year end. The impairment review considers the future economic value of the assets and key estimates include anticipated growth in revenue of the group. On the basis of the reviews performed at 31 March 2025, management have concluded that no impairments are required. Impairment of investments The directors assess the investment balances for impairment at each reporting period, with reference to the value in use of that investment. During the year, an impairment of £NIL (2024: £3,774,800) has been recognised as a result of the sale of the group to Inspirit Capital. Inventories provision The company has recognised a provision against inventories which required management to make judgements and estimations. The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other reasonable factors. Share-based payments The fair value of share options is measured using the Black-Scholes option pricing model. Estimates are made by management including in respect to the estimated number of shares that will eventually vest based on historical experience. Page 25
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Product sales | 17,097,732 | 16,191,921
| Royalties | 402,343 | 296,143
|  | 17,500,075 | 16,488,064
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 12,871,463 | 11,476,172
| Rest of the world | 4,628,612 | 5,011,892
|  | 17,500,075 | 16,488,064
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sundry income | 96,685 | -
|  | 96,685 | -
6. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research & development charged as an expense | 105,163 | 78,581
| Exchange differences | 43,212 | 64,199
| Other operating lease rentals | 146,892 | 134,820
| Amortisation charge | 788,524 | 755,893
| Depreciation charge | 12,677 | 17,572
Page 26
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
7. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 52,500 | 50,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 2,561,189 | 2,486,787
| Social security costs | 306,118 | 281,372
| Cost of defined contribution scheme | 107,277 | 111,572
|  | 2,974,584 | 2,879,731
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  |  | 35 | 37
9. | Directors' remuneration
| During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £470,824 (2024 - £743,493).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2024 - £10,000).
Page 27
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | - | 655
|  | - | 655
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 40,088 | 11,386
| Loans from group undertakings | 53,995 | 80,792
|  | 94,083 | 92,178
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 2,473 | 1,577
|  | 2,473 | 1,577
| Total current tax | 2,473 | 1,577
| Deferred tax |  |
| Total deferred tax | - | -
|  | 2,473 | 1,577
Page 28
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (503,434) | (3,527,589)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (125,858) | (882,292)
| Effects of: |  |
| Expenses not deductible for tax purposes | 75,883 | 1,194,189
| Capital allowances for year in excess of depreciation | (63,984) | -
| Effect of overseas tax rates | (2,084) | (1,311)
| Other permanent differences | 1,263 | 1,250
| Non-taxable income | (24,124) | (439,355)
| Deferred tax not recognised | 141,377 | 125,568
| Group relief | - | 3,528
| Total tax charge for the year | 2,473 | 1,577
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
13. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other exceptional costs | 77,740 | 45,619
| Canopy loan interest forgiven | - | (1,757,419)
| Completion obligations | - | 454,981
|  | 77,740 | (1,256,819)
Page 29

TWP UK HOLDINGS LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
| 14. | Intangible assets
|  | Group and Company
|  | Patents | Development costs | Trademarks | Computer software | Goodwill | Design | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |  |
| At 1 April 2024 | 8,265 | 3,017,771 | 397,882 | 436,968 | 3,141,561 | 142,344 | 7,144,791
| Additions | - | 232,758 | - | 255,936 | - | - | 488,694
| Disposals | - | (83,470) | - | - | - | - | (83,470)
| At 31 March 2025 | 8,265 | 3,167,059 | 397,882 | 692,904 | 3,141,561 | 142,344 | 7,550,015
| Amortisation |  |  |  |  |  |  |
| At 1 April 2024 | 4,452 | 1,728,538 | 295,797 | 331,841 | 2,801,226 | 120,825 | 5,282,679
| Charge for the year on owned assets | 826 | 351,250 | 39,791 | 68,266 | 314,156 | 14,234 | 788,523
| On disposals | - | (51,470) | - | - | - | - | (51,470)
| At 31 March 2025 | 5,278 | 2,028,318 | 335,588 | 400,107 | 3,115,382 | 135,059 | 6,019,732
| Net book value |  |  |  |  |  |  |
| At 31 March 2025 | 2,987 | 1,138,741 | 62,294 | 292,797 | 26,179 | 7,285 | 1,530,283
| At 31 March 2024 | 3,813 | 1,289,233 | 102,085 | 105,127 | 340,335 | 21,519 | 1,862,112
| The Company had no intangible fixed assets at 31 March 2025 or 31 March 2024.
