ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

5 months ended

31 March

18 months ended

31 October

Registered number: 14853796

ZAVVIGROUP LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

ZAVVIGROUP LTD

COMPANY INFORMATION

Directors	Leigh Amery
	Joseph Anderton
	Adam Knappy


Registered number	14853796


Registered office	Avengers Towers
	Road One
	Winsford Industrial Estate
	Cheshire
	CW7 3PZ


Independent auditors	WR Partners
	Chartered Accountants & Statutory Auditors
	Royal Court
	Gadbrook Park
	Northwich
	Cheshire
	CW9 7UT

ZAVVIGROUP LTD

CONTENTS

	Page
Strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 9
Statement of comprehensive income	10
Balance sheet	11
Statement of changes in equity	12
Statement of cash flows	13
Analysis of net debt	14
Notes to the financial statements	15 - 33

ZAVVIGROUP LTD

STRATEGIC REPORT

FOR THE PERIOD ENDED 31 MARCH 2025

Introduction

The directors present their startegic report for the period ending 31 March 2025.

Business review

ZavviGroup Ltd (“the Company”) is a UK-based retailer and manufacturer of pop-culture merchandise, apparel, and collectibles. The Group operates across multiple online channels including Zavvi.com, IWantOneOfThose.com (“IWOOT”), and its own brands such as Akedo and Claireabella. Through its vertically integrated print-on-demand facility, the Company designs, manufactures, and fulfils licensed and own-brand products for both direct-to-consumer and third-party retail partners.
The five-month period to 31 March 2025 represents a shortened accounting year, following the Board’s decision to align the Company’s financial year end with the UK tax year going forward.
Revenue for the period totalled £10.0 million, representing growth of +22% versus the comparable period in the prior year. This reflects continued momentum across the Company’s core e-commerce business and the scaling of its On-Demand Division, which provides personalisation and production-on-demand services for external retail partners.
Gross profit margin for the period was 38.5%, demonstrating the benefit of the Company’s vertically integrated production model and improved cost efficiency. Earnings before interest, taxation, depreciation and amortisation (EBITDA) for the period was loss of £0.19 million (2024: loss £0.5 million, reflecting planned investment in the launch and scaling of the new division.
The Company recorded an operating loss from ordinary activities of £0.24 million, which included £0.5 million of finance costs associated with legacy high-interest facilities. These facilities were fully refinanced with HSBC in April 2025 at a materially lower cost of capital, providing significant ongoing interest savings and enhanced liquidity headroom. The operating result also included £52,000 of non-cash depreciation and amortisation relating to production equipment acquired as part of the management-buy-out in 2023.
The period’s results therefore reflect both the investment phase of the new operational structure and the transition to a more efficient financial base. The Directors consider that these measures provide a strong platform for improved profitability in FY2025/26, with full-year revenue forecast at £25 million and expected EBITDA margin of 5.1% and profit before tax margin of 1.7%.
The Company continues to invest in strengthening its own intellectual property and brand portfolio, most notably through the Akedo footwear brand, which has secured additional licensing partnerships and influencer collaborations. Growth in the B2B on-demand production division has diversified revenue streams and supported more predictable (yet high growth), recurring income, complementing the Company’s core direct-to-consumer business.
Key Developments During the Period
Revenue growth: £10.0m achieved in the five-month period (+22% PoP), underpinned by strong e-commerce and on-demand sales.
Facility consolidation: Integration of multiple warehouse and production sites into the “Avengers Towers” fulfilment hub, enhancing efficiency and reducing costs.
Refinancing and capital structure: Completion of refinancing through HSBC and director loan injection to strengthen liquidity and support growth.
Brand and IP expansion: Continued success of Akedo and growth in Claireabella personalisation ranges, reinforcing Zavvigroup’s owned-brand strategy.

Page 1

ZAVVIGROUP LTD

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

Strategic partnership: ZavviGroup was appointed by Konami as the official e-commerce provider for the Yu-Gi-Oh! Trading Card Game across the US, UK and Europe, marking a significant expansion of the Company’s licensing and fulfilment capabilities within the global TCG and collectibles sector.
Operational alignment: Implementation of a new financial year end to align with the UK tax year, improving forecasting and reporting efficiency.

