REGISTERED NUMBER: 09008697 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 March 2025

for

The Klinsmann Partnership Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

H R Ali

H Manir

REGISTERED OFFICE:

12 Cheapside

Leicester

LE1 5EA

REGISTERED NUMBER:

09008697 (England and Wales)

AUDITORS:

DKR Audit Services Ltd

36 Lichfield Street

Walsall

West Midlands

WS1 1TJ

BANKERS:

HSBC

2-6 Gallowtree Gate

Leicester

LE1 1DA

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The turnover for the year arises primarily from the wholesale of vape juice for use in e-cigarettes. The statement of comprehensive income shows turnover for the year of £20,254,895 (2024: £15,984,159) and profit before tax for the year of £6,796,091 (2024: £5,226,646).

Turnover has increased by 26.7%, with an increase in gross profit margin from 38.1% in 2024 to 43.1% in 2025.

The balance sheet shows a net asset position of £9.57m (2024: £4.67m).

The company has performed financially, operational and strategically in line with management expectations for the year ended 31st March 2025 and the directors plan to maintain these standards of performance going forward. The directors are satisfied with the company's performance to date.

PRINCIPAL RISKS AND UNCERTAINTIES

Risk management is overseen by the board of directors and is constantly reviewed to comply with statutory regulations and best practice.

The principal general economic risks continue to be rising costs and the stability of foreign exchange rates. Business specific risks include potential changes in legislation relating to e-cigarettes and other vaping products.

The directors believe that the business has little exposure in relation to credit, cashflow, interest rate and liquidity risk.It shares similar competitive risks to other manufacturing industries, who suffer from fluctuations in global prices and demand.

KEY PERFORMANCE INDICATORS

Key performance indicators include the monitoring and the management of profitability and working capital.

Turnover - £20,254,895 (2024: £15,984,159)

Gross profit - £8,728,086 (2024: £6,085,211)

GP% - 43.1% (2024: 38.1%)

Profit/(Loss) before tax - £6,796,091 (2024: £5,226,646)

ON BEHALF OF THE BOARD:

H Manir - Director

31 October 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesale and distribution of their own brand of vape products and liquids.

DIVIDENDS

Interim dividends per share were paid as follows:

720

- 10 April 2024

500

- 9 September 2024

510

- 24 March 2025

1,730

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £ 173,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

H R Ali

H Manir

POLITICAL AND CHARITABLE DONATIONS

During the year the company made the following charitable donations: £482,550 (2024: £303,100) to UK Registered Charities.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

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

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

The 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, DKR Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

H Manir - Director

31 October 2025

Opinion

We have audited the financial statements of The Klinsmann Partnership Ltd (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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

-	adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

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

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

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.

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

-Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

-Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

-Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

-Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation, the Companies Act 2006.

In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition, which we pinpointed the cut-off assertion and significant one-off or unusual transactions.

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

Other Matter - Unaudited Comparative Information

The financial statements of The Klinsmann Partnership Ltd for the year ending 31st March 2024 were not audited. Accordingly, the comparative figures included in these financial statements are unaudited.

Our opinion is not modified in respect of this matter.

Use of our report

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

Stephen Gray (Senior Statutory Auditor)

for and on behalf of DKR Audit Services Ltd

36 Lichfield Street

Walsall

West Midlands

WS1 1TJ

31 October 2025

TURNOVER

3

20,254,895

15,984,159

Cost of sales

(11,526,809

)

(9,898,948

)

GROSS PROFIT

8,728,086

6,085,211

Administrative expenses

(1,931,226

)

(857,730

)

OPERATING PROFIT

6

6,796,860

5,227,481

Interest receivable and similar income

-

2,996

6,796,860

5,230,477

Interest payable and similar expenses

7

(769

)

(3,831

)

PROFIT BEFORE TAXATION

6,796,091

5,226,646

Tax on profit

8

(1,722,078

)

(1,291,139

)

PROFIT FOR THE FINANCIAL YEAR

5,074,013

3,935,507

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

5,074,013

3,935,507

FIXED ASSETS

Tangible assets

10

201,850

130,836

Investments

11

-

3,000

201,850

133,836

CURRENT ASSETS

Stocks

12

1,373,047

2,420,600

Debtors

13

127,073

333,399

Cash at bank

10,424,785

4,173,123

11,924,905

6,927,122

CREDITORS

Amounts falling due within one year

14

(2,532,488

)

(2,300,018

)

NET CURRENT ASSETS

9,392,417

4,627,104

TOTAL ASSETS LESS CURRENT LIABILITIES

9,594,267

4,760,940

CREDITORS

Amounts falling due after more than one year

15

-

(90,063

)

PROVISIONS FOR LIABILITIES

19

(22,377

)

-

NET ASSETS

9,571,890

4,670,877

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

9,571,790

4,670,777

SHAREHOLDERS' FUNDS

9,571,890

4,670,877

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:

H Manir - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

100

867,270

867,370

Changes in equity

Dividends

-

(132,000

)

(132,000

)

Total comprehensive income

-

3,935,507

3,935,507

Balance at 31 March 2024

100

4,670,777

4,670,877

Changes in equity

Dividends

-

(173,000

)

(173,000

)

Total comprehensive income

-

5,074,013

5,074,013

Balance at 31 March 2025

100

9,571,790

9,571,890

Cash flows from operating activities

Cash generated from operations

1

7,920,184

3,589,223

Interest paid

(769

)

(3,831

)

Tax paid

(1,291,728

)

(190,659

)

Net cash from operating activities

6,627,687

3,394,733

Cash flows from investing activities

Purchase of tangible fixed assets

(160,412

)

(82,765

)

Sale of tangible fixed assets

47,450

-

Interest received

-

2,996

Net cash from investing activities

(112,962

)

(79,769

)

Cash flows from financing activities

Loan repayments in year

(90,063

)

(28,155

)

Amount withdrawn by directors

-

(2,099

)

Equity dividends paid

(173,000

)

(132,000

)

Net cash from financing activities

(263,063

)

(162,254

)

Increase in cash and cash equivalents

6,251,662

3,152,710

Cash and cash equivalents at beginning of year

2

4,173,123

1,020,413

Cash and cash equivalents at end of year

2

10,424,785

4,173,123

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

6,796,091

5,226,646

Depreciation charges

33,187

9,721

Loss on disposal of fixed assets

11,761

-

Finance costs

769

3,831

Finance income

-

(2,996

)

6,841,808

5,237,202

Decrease/(increase) in stocks

1,047,553

(2,163,209

)

Decrease in trade and other debtors

206,915

107,343

(Decrease)/increase in trade and other creditors

(176,092

)

407,887

Cash generated from operations

7,920,184

3,589,223

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

10,424,785

4,173,123

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

4,173,123

1,020,413

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

4,173,123

6,251,662

10,424,785

4,173,123

6,251,662

10,424,785

Debt

Debts falling due after 1 year

(90,063

)

90,063

-

(90,063

)

90,063

-

Total

4,083,060

6,341,725

10,424,785

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’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:

Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 10 for the carrying amount of the improvements to property; plant and machinery; fixtures and fittings and motor vehicles.

Stocks

The company makes an estimate of the provision for obsolete and slow moving items within total stocks. When assessing the value of the provision, management considers factors including the physical condition and age of stocks, the quantity of stocks held; the saleability of the stocks and historical experience of the warehouse staff. See note 12 for the carrying value of stocks.

Impairment of debtors

The company makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, levels of sales rebates and historical experience. See note 13 for the net carrying amount of debtors and any significant impairment provision.

Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

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

Improvements to property

-

10% on cost

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Motor vehicles

-

20% on cost

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

20,154,905

15,984,159

Rest of world

99,990

-

20,254,895

15,984,159

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

504,590

124,120

Social security costs

34,046

-

Other pension costs

3,362

-

541,998

124,120

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

2025

2024

Management

11

8

Warehouse

7

5

18

13

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

87,000

25,000

6.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Other operating leases

111,110

42,282

Depreciation - owned assets

33,187

9,721

Loss on disposal of fixed assets

11,761

-

Auditors' remuneration

16,500

-

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

769

3,831

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

1,699,701

1,291,139

Deferred tax

22,377

-

Tax on profit

1,722,078

1,291,139

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

6,796,091

5,226,646

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

1,699,023

1,306,662

Effects of:

Expenses not deductible for tax purposes

2,190

-

Capital allowances in excess of depreciation

(1,512

)

(15,523

)

Movement in deferred tax

22,377

-

Total tax charge

1,722,078

1,291,139

9.

DIVIDENDS

2025

2024

£

£

Ordinary shares of 1 each

Interim

173,000

132,000

10.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 April 2024

74,050

33,521

-

63,336

170,907

Additions

-

17,232

4,199

138,981

160,412

Disposals

-

-

-

(63,336

)

(63,336

)

At 31 March 2025

74,050

50,753

4,199

138,981

267,983

DEPRECIATION

At 1 April 2024

22,053

18,018

-

-

40,071

Charge for year

7,405

5,867

670

19,245

33,187

Eliminated on disposal

-

-

-

(7,125

)

(7,125

)

At 31 March 2025

29,458

23,885

670

12,120

66,133

NET BOOK VALUE

At 31 March 2025

44,592

26,868

3,529

126,861

201,850

At 31 March 2024

51,997

15,503

-

63,336

130,836

11.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 April 2024

3,000

Disposals

(3,000

)

At 31 March 2025

-

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

3,000

12.

STOCKS

2025

2024

£

£

Stocks

1,373,047

2,420,600

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

76,870

54,355

Tax

589

-

Prepayments and accrued income

49,614

279,044

127,073

333,399