ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 04989385

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

COMPANY INFORMATION

Directors	R D North
	K I McAndrew
	G J Taylor
	E K Gibb
	S J Gardner
	D H B Lavalette


Company secretary	S J Burton


Registered number	04989385


Registered office	Creative Industries Centre
	Wolverhampton Science Park
	Wolverhampton
	West Midlands
	WV10 9TG


Independent auditors	PKF Smith Cooper Audit Limited
	Statutory Auditors
	Cornerblock
	2 Cornwall St
	Birmingham
	B3 2DX

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Analysis of Net Debt	13
Notes to the Financial Statements	14 - 30

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

Business review

The directors are pleased to present results to January 31st 2025 showing strong sales, profit and cash growth for the business and excellent strengthening of our balance sheet while maintaining investment in innovation.
Our continued investment and focus on our ‘Great Brands Brought to Life’ strategy means we continue to create the most innovative products with Intellectual Property Right protection. Working closely with our 3rd party Brand licensors our new Puppetronic® range of products with its unique puppet-enhanced electronic role-play patterns have proven to be a great success, and allied to 3rd party Licensor brands gained us global recognition in the industry. Our Disney Stitch Puppetronic won both the UK and the USA Toy of The Year 2025 as well as multiple country toy of the year awards including the win at The European Licensing Awards. Alongside this we are also very proud to have won “Most Innovative Company” in the 2024 UK Science Park Association 40Th Anniversary awards, competing against formidable Oxford and Cambridge companies.
Driven by our WOW! Stuff Innovation Engine and the hard work of our staff, Turnover for the year rose to £21.4m (+49%) v £14.4m at Jan 2024. Operating Profit Before Tax increased by £2.1m over the previous year and EBITDA increased significantly from £0.6m to £2.6m. The company’s balance sheet asset position increased by 74%, rising from £2.22m to £3.86m. There was strong cash generation of £2.4m extra cash (cash rising from £0.9m to £3.3m).
During the year the directors took the opportunity to repay all the Loan Notes. No dividends were paid as the directors continue to ensure as much as possible of our success is invested back in the business.
The concept and launch of Puppetronics in 2022 has created a new toy category which continues to allow us to work with Licensors and Retailers to build out a range in a previously unexploited retail ‘white space’. The excitement of this new IP and category and our reputation for innovation is reflected in the new signings of the biggest franchise brands. In the year to January 2025, we worked with Disney to launch Stitch and Angel characters, plus Toothless for Universal’s How to Train Your Dragon franchise. Additionally, we have exciting commitments such that in future years we will continue to build Puppetronics into the largest global brands in the Toy industry. Outside of Puppetronics our Innovation Engine is applied to all our licensed brands; we launched our new Wrestling entertainment range with brand WWE which continues to grow its global presence with the partnership with Netflix in 2025, making WWE globally more accessible and known.
This positions the company well to address the exciting challenge to exploit the huge consumer opportunity that exists in North America, where we continue to work with some of the largest USA retailers and create resilient routes to market with carefully chosen partners. We are constantly approached by fans of our brands who wish to purchase our items in their respective countries, and we will address this during 2026 with new offices opening in multiple territories plus our new North London office on schedule for a November opening.
During the year we also partnered with 3rd party brand MAGNA-TILES, the original and leading magnetic tiles pre-school brand. As the 3rd largest building block manufacturer globally we believed MAGNA-TILES was underrepresented in the UK and over 18 months we have doubled their prior years UK sales.
With all the opportunities the company has before it, the directors were delighted in June 2025 to announce that China Industries Limited has joined forces with Dutch Toy Group, Troy Companies group. The investment by Troy in WOW will strengthen and deepen our global reach. Troy will bring substantial investment backing as it targets significant growth over the next 24 months. With the backing of Troy, WOW will rapidly scale operations and drive its signature innovation across its award-winning product portfolio. Importantly, the management and innovation team of WOW remains unchanged, with Managing Director Dawn Lavalette continuing to lead the business, supported by Richard North, President and co-founder, and all the existing WOW leadership team.

