REGISTERED NUMBER: 10003856 (England and Wales)

STRATEGIC REPORT, DIRECTOR'S REPORT AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28TH FEBRUARY 2025

FOR

ACME VAPE LTD

Page

Company Information

1

Strategic Report

2

Director's Report

5

Report of the Independent Auditors

8

Income Statement

11

Other Comprehensive Income

12

Statement of Financial Position

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTOR:

Mr A Bawa

REGISTERED OFFICE:

New City House Floor 6 & 7

57-63 Ringway

Preston

Lancashire

PR1 1AF

REGISTERED NUMBER:

10003856 (England and Wales)

INDEPENDENT AUDITORS:

Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

The director presents his strategic report for the year ended 28th February 2025.

REVIEW OF BUSINESS

The director is pleased with the progress made this year. The Company turnover during the year increased to £79.4m (2024: £52.1m), with gross profit increasing to £24.7m (2024: £21.2m) and profit before tax increasing to £10.8m (2024: £6.1m). The gross profit margin decreased to 31.1% (2024: 40.7%).

The director is committed to continual investment in future years to increase the Company's capacity to continue to deliver a high level of service to customers. The director is focusing on working in partnership with both it's suppliers and customers, to develop relationships in order to achieve the highest customer satisfaction. The director believes that the continued commitment to invest in new technology and to further understand customer's requirements will enable them to exceed customers' expectations and further grow and develop the business over the coming years.

PRINCIPAL RISKS AND UNCERTAINTIES

The director considers the key risks to the business through a framework of policies, procedures and internal controls. All policies are subject to board approval and ongoing review by management. Compliance with regulations, legal and ethical standards is a high priority for the Company and the finance department takes on an important oversight role in this regard, to ensure that a proper internal control framework exists to manage financial risks and that the controls operate effectively.

The key risk to the business centres around the USD/GBP and EUR/GBP currency rate, due to purchases made in these currencies. This risk is managed where possible through natural hedging of the currencies as well as product engineering.

The Company also manages the risks by providing added value services to its customers through fast response times, high quality products and maintaining strong customer relationships.

Interest rate risk

The Company finances its operations through retained profits. Management periodically reviews its funding structures to ensure an optimal structure is in place, bearing in mind the commercial needs of the wider group and relevant legislation.

Liquidity risk

The Company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Human Resources

The Company's employees are its most important resource. It is essential to the future success of the business that a skilled and motivated workforce is retained.

Environmental

Environmental regulations in the UK continue to evolve, particularly concerning the use and disposal of plastics and batteries. The company monitors these developments closely, recognising the increasing emphasis on reducing environmental impact and waste over time.

Health

The potential health impacts of vaping are subject to ongoing review and public discussion. The company closely monitors developments in scientific research and regulatory guidance in this area, as changes continue to occur regularly.

SECTION 172(1) STATEMENT

Director Duties

Section 172 of The Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a. The likely consequences of any decision in the long term;

b. The interests of the Company’s employees;

c. The need to foster the Company’s business relationships with suppliers, customers and others;

d. The impact of the Company’s operations on the community and the environment;

e. The desirability of the Company maintaining a reputation for high standards of business conduct; and

f. The need to act fairly as between members of the company.

The following outlines how the directors have fulfilled their responsibilities under Section 172 during the financial year:

Decision Making

In the performance of its duty to promote the success of the company, the company reviews and considers the various stakeholders when making decisions. The company understands the potential impacts of the decisions it makes on the various shareholders and ensures it makes the decisions in the best interest of all parties including customers, suppliers, employees and the wider community; whilst focusing on decisions that support the long-term sustainability and growth of the company.

Employees

Our employees are at the heart of our success. We have fostered a culture of open communication and continuous improvement. We prioritise their well-being and professional development through various initiatives, including training programs and regularly engaging with employees, obtaining feedback in respect of areas which require improvement. By fostering a positive and inclusive work environment, we aim to boost morale, productivity, and retention.