Principal risks and uncertainties

The Directors consider the following to be the principal risks and uncertainties facing the business:
Competition and Market Dynamics
The pop-culture retail and collectible market remains highly competitive, with new entrants and aggressive pricing by global platforms. The Company mitigates this risk through its distinctive focus on licensed intellectual property, strong community engagement, and its agile production-on-demand infrastructure which allows fast response to new trends.
Supply Chain and Operational Disruption
Reliance on the Company’s in-house manufacturing and fulfilment hub introduces exposure to system outages or production downtime. Robust preventative maintenance, contingency planning, and dual sourcing of key consumables mitigate operational interruption risk.
Liquidity and Working Capital Management
The Company’s growth trajectory requires careful management of working capital and supplier terms. The recent refinancing with HSBC and ongoing director loan support have enhanced liquidity, providing sufficient headroom for current plans.
Technology and Data Security
As an online retailer, the Company’s operations depend on the resilience and security of its digital platforms. Most of the direct-to-consumer revenue continues to be transacted through the THG Ingenuity platform, which provides the robustness, scalability, and data protection controls expected from an established global e-commerce infrastructure.
In addition, the Company continues to invest in its own digital systems and security protocols, including external penetration testing, multi-layer firewalls, and GDPR-compliant data management processes. These measures ensure the integrity of customer data and transactional systems while supporting a secure and reliable online experience.
Macroeconomic Conditions and Interest Rates
Inflationary pressures and volatility in interest rates continue to influence both consumer confidence and the Company’s cost base. Higher borrowing costs and supplier price inflation can affect working capital requirements and margins. The Company mitigates these risks through disciplined cost management, forward purchasing where appropriate, and the refinancing of legacy high-interest facilities with HSBC in April 2025, which has significantly reduced future finance costs.
Licensing and Brand Management
The Company relies on maintaining key licensing agreements with entertainment brands. Active management of renewals, diversification across licensors, and expansion of owned brands (Akedo, Claireabella) mitigate concentration risk.
Staff Retention and Capability
Zavvigroup’s success depends on maintaining an experienced and motivated team across creative, operational, and technical functions. The Company continues to invest in training, leadership development, and employee engagement to support retention.

Page 2

ZAVVIGROUP LTD

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

Financial key performance indicators

The directors cosider that the level of gross profit and operating profit are the KPIs and are disclosed in the business review section of this report.

Outlook

Trading in the first half of FY2025/26 has remained strong, with performance on track to deliver £25 million revenue for the full year, and forecast EBITDA margin of 5.1% and profit before tax margin of 1.7%.
The Company expects continued growth driven by:
o Expansion of the On-Demand and Personalisation division through new B2B contracts;
o Strengthening of own-brand IP including Akedo and Claireabella;
o Ongoing UK & international D2C growth via Zavvi.com; and
o Improved margin leverage from the fully operational “Avengers Towers” facility.
The Directors remain confident in the Company’s strategic direction and financial position, with a clear pathway toward sustainable, profitable growth in FY2026 and beyond.

This report was approved by the board on 10 November 2025 and signed on its behalf.

Leigh Amery

Director

Page 3

ZAVVIGROUP LTD

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 MARCH 2025

The directors present their report and the financial statements for the period ended 31 March 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.

Results and dividends

The loss for the period, after taxation, amounted to £69,649 (2024 - loss £1,651,423).

No dividends were paid during the year and the directors do not recommend the payment of a final dividend.

Directors

The directors who served during the period were:

Leigh Amery

Joseph Anderton

Adam Knappy

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.

Page 4

ZAVVIGROUP LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

Auditors

The auditors, WR Partners, were appointed in the year. WR Partners will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 10 November 2025 and signed on its behalf.

Leigh Amery

Director

Page 5

ZAVVIGROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZAVVIGROUP LTD

Qualified opinion

We have audited the financial statements of Zavvigroup Ltd (the 'Company') for the period ended 31 March 2025, which comprise the Statement of comprehensive income, the Analysis of net debt, 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).