Page 1

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2025

Looking ahead, and backed by Troy, the company continues to sign new licenses and work with existing Licensors in a way that will allow the company to show its innovation to full potential, with “on brand and in universe products”. With Troy backing the business to the full, we anticipate further increased sales and profits to FYE 2026 and substantial growth through 2027 onwards. We remain watchful of the local and global uncertainties, US Tariffs and delicate situations surrounding the Middle East and the Ukraine/Russia war and will further expand our geographic distribution to ensure non-reliance on any one region. The company will add at least 2 new global hit brands to our portfolio through 2026 and further develop and invest in our flagship Real FX™ brand that collaborates with Tier 1 licensed brands to create halo toys that “Looks Real. Feels Real. Sounds Real”.
We continue to work on exciting long-term innovations in the digital meets physical arena, and sustainability in toys areas using the skills of our world class scientists and product engineers that are at the heart of our wider New Product Development team.
Once again, the directors pay tribute to our licensing partners, fellow collaborative toy companies our long term minority investment partner BGF and the hard work and dedication of all our staff, our “Wow! Stuffers”! Their hard work and fellowship continues to enable us to grow our business and to build the most innovative toys in the finest brands that elicit the all-important “WOW!” reaction from children young and old!

Principal risks and uncertainties

As we work towards January 2026, the principal issues the business is managing are:
a) Recent tariff and related pricing uncertainty in the light of the Trump administration’s tariff focused trading policies that affect imports and sales to the USA, which require the company to remain nimble and proactive in sourcing. To that end we continue to work with and expand our ability to source from suppliers outside of China and to plan our production with those 3rd party factories in such a way so to allow maximum sourcing flexibility in the face of constantly changing geographic tariff barriers.
b) We continue to watch the risks to global supply chains from conflicts including the war in Ukraine and attacks on shipping in the approaches to the Suez canal. We collaborate successfully with multiple partners to protect supply routes from Asia to get goods into the hands of customers on time. As noted above, we have also broadened our sourcing locations to start to source some product outside of China to build greater resilience into our own sourcing and supply chain.
c) We remain extremely focused on cost control. We continue to embrace the opportunities of a hybrid “home / office” working model.

d) We also remain very focused on inventory management and optimization and ensure we stock only proven high demand lines and to service confirmed demand forecasts for our large customers.

This report was approved by the board on 30 October 2025 and signed on its behalf.

D H B Lavalette

Director

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their report and the financial statements for the year ended 31 January 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the company continued to be the innovative design and supply of toys and gifts to major retailers and distributors.

Results and dividends

The profit for the year, after taxation, amounted to £1,636,506 (2024 - £969,065).

Directors

The directors who served during the year were:

R D North

K I McAndrew

G J Taylor

E K Gibb

S J Gardner

D H B Lavalette

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2025

Disclosure of information to auditors

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's auditors are 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's auditors are aware of that information.

Auditors

The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 October 2025 and signed on its behalf.

E K Gibb

Director

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

Opinion

We have audited the financial statements of China Industries Limited Trading as Wow! Stuff (the 'Company') for the year ended 31 January 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the 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 Company's affairs as at 31 January 2025 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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 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.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

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

Based on our understanding of the company and industry, key laws and regulations that we identified included:

∙Companies Act 2006;

∙Tax Legislation; and

∙Health and Safety and Employment Legislation.

We identified that the principal risk of fraud or non-compliance with laws and regulations related to:

∙Management bias in respect of accounting estimates and judgements made;

∙Management override of controls; and

∙Posting of unusual journals or transactions.

We focussed on those areas that could give rise to a material misstatement in the Company's financial statements.

Our procedures included, but were not limited to:

∙Enquiry of management and those charged with governance/review of available correspondence around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;

∙Reviewing minutes of meetings of those charged with governance, where available;

∙Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

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

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF (CONTINUED)

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 Auditors' Report.