Business Relationships

Strong relationships with suppliers, customers, and other business partners are essential to our operations. We strive for fairness and collaboration in all our dealings, ensuring mutual benefits. Efforts have been made to enhance our customer service and strengthen supply chain resilience. Through focusing on customer satisfaction, supplier reliability, collaborative partnerships, stakeholder engagement, and sustainability, we aim to create lasting value and ensure the continued growth and prosperity of the company. Our commitment to these relationships is rooted in our belief that sustainable and mutually beneficial collaborations are essential to the long-term success of the company.

Community and Environment

The company is dedicated to reducing our environmental impact and contributing to the community. We have implemented measures to minimize waste, increase recyclability, and support local community projects. Our goal is to operate sustainably and be a responsible corporate citizen.

Maintaining High Standards of Business Conduct

Maintaining high standards of business conduct is crucial. We adhere to a comprehensive Code of Conduct that emphasises integrity, fairness, and respect. Compliance with legal and regulatory requirements is monitored through regular audits and training programs to ensure all employees understand and uphold these standards.

Shareholders' Interests

We ensure that our shareholders are kept informed about the company's performance and strategic direction through regular updates and meetings. Balancing short-term returns with long-term growth is a key focus, aiming to provide sustainable value to our shareholders.

FINANCIAL KEY PERFORMANCE INDICATORS

Given the nature of the business, the director has determined certain key performance indicators to help them to both understand and manage the growing customer base. These are monitored closely on at least a monthly basis and the Company will continue to monitor those measures that are key to ensuring that the Company remains profitable. The KPI's are regularly circulated to the key management team to ensure full visibility by those helping to drive the business forward.

Turnover and gross profit are seen as key performance indicators, as margins for these businesses need to be healthy due to significant staff costs and other overheads. These have been disclosed above.

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES

The director ensures wherever possible that the business objectives are aligned with risk management. The director is responsible for maintaining sound systems of internal control that provide reasonable assurance that the Company will not be hindered in achieving its business objectives by circumstances that are not foreseen.

No major risks have been identified other than those relating to the uncertainties and challenges set out above. In this respect, the directors have built up a strong team of staff with whom they work closely on a regular basis to ensure these risks are mitigated effectively.

ON BEHALF OF THE BOARD:

Mr A Bawa - Director

4th November 2025

The director presents his report with the financial statements of the Company for the year ended 28th February 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of vape manufacturing and wholesale distribution.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of £31,680 per share.

The total distribution of dividends for the year ended 28th February 2025 will be £ 3,168,000 .

FUTURE DEVELOPMENTS

The Company will continue to seek opportunities to maximise turnover and profitability.

The Company is focused on delivering innovative and great value products to its customers, allowing them to differentiate themselves in an increasingly competitive landscape. Management remain wary of the economic climate and have reflected this within its forecasts. The results for the year to date show the business to be in line with its projections, supported by growth in the order book. The director is cautiously optimistic that their forecasts can be achieved.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

Mr A Bawa held office during the whole of the period from 1st March 2024 to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

Donations during the year related to charitable donations only.

GOING CONCERN

The director continues to adopt the going concern basis in preparing the financial statements. Their assessment of going concern is presented in note 2.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Strong relationships with suppliers, customers, and other business partners are essential to our operations. We strive for fairness and collaboration in all our dealings, ensuring mutual benefits. Efforts have been made to enhance our customer service and strengthen supply chain resilience. Through focusing on customer satisfaction, supplier reliability, collaborative partnerships, stakeholder engagement, and sustainability, we aim to create lasting value and ensure the continued growth and prosperity of the company. Our commitment to these relationships is rooted in our belief that sustainable and mutually beneficial collaborations are essential to the long-term success of the company.

STREAMLINED ENERGY AND CARBON REPORTING

As a large unquoted company the business is obliged to report their UK energy use and associated greenhouse gas emissions, relating to gas, electricity, and transport fuel, as well as an intensity ratio in their annual reports.