Except for the effects of the matter described in the basis for qualified opinion section of our report, 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 loss for the period 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 qualified opinion

We were appointed as auditors of the Company after 31 October 2024 and thus were not able to observe the counting of physical stock at the beginning of the period. We were also unable to obtain sufficient appropriate audit evidence regarding the opening stock by alternative means. As a result, we were unable to determine whether adjustments might have been necessary in respect of the opening stock which would impact on the profit for the period reported in the statement of comprehensive income and the net cash flows from operating activities reported in the statement of cash flows.
In addition, included within creditors: amounts falling due within one year, other creditors includes an opening balance relating to goods received not invoiced totalling £1,116,769. We are unable to gain sufficent audit evidence to confirm this value.
Our opinion on the financial statements for the current year is therefore qualified in respect of these matters.

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 qualified opinion.

Other matters

The financial statements of the Company for the period ended 31 October 2024 were not audited. Accordingly, we do not express an opinion on the comparative figures.

Page 6

ZAVVIGROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZAVVIGROUP LTD (CONTINUED)

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 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.

Except for any modifications which may have resulted from the matters noted above in the basis of qualification section, 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 period 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.

Page 7

ZAVVIGROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZAVVIGROUP LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 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:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102) and the Companies Act 2006), the relevant tax compliance regulations, employment law, health and safety regulations and UK General Data Protection Regulation. We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures.
The audit team identified the risk of management override of controls and revenue recognition as the areas 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, consideration of management bias in relation to key estimates, and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business. We tested a sample of revenue transactions recorded in the year and either side of the year end to determine whether there was any evidence of material mistatement due to 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. 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.

Page 8

ZAVVIGROUP LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZAVVIGROUP LTD (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.

Chris Speakman FCCA (Senior statutory auditor)

for and on behalf of

WR Partners

Chartered Accountants

Statutory Auditors

Royal Court

Gadbrook Park

Northwich

Cheshire

CW9 7UT

10 November 2025

Page 9

ZAVVIGROUP LTD

STATEMENT OF INCOME

FOR THE PERIOD ENDED 31 MARCH 2025

	5 months ended 31 March	18 months ended 31 October
	2025	2024
Note	£	£


Turnover	4	10,044,000	21,195,411
Cost of sales		(6,385,318)	(11,871,224)
Gross profit		3,658,682	9,324,187
Distribution costs		(1,566,787)	(3,240,538)
Administrative expenses		(2,338,980)	(6,851,531)
Other operating income	5	1,780	5,000
Operating loss	6	(245,305)	(762,882)
Interest payable and similar expenses	10	(249,784)	(888,541)
Loss before tax		(495,089)	(1,651,423)
Tax on loss	11	425,440	-
Loss for the financial period		(69,649)	(1,651,423)

Other comprehensive income for the period
Total comprehensive income for the period		(69,649)	(1,651,423)

The notes on pages 15 to 33 form part of these financial statements.

Page 10

ZAVVIGROUP LTD

REGISTERED NUMBER: 14853796

BALANCE SHEET

AS AT 31 MARCH 2025

	31 March	As restated 31 October
	2025	2024
Note	£	£

Fixed assets
Intangible assets	12		(8,436,100)		(9,513,436)
Tangible assets	13		2,975,181		3,260,859
			(5,460,919)		(6,252,577)
Current assets
Stocks	14	11,402,065		13,271,724
Debtors: amounts falling due after more than one year	15	425,440		-
Debtors: amounts falling due within one year	15	2,441,042		1,683,715
Cash at bank and in hand	16	793,619		571,093
		15,062,166		15,526,532
Creditors: amounts falling due within one year	17	(7,885,486)		(7,340,419)
Net current assets			7,176,680		8,186,113
Total assets less current liabilities			1,715,761		1,933,536
Creditors: amounts falling due after more than one year	18		(3,436,733)		(3,584,859)

Net liabilities			(1,720,972)		(1,651,323)

Capital and reserves
Called up share capital	21	100	100
Profit and loss account	22	(1,721,072)	(1,651,423)
		(1,720,972)	(1,651,323)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 November 2025.

Leigh Amery

Director

The notes on pages 15 to 33 form part of these financial statements.