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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Newman (Senior Statutory Auditor)

for and on behalf of

PKF Smith Cooper Audit Limited

Statutory Auditors

Cornerblock

2 Cornwall St

Birmingham

B3 2DX

31 October 2025

Page 8

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2025

	2025	2024
Note	£	£


Turnover	4	21,350,590	14,403,317
Cost of sales		(13,751,688)	(9,555,412)
Gross profit		7,598,902	4,847,905
Distribution costs		(3,798,589)	(3,310,456)
Administrative expenses		(1,470,067)	(1,341,888)
Operating profit	5	2,330,246	195,561
Interest receivable and similar income	9	40	4
Interest payable and expenses	10	(130,880)	(81,942)
Profit before tax		2,199,406	113,623
Tax on profit	11	(562,900)	855,442
Profit for the financial year		1,636,506	969,065

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 14 to 30 form part of these financial statements.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

REGISTERED NUMBER: 04989385

BALANCE SHEET

AS AT 31 JANUARY 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		-		-
Tangible assets	13		423,453		339,291
Investments	14		-		111,462
			423,453		450,753
Current assets
Stocks	15	763,570		657,140
Debtors: amounts falling due after more than one year	16	-		375,000
Debtors: amounts falling due within one year	16	5,443,656		3,523,714
Cash at bank and in hand	17	3,315,132		865,388
		9,522,358		5,421,242
Creditors: amounts falling due within one year	18	(6,086,663)		(2,411,830)
Net current assets			3,435,695		3,009,412
Total assets less current liabilities			3,859,148		3,460,165
Creditors: amounts falling due after more than one year	19		-		(1,237,523)

Net assets			3,859,148		2,222,642

Capital and reserves
Called up share capital	22	16,538	16,538
Profit and loss account	23	3,842,610	2,206,104
		3,859,148	2,222,642

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.

E K Gibb

Director

The notes on pages 14 to 30 form part of these financial statements.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 February 2023	16,538	1,237,039	1,253,577

Profit for the year	-	969,065	969,065

At 1 February 2024	16,538	2,206,104	2,222,642

Profit for the year	-	1,636,506	1,636,506
At 31 January 2025	16,538	3,842,610	3,859,148

The notes on pages 14 to 30 form part of these financial statements.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JANUARY 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	1,636,506	969,065
Adjustments for:
Depreciation of tangible assets	285,210	362,610
Loss on disposal of tangible assets	55	26,678
Investment impairment	111,462	-
Interest payable	130,880	81,942
Interest receivable	(40)	(4)
Taxation charge	562,900	(855,442)
(Increase)/decrease in stocks	(106,430)	422,957
(Increase) in debtors	(2,224,323)	(466,930)
Increase/(decrease) in creditors	3,708,166	(705,901)
Corporation tax received	116,481	168,974
Net cash generated from operating activities	4,220,867	3,949

Cash flows from investing activities
Purchase of tangible fixed assets	(369,428)	(286,862)
Interest received	40	4
Net cash from investing activities	(369,388)	(286,858)
Cash flows from financing activities
Repayment of other loans	(33,332)	(260,000)
Repayment of loan notes and directors loan	(1,237,523)	-
Interest paid	(130,880)	(62,490)
Net cash used in financing activities	(1,401,735)	(322,490)
Net increase/(decrease) in cash and cash equivalents	2,449,744	(605,399)
Cash and cash equivalents at beginning of year	865,388	1,470,787
Cash and cash equivalents at the end of year	3,315,132	865,388

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	3,315,132	865,388
	3,315,132	865,388

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 JANUARY 2025


At 1 February 2024	Cash flows	At 31 January 2025
£	£	£

Cash at bank and in hand	865,388	2,449,744	3,315,132
Debt due after 1 year	(1,237,523)	1,237,523	-
Debt due within 1 year	(33,332)	33,332	-
	(405,467)	3,720,599	3,315,132

The notes on pages 14 to 30 form part of these financial statements.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1.	General information

China Industries Limited is a private company, limited by shares, incorporated in England and Wales, United Kingdom. The address of the registered office is given in the company information of these financial statements. The company's registration number is 04989385. The principal activity of the company continued to be the innovative design and supply of toys and gifts to major retailers and distributors.
The financial statements are prepared in Sterling which is the functional currency of the company. The financial statements level of rounding is to the nearest £1.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The directors have opted not to prepare consolidated financial statements as all of its subsidiaries are not material for the purpose of giving a true and fair view. The Company is therefore exempt from the requirement to prepare consolidated financial statements under section 402 of the Companies Act 2006.