The table below presents the company's emissions and energy consumption:

2025

kWh

Aggregate of energy consumption in the year

1,025,018

2025

tCO2e

Scope 1 - direct emissions:

Gas combustion and fuel consumed for owned transport

170.4

Scope 2 - indirect emissions:

Electricity purchased

19.4

Scope 3 - Other indirect emissions:

Fuel consumed for transport not owned by the Company

-

Total gross emissions

189.8

Intensity ratio (tCO2e per £1m revenue)

2.39

Quantification and reporting methodology

Data has been collected in accordance with the 2025Year UK Government's greenhouse gas conversion factors for company reporting. The data collection utilises actual kWh based on twelve months usage.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m revenue.

Measures taken to improve energy efficiency

The directors recognise that the company's operations have a potential impact on the environment. Consequently the company promotes the reduction of energy consumption, minimising waste disposal to landfill by reducing, and recycling and trying to reduce CO2 emissions.

With rising energy costs the company is looking at alternative energy sources and has conducted a feasibility study on solar panels for all our sites. The directors are also looking into the adoption of new energy efficient technology as part of the company's ongoing plant and equipment replacement programme.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Watergates Ltd (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A Bawa - Director

4th November 2025

Opinion

We have audited the financial statements of Acme Vape Ltd (the 'Company') for the year ended 28th February 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 28th February 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Director's Report, 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Director's 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 Director's Report.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page seven, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or has 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 are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, 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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting correspondence with local tax authorities.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business. Also designing audit procedures to incorporate unpredictability around the nature, timing and extent of our testing.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

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.

Nazir Malida FCCA (Senior Statutory Auditor)

for and on behalf of Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

4th November 2025

TURNOVER

4

79,436,251

52,135,028

Cost of sales

(54,747,889

)

(30,891,777

)

GROSS PROFIT

24,688,362

21,243,251

Administrative expenses

(14,018,164

)

(15,291,557

)

10,670,198

5,951,694

Other operating income

110,966

162,678

OPERATING PROFIT

6

10,781,164

6,114,372

Interest receivable and similar income

24,853

9,955

10,806,017

6,124,327

Interest payable and similar expenses

7

(55,079

)

(56,907

)

PROFIT BEFORE TAXATION

10,750,938

6,067,420

Tax on profit

8

(2,696,586

)

(1,731,805

)

PROFIT FOR THE FINANCIAL YEAR

8,054,352

4,335,615

PROFIT FOR THE YEAR

8,054,352

4,335,615

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

8,054,352

4,335,615

FIXED ASSETS

Intangible assets

10

46,393

92,786

Tangible assets

11

824,388

771,826

870,781

864,612

CURRENT ASSETS

Stocks

12

2,789,563

1,523,933

Debtors

13

27,225,070

20,778,582

Cash at bank and in hand

5,495,205

7,337,452

35,509,838

29,639,967

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

14

(21,780,885

)

(20,689,999

)

NET CURRENT ASSETS

13,728,953

8,949,968

TOTAL ASSETS LESS CURRENT LIABILITIES

14,599,734

9,814,580

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

15

(274,419

)

(412,340

)

PROVISIONS FOR LIABILITIES

18

(163,027

)

(126,304

)

NET ASSETS

14,162,288

9,275,936

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

14,162,188

9,275,836

SHAREHOLDERS' FUNDS

14,162,288

9,275,936

The financial statements were approved by the director and authorised for issue on 4th November 2025 and were signed by:

Mr A Bawa - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st March 2023

100

4,979,571

4,979,671

Changes in equity

Dividends

-

(39,350

)

(39,350

)

Total comprehensive income

-

4,335,615

4,335,615

Balance at 29th February 2024

100

9,275,836

9,275,936

Changes in equity

Dividends

-

(3,168,000

)

(3,168,000

)

Total comprehensive income

-

8,054,352

8,054,352

Balance at 28th February 2025

100

14,162,188

14,162,288

1.	STATUTORY INFORMATION

Acme Vape 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.

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

This information is included in the consolidated financial statements of IVG Holdings Ltd, company number 15456727 and these financial statements may be obtained from 109 Coleman Road, Leicester, England, LE5 4LE.

GOING CONCERN

The Company uses liquid resources and working capital balances that arise directly from its operations. The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Liquidity is monitored regularly by reference to forecasts and available facilities. The business has continued to fulfil significant order delivery commitments, confirm and progress negotiations on new orders for delivery in the next 12 months and secure payments, for prior and future deliveries.