Page 11

ZAVVIGROUP LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 May 2023	100	-	100
Comprehensive income for the period
Loss for the period	-	(1,651,423)	(1,651,423)
Other comprehensive income for the period	-	-	-
Total comprehensive income for the period	-	(1,651,423)	(1,651,423)
Total transactions with owners	-	-	-

At 1 November 2024	100	(1,651,423)	(1,651,323)
Comprehensive income for the period
Loss for the period	-	(69,649)	(69,649)
Other comprehensive income for the period	-	-	-
Total comprehensive income for the period	-	(69,649)	(69,649)
Total transactions with owners	-	-	-
At 31 March 2025	100	(1,721,072)	(1,720,972)

Page 12

ZAVVIGROUP LTD

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2025

			5 months ended 31 March	As restated 18 months ended 31 October
			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial period	(69,649)	(1,651,423)
Adjustments for:
Amortisation of intangible assets	(1,039,234)	(5,500,473)
Depreciation of tangible assets	304,912	948,068
Interest paid	249,784	888,541
Decrease/(increase) in stocks	1,869,659	(931,804)
(Increase) in debtors	(1,182,768)	(1,683,715)
Increase in creditors	524,114	8,976,691
Net cash generated from operating activities	656,818	1,045,885

Cash flows from investing activities
Purchase of intangible fixed assets	(38,102)	(74,702)
Purchase of tangible fixed assets	(19,234)	(1,460,136)
HP interest paid	(100,358)	(42,814)
Net cash from investing activities	(157,694)	(1,577,652)
Cash flows from financing activities
Repayment of/new finance leases	(127,172)	1,948,587
Interest paid	(149,426)	(845,727)
Net cash used in financing activities	(276,598)	1,102,860
Net increase in cash and cash equivalents	222,526	571,093
Cash and cash equivalents at beginning of period	571,093	-
Cash and cash equivalents at the end of period	793,619	571,093

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	793,619	571,093
	793,619	571,093

The notes on pages 15 to 33 form part of these financial statements.

Page 13

ZAVVIGROUP LTD

ANALYSIS OF NET DEBT

FOR THE PERIOD ENDED 31 MARCH 2025


At 1 November 2024	Cash flows	At 31 March 2025
£	£	£

Cash at bank and in hand	571,093	222,526	793,619
Debt due within 1 year	(240,390)	(14,661)	(255,051)
Finance leases	(1,948,587)	127,172	(1,821,415)
	(1,617,884)	335,037	(1,282,847)

The notes on pages 15 to 33 form part of these financial statements.

Page 14

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

1.	General information

Zavvigroup Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Avengers Towers Road One, Winsford Industrial Estate, Winsford, England, CW7 3PZ.

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

Reporting period change

During the financial year, the Company changed its reporting period end from 31 October to 31 March. As a result, the current financial statements cover a period of 5 months from 1 November 2024 to 31 March 2025, compared to the comparative period of 18 months ended 31 October 2024.
This change was made to align the Company’s financial reporting with that of its operational cycle. Consequently, the amounts presented in the primary statements are not entirely comparable.

2.3

Going concern

The financial statements have been prepared on a going concern basis. The directors have assessed the Company’s ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
Not withstanding the loss before tax of £495,089 (Oct 24 loss: £1,651,423) and the net liabilities of £1,720,972 the directors consider the Company to be a going concern for the following reason.
The accumulated losses to date result from the initial trading periods of the Company. Financial forecasts show that the Company is expected to achieve an improved trading result in the period to 31 March 2026.
In addition, since the year end, the directors have secured a new finance facility with HSBC which provides the Company with sufficient financial headroom to ensure that the Company can continue to trade into the foreseeable future.
In making this assessment, the directors have considered the Company’s current financial position, cash flow forecasts, and any potential impacts of known uncertainties. Based on this review, the directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis.

Page 15

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.4

Revenue

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;

∙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

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	Straight line over 10 years
Plant and machinery	-	Straight line over 5 years
Office equipment	-	Straight line over 4 years
Computer equipment	-	Straight line over 3 years

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.