2.3

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into Sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the Statement of comprehensive income.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.4

Revenue recognition

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

Sale of goods

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

∙the Company has transferred the significant risks and rewards of ownership to the buyer (usually on dispatch of the goods) in accordance with contractual terms;

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

∙the amount of revenue can be measured reliably;

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

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

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to Statement of comprehensive income on a straight-line basis over the lease term.

2.6

Research and development

Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefits arising from the completed product and project.
Deferred development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related development is written off to the Statement of comprehensive income.

2.7

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

2.8

Finance costs

Finance costs are charged to the Statement of comprehensive income 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 the Statement of comprehensive income in the year in which they are incurred.

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CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 balance sheet date.

2.12

Intangible assets

For development expenditure see accounting policy on research and development.

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.

2.13

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.

Page 16

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

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:

Fixtures and fittings	-	50%
Computer equipment	-	25%
Other fixed assets	-	50%

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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost is based on the cost of purchases on a first in, first out basis.

2.16

Debtors

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

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.18

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.

Page 17

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.19

Financial instruments

Derivative financial instruments ("derivatives") are only used to manage risks arising from changes in foreign currency exchange rates relating to sales denominated in foreign currencies. In accordance with the foreign exchange policy, the company does not enter into derivatives for speculative purposes. Derivatives are stated at their fair value, being the estimated amount that the company would receive or pay to terminate the contracts at the balance sheet dated based on prevailing foreign currency exchange rates.
Changes in fair value of foreign currency derivatives which are designated and effective as hedges of future cash flows are recognised in equity in the cash flow hedge reserve, and subsequently transferred to the carrying amount of the hedged item or the statement of comprehensive income. Realised gains and losses on cash flow hedges are therefore recognised as turnover in the statement of comprehensive income in the same period as the hedged item.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument previously recognised in equity is retained in equity until the hedged transaction occurs. If the hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is then transferred to the Statement of Comprehensive Income.
Changes in fair value of derivatives which are ineffective or do not meet the criteria for hedge accounting in FRS 102 are recognised in the Statement of Comprehensive Income under turnover.

3.	Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Stock provision
Stock is stated net of provisions for slow moving and obsolete stock, the calculation of which includes judgements. The directors review these periodically to ensure slow moving and obsolete stock is identified and provisions are appropriately calculated.
Depreciation
The charge in respect of periodic depreciation and amortisation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives of all assets are determined at the time the asset is acquired and reviewed at least annually for appropriateness by the directors.

Page 18

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Turnover

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

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	10,678,742	4,669,595
Rest of Europe	3,983,818	2,988,342
Rest of the World	6,688,030	6,745,380
	21,350,590	14,403,317

Impairment of fixed asset investment	111,462	-
Exchange differences	(70,800)	(13,139)
Depreciation of tangible fixed assets	285,210	362,610
Loss on sale of tangible fixed assets	55	26,678

6.	Auditors' remuneration
		2025	2024
		£	£

Fees payable to the Company's auditors for the audit of the Company's financial statements

32,000

31,000

Page 19

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Wages and salaries	2,425,091	2,220,611
Social security costs	201,135	174,169
Cost of defined contribution scheme	44,774	44,491
	2,671,000	2,439,271

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Sales and support	31	29

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	639,860	636,204
Company contributions to defined contribution pension schemes	5,284	5,284
Amounts paid to third parties in respect of directors' services	15,155	15,177
	660,299	656,665

During the year retirement benefits were accruing to 5 directors (2024 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £172,800 (2024: £172,595).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024: £1,321).

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

Page 20

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	421	13,731
Other loan interest payable	103,856	41,708
Other interest payable	26,603	26,503
	130,880	81,942

Corporation tax
Prior years R&D credit claimed during current period	-	(117,000)
Adjustments in respect of previous periods	-	11,558

	Deferred tax
	Tax losses	562,900	(750,000)


	Taxation on profit/(loss) on ordinary activities	562,900	(855,442)

Page 21

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

11.Taxation (continued)

Profit on ordinary activities before tax

2,199,406

113,623

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 24%)	549,852	27,270
Effects of:
Expenses not deductible for tax purposes	13,048	6,170
Capital allowances for year in excess of depreciation	-	(297,770)
Adjustments to tax charge in respect of prior periods	-	(105,442)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	-	(120,000)
Movement in deferred tax not recognised	-	(351,514)
Remeasurement of deferred tax for change in tax rates	-	(14,156)
Total tax charge for the year	562,900	(855,442)

Factors that may affect future tax charges

The company has estimated losses of £1m (2024 - £2.9m) available for carry forward against future trading profits.