Page 30

TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
15. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Fixtures and fittings | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 April 2024 | 78,000 | 663,153 | 741,153
| Additions | - | 35,226 | 35,226
| At 31 March 2025 | 78,000 | 698,379 | 776,379
| Depreciation |  |  |
| At 1 April 2024 | 74,667 | 645,853 | 720,520
| Charge for the year on owned assets | 2,000 | 10,678 | 12,678
| At 31 March 2025 | 76,667 | 656,531 | 733,198
| Net book value |  |  |
| At 31 March 2025 | 1,333 | 41,848 | 43,181
| At 31 March 2024 | 3,333 | 17,300 | 20,633
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Long leasehold | 1,333 | 3,333
|  | 1,333 | 3,333
Page 31
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 17,384,091
| At 31 March 2025 | 17,384,091
| Impairment |
| At 1 April 2024 | 12,945,211
| At 31 March 2025 | 12,945,211
| Net book value |
| At 31 March 2025 | 4,438,880
| At 31 March 2024 | 4,438,880
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| This Works Products Limited | C/O Mackrell, 60 St, Martin's Lane, Covent Garden, London, England, WC2N 4JS | Development and retail of perfume and cosmetics | Ordinary | 100%
| TWP IP Limited | C/O Mackrell, 60 St, Martin's Lane, Covent Garden, London, England, WC2N 4JS | Ownership of intellectual property | Ordinary | 100%
| TWP US Inc | 1090 King George Post Road, STE 505 Edison, NJ 08837, USA | Retail of perfume and cosmetics | Ordinary | 100%
Page 32
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
17. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 2,018,790 | 2,483,418
| Work in progress (goods to be sold) | - | 1,321
|  | 2,018,790 | 2,484,739
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
18. | Debtors
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade debtors | 1,229,250 | 1,062,836
| Amounts owed by group undertakings | 1,781,592 | 1,642,924
| Other debtors | 93,021 | 117,547
| Prepayments and accrued income | 205,084 | 208,196
|  | 3,308,947 | 3,031,503
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Loan notes | 568,104 | 514,110 | - | -
| Trade creditors | 1,786,040 | 1,069,343 | - | -
| Amounts owed to group undertakings | - | - | 752,987 | 752,987
| Other taxation and social security | 74,499 | 86,417 | - | -
| Other creditors | 14,344 | 74,833 | - | -
| Accruals and deferred income | 1,553,921 | 1,756,154 | - | -
|  | 3,996,908 | 3,500,857 | 752,987 | 752,987
| The loan notes accrue interest at a rate of 10% per annum.
Page 33
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 540,001 (2024 - 540,001) Ordinary share capital class 1 shares of £1.00 each | 540,001 | 540,001
|  | 755 (2024 - 755) Ordinary share capital class 2 shares of £1.00 each | 755 | 755
|  | 401 (2024 - 401) Ordinary share capital class 3 shares of £1.00 each | 401 | 401
|  | 241 (2024 - 241) Ordinary share capital class 4 shares of £1.00 each | 241 | 241
|  |  | 541,398 | 541,398
| Ordinary shares carry full voting rights and full rights in respect of dividends and capital distributions (including on winding up).
21. | Reserves
Share premium account The share premium reserve represents the consideration received for shares issued above their nominal value net of transaction costs. Share based payment reserve The share based payment reserve represents the cumulative share based payment expense. Capital contribution reserve The capital contribution reserve represents amounts contributed by a parent company. Profit and loss account The profit and loss reserve represents the cumulative profit and loss net of distributions to owners. Page 34
TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
22. | Share-based payments
| Equity-settled share option plan Under the Canopy Growth Corporation's group plan, share options were granted at the average price of the previous Ultimate Parent Company shares at the grant date. The employee was entitled to exercise the share options once the options have vested. The options would vest and be exercisable in equal instalments over 3 years from the date of the grant. If options remain unexercised for a period of 6 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the group before they become entitled to exercise the share options. On 18th December 2023, the TWP UK Holdings group were acquired by Inspirit Lavender Holdco Limited, at which point all equity-settled share options were cancelled. At the point of cancellation all remaining balances in the share option reserve were transferred to retained earnings, reflecting that all options were lapsed as of that point. Restricted stock units Under the Canopy Group Omnibus plan, restricted stock units were granted at the average price of the previous Ultimate Parent Company shares at the grant date. The employee was entitled to receive the share once the RSU's have vested. The RSU's would vest in equal instalments over 3 years from the date of grant. On 18th December 2023, the TWP UK Holdings group were acquired by Inspirit Lavender Holdco Limited, at which point all RSU's were cancelled. At the point of cancellation all remaining balances in the share option reserve were transferred to retained earnings, reflecting that all units were lapsed as of that point.
23. | Commitments under operating leases
| At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 72,022 | 116,000
| Later than 1 year and not later than 5 years | - | 71,856
|  | 72,022 | 187,856
24. | Related party transactions
| The company has taken advantage of the exemption provided by Section 33 of the Financial Reporting Standard 102 from the requirement to disclose transactions between wholly owned members of the same group. Inspirit Lavender Holdco Limited owns 60% of Inspirit Lavender Bidco Limited, hence it is not a wholly owned group company and therefore, not applicable for exemption of intercompany transactions. During the year the group accrued £53,994.84 of loan note interest due to Inspirit Lavender Holdco. At the year end, the group holds a balance of £568,104 (2024 - £514,110) due to Inspirit Lavender Holdco Limited, being the loan note from Inspirit Lavendar Holdco. During the year the group paid management fees totalling £100,000 (2024 - £50,000) to Inspirit Management Limited.
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TWP UK HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
25. | Controlling party
The immediate parent company is Inspirit Lavender Bidco Limited, a company incorporated in the United Kingdom, which owns 100% of the company's issued share capital. TWP UK Holdings is the smallest group for which consolidated accounts are prepared. Inspirit Lavender Holdco Limited, a company incorporated in the United Kingdom, is the largest group for which consolidated accounts are prepared and these are publicly available from Companies House. The ultimate parent undertaking is Inspirit Fund I LP, a company incorporated in the United Kingdom. In the opinion of the directors there is no single ultimate controlling party.
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