The business is financed through cash generated from operating activities as well as loans. Cash at bank at the year end was £5.5m (2024: £7.3m) at 28 February 2025. Furthermore, turnover and profitability has increased during the year as highlighted in the strategic report.

The director has reviewed future projections, including preparing cash flow forecasts, which they feel adequately reflect the current uncertain economic environment. After considering all relevant uncertainties, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

TURNOVER

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.

Where cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts.

Revenue is recognised at the point of despatch of goods or collection by the customer.

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;

- 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.

INTANGIBLE ASSETS

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Software are being amortised evenly over their estimated useful life of four years.

TANGIBLE FIXED ASSETS

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment

losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual

value of each asset over its estimated useful life:

Plant and machinery - 25% reducing balance

Furniture, fittings and equipment - 25% reducing balance

Motor vehicles - 25% reducing balance

The carrying values of tangible fixed assets are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

IMPAIRMENT OF ASSETS

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

STOCKS

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

Cost comprises direct materials, and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition, including all purchase, transport, and handling costs.

At each balance sheet 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.

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.

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.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Investments in non-convertible preference shares and in non-puttable ordinary and preference shares are measured:

- at fair value with changes recognised in the Income Statement if the shares are publicly traded or their fair value can otherwise be measured reliably;

- at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

TAXATION

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

Current or deferred taxation assets and liabilities are not discounted.

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

DEFERRED TAX

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

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

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

RESEARCH AND DEVELOPMENT

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 one to three years reflecting the period of use for the relevant customer project.

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.

FOREIGN CURRENCIES

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 the Income Statement 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 Income Statement within 'finance income or costs'.

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.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the lease term, unless the rental payments are structured to increase in line with expected general inflation, in which case the Company recognises annual rent expense equal to amounts owed to the lessor.

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance lease are depreciated over their estimate useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, the director is required to make judgements, estimates and assumptions about the carrying amounts 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.

Critical judgements in applying the Company's accounting policies

The director concludes that there are no critical judgements in applying the Company's accounting policies.

Key source of estimation uncertainty

Depreciation and amortisation rates are based on estimates of the useful lives and residual values of the assets involved.

The Company manufactures and sells vapes and e-liquids and is subject to changing consumer demands. Determining whether stock values are recoverable requires estimations based on up to date trading information. The director uses their knowledge of the business, the trading environment and future projections to assess whether provision is necessary in these areas. When calculating the stock provision, management considers the nature and condition of the stock as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.

4.

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:

28/2/25

29/2/24

£

£

United Kingdom

59,499,879

37,408,694

Europe

19,769,277

9,980,563

Asia

167,095

4,745,771

79,436,251

52,135,028

5.	EMPLOYEES AND DIRECTORS

28/2/25

29/2/24

£

£

Wages and salaries

4,177,220

3,090,575

Social security costs

403,909

259,038

Other pension costs

38,457

11,816

4,619,586

3,361,429

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

28/2/25

29/2/24

Head office

84

53

Production

66

69

150

122

28/2/25

29/2/24

£

£

Director's remuneration

22,917

12,500

6.	OPERATING PROFIT

The operating profit is stated after charging:

28/2/25

29/2/24

£

£

Other operating leases

33,856

32,282

Depreciation - owned assets

211,144

272,822

Loss on disposal of fixed assets

78,822

128,243

Software amortisation

46,393

30,928

Auditors' remuneration

42,000

32,000

Other non- audit services

3,000

3,000

Foreign exchange differences

225,441

195,360

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

28/2/25

29/2/24

£

£

Bank interest payable

19,995

24,342

Interest on other loans

35,084

32,565

55,079

56,907

8.

TAXATION

Analysis of the tax charge

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

28/2/25

29/2/24

£

£

Current tax:

UK corporation tax

2,659,863

1,659,254

Corporation tax - prior year adjustment

-

(53,753

)

Total current tax

2,659,863

1,605,501

Deferred tax

36,723

126,304

Tax on profit

2,696,586

1,731,805