Page 22

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

12.	Intangible assets

		Product development
		£
	Cost
	At 1 February 2024	1,482,929
	At 31 January 2025	1,482,929
	Amortisation
	At 1 February 2024	1,482,929
	At 31 January 2025	1,482,929
	Net book value
	At 31 January 2025	-
	At 31 January 2024	-

Page 23

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

13.	Tangible fixed assets

	Fixtures and fittings	Computer equipment	Other fixed assets	Total
	£	£	£	£
Cost
At 1 February 2024	1,247	72,166	1,430,281	1,503,694
Additions	-	13,187	356,241	369,428
Disposals	-	(1,342)	-	(1,342)
At 31 January 2025	1,247	84,011	1,786,522	1,871,780
Depreciation
At 1 February 2024	1,247	46,382	1,116,774	1,164,403
Charge for the year	-	15,524	269,686	285,210
Disposals	-	(1,286)	-	(1,286)
At 31 January 2025	1,247	60,620	1,386,460	1,448,327
Net book value
At 31 January 2025	-	23,391	400,062	423,453
At 31 January 2024	-	25,784	313,507	339,291

Page 24

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

14.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 February 2024	111,462
	At 31 January 2025	111,462
	Impairment
	Charge for the year	111,462
	At 31 January 2025	111,462
	Net book value
	At 31 January 2025	-
	At 31 January 2024	111,462

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Wow! Stuff (H.K.) Limited	Ordinary	100%
Wow Stuff USA LLC	Ordinary	100%
Txt4vid Limited	Ordinary	100%
The Printable Mask Co Ltd	Ordinary	100%
Wow! Stuff Limited	Ordinary	100%
Nexttoptoy Limited	Ordinary	100%

The registered office for Wow! Stuff (H.K.) Limited is in Hong Kong. The registered office for Wow Stuff USA LLC is in USA.
The registered office for Txt4vid Limited, The Printable Mask Co Ltd, Wow! Stuff Limited and Nexttoptoy Limited is Creative Industries Centre, Mammoth Drive, Wolverhampton Science Park, Wolverhampton, WV10 9TG.

Page 25

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

15.	Stocks
		2025	2024
		£	£

	Finished goods and goods for resale	763,570	657,140

The carrying value of stocks are stated net of impairment losses totalling £226,166 (2024 - £61,929). Impairment losses occurred due to items of stock which are deemed to be slow moving or obsolete.

16.	Debtors
		2025	2024
		£	£

Due after more than one year
Deferred tax asset	-	375,000
	-	375,000

					2025	2024
					£	£

Due within one year
Trade debtors	4,914,516	1,777,519
Amounts owed by group undertakings	27,597	19,589
Other debtors	117,064	811,098
Prepayments and accrued income	197,379	540,508
Deferred taxation	187,100	375,000
	5,443,656	3,523,714

The Company discounts its trade debtors. The debtors discounted at the year end were £2,752,867 (2024 - £533,547).
Other debtors include amounts of £nil (2024 - £542,606) relating to funds in hand on the invoice discounting facility.

17.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	3,315,132	865,388

Page 26

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Other loans	-	33,332
Trade creditors	2,603,219	1,108,695
Amounts owed to group undertakings	43,493	91,848
Other taxation and social security	53,247	48,853
Invoice discounting	1,988,599	138,895
Other creditors	6,692	8,208
Accruals and deferred income	1,391,413	981,999
	6,086,663	2,411,830

The invoice discounting creditor is secured by a fixed and floating charge over the assets of the company.

19.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

A loan notes (held by BGF)	-	276,640
Management A loan notes	-	681,745
Management B loan notes	-	87,977
Management C loan notes	-	80,651
Director loan	-	110,510
	-	1,237,523

The amounts outstanding include accrued interest. The interest rate is fixed at 3.5% for A loan notes, Management B loan notes, Management C loan notes and the Director loan and 5% for Management A loan notes.
A loan notes of £nil (2024 - £276,640) are secured on the assets of the company and Management B loan notes of £nil (2024 - £87,977) are secured by a fixed and floating charge over the assets of the company.

Page 27

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

20.	Financial instruments
		2025	2024
		£	£

Financial assets
Financial assets measured at amortised cost	5,058,658	2,491,176
Financial assets measured at fair value through Statement of Comprehensive Income	3,315,132	865,388
	8,373,790	3,356,564

	Financial liabilities
	Financial liabilities measured at amortised cost	(6,033,416)	(3,600,500)

	Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings and other debtors.
	Financial assets measured at fair value through Statement of Comprehensive Income comprise cash at bank and in hand.
	Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, proceeds of invoice discounting, other creditors, accruals and deferred income, other loans, director loan and loan notes.

21.	Deferred taxation

		2025
		£

	At beginning of year	750,000
	Charged to statement of comprehensive income	(562,900)
	At end of year	187,100

The deferred tax asset is made up as follows:
	2025	2024
	£	£

	Tax losses carried forward	187,100	750,000
		187,100	750,000

Page 28

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

5,893 (2024 - 5,893) deferred shares of £1.000 each	5,893	5,893
10,645,000 (2024 - 10,645,000) ordinary shares of £0.001 each	10,645	10,645

	16,538	16,538

23.

Reserves

Profit and loss account

This reserve records all current and prior period retained profits and losses.

24.	Contingent liabilities

HSBC Bank plc holds an unlimited multilateral guarantee between the company and all of its subsidiary companies. The company is therefore jointly and severally liable for the amount owed by its subsidiary companies to HSBC Bank plc. At the balance sheet date this amounted to £nil (2024 - £nil).
A group VAT registration is in force. The company is, therefore, jointly and severally liable for the amount of VAT owed by other members of the group. At the balance sheet date this amounted to £nil (2024 - £nil).

	Contracted for but not provided in these financial statements	90,598	57,535
		90,598	57,535

26.	Pension commitments

The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £44,774 (2024 - £44,491). Contributions totalling £6,692 (2024 - £5,858) were payable to the scheme at the end of the year and are included in creditors.

Page 29

CHINA INDUSTRIES LIMITED TRADING AS WOW! STUFF

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

27.Other financial commitments

Total financial commitments to licensors at the balance sheet date were $1,858,530 (2024 - $433,649). This approximately translates to £1,493,995 (2024 - £341,725).

28.	Transactions with directors

During the year the company advanced £nil (2024 - £201) to a director and the director repaid £37,480 (2024 - £139). At the balance sheet date, the amount due to the company was £nil (2024 - £37,480). The amount advanced is interest free and holds no conditions.

29.

Related party transactions

During the year, the company paid £15,155 (2024 - £15,177) to a third party for director services. At 31 January 2025, the company owed the third party £1,500 (2024 - £1,500). A director of the company is also a director of the third party.
During the year, interest of £37,410 (2024 - £43,618) was charged on existing loan notes to directors and shareholders of the company. At the balance sheet date, the company owed £nil (2024 - £1,219,654) to the directors and shareholders. Interest and repayment terms of these loan notes are disclosed in note 19.
During the year, the company purchased £16,612 (2024 - £161,949) from a company in which the controlling party has an interest and is also a director. At the balance sheet date, the company was owed £26,285 (2024 - owed £117,418) by this related party. The company also received royalties of £nil (2024 - £35,653) during the year and at 31 January 2025 was owed £nil (2024 - £121) by the related party.
All individuals of the company who have authority and responsibility for planning, directing and controlling activities of the company are considered to be the key management personnel. Total remuneration in respect of these individuals is disclosed in note 8.
The company has taken advantage of the exemption in paragraph 33.1A of Financial Reporting Standard 102, from the requirement to disclose transactions with wholly owned members of the group.

30.	Controlling party

At the balance sheet date, the company was controlled by the North family by virtue of their interest in the share capital of the company.
At the time of signing the financial statements, following the acquistion of the company in June 2025, the parent company is Troy Toys Limited. Troy Toys Limited is a priviate company, limited by shares and incorporated in England. The registered office is Creative Industries Centre, Wolverhampton Science Park, Wolverhampton, West Midlands, WV10 9TG. The ultimate controlling party is now John Huiberts.

Page 30