Page 16

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Intangible assets

Goodwill

Goodwill arose from the bargain purchase of stock and fixed assets from the Hut Group. This arose from the consideration paid being significantly lower than the valuation of the acquired stock and fixed assets. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is released to the statement of income & retained earnings on a fair value basis of the inital purchase. Amortisation is therefore 79% of the acquired fixed assets depreciation and acquired stock that has been released to the statement of income during the period.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. Provision is made for the markdown of obsolete stock. Stock are recognised as an expense in the period in which the revenue is recognised.

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.

2.8

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.

2.9

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 17

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.10

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.

2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.13

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 profit or loss 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.

Page 18

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the 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.

2.15

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.

2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Page 19

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.16

Financial instruments (continued)

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the

Page 20

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.16

Financial instruments (continued)

risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

3.	Judgments in applying accounting policies 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.
Critical judgements
The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.
Goodwill
The negative goodwill has arisen from the initial purchase of stock and fixed assets from The Hut Group at a cost significantly below the market value. The company's policy is to amortise the negative goodwill in line with the sale of the original stock purchased and depreciation of the fixed assets acquired from The Hut Group. The directors have calculated that the rate of release should be as set out in the accounting policies. The net book value of goodwill at the period totalled £8,540,101 (Oct 2024: £9,583,083).
Useful life of intangible fixed assets
Management exercises judgement in estimating the useful life of the development costs of its software is 10 years. The net book value of intangible fixed assets (excluding goodwill) at the period totalled £104,001 (Oct 2024: £69,647).
Stock
Management have assessed the stock held by the Company and have determined that no provision is required against slow moving stock due to the nature of the stock being collectable items. Stock held by the Company at the period end totalled £11,402,065 (Oct 2024: £13,271,724).

Page 21

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Sale of goods	10,044,000	21,195,411
	10,044,000	21,195,411

Analysis of turnover by country of destination:

					5 months ended 31 March	18 months ended 31 October
					2025	2024
					£	£

United Kingdom	7,670,203	16,193,294
Rest of the world	2,373,797	5,002,117
	10,044,000	21,195,411

Other operating income	1,780	5,000
	1,780	5,000

Page 22

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Goodwill amortisation	(1,042,981)	(5,505,528)
Exchange differences	(3,237)	(452)
Other operating lease rentals	301,150	887,645
Depreciation & amortisation	308,660	953,122

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

17,725

Page 23

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Wages and salaries	1,071,349	2,028,020
Social security costs	113,402	270,139
Cost of defined contribution pension scheme	28,658	64,184
	1,213,409	2,362,343

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

	5 months ended 31 March	18 months ended 31 October
	2025	2024
	No.	No.

Office	48	41
Production	25	21

	73	62

Directors' emoluments	90,417	236,250
Company contributions to defined contribution pension schemes	1,468	4,403
	91,885	240,653

During the period retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

Page 24

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Finance leases and hire purchase contracts	100,358	42,814
Other interest payable	149,426	845,727
	249,784	888,541



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(425,440)	-
Total deferred tax	(425,440)	-


		(425,440)	-

Page 25

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

11.Taxation (continued)

Loss on ordinary activities before tax

(495,089)

(1,651,423)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(123,772)	(412,856)
Effects of:
Non-tax deductible expenses and amortisation of goodwill	(63,222)	(172,756)
Capital allowances for period in excess of depreciation	-	(20,145)
Adjustments to tax charge in respect of prior periods	(238,446)	-
Unrelieved tax losses carried forward	-	605,757
Total tax charge for the period	(425,440)	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

12.	Intangible assets

	Computer software	Goodwill	Total
	£	£	£
Cost
At 1 November 2024 (as previously stated)	74,702	-	74,702
Prior Year Adjustment	-	(15,088,611)	(15,088,611)
At 1 November 2024 (as restated)	74,702	(15,088,611)	(15,013,909)
Additions	38,102	-	38,102
At 31 March 2025	112,804	(15,088,611)	(14,975,807)
Amortisation
At 1 November 2024 (as previously stated)	5,055	-	5,055
Prior Year Adjustment	-	(5,505,528)	(5,505,528)
At 1 November 2024 (as restated)	5,055	(5,505,528)	(5,500,473)
Charge for the period on owned assets	3,748	(1,042,982)	(1,039,234)
At 31 March 2025	8,803	(6,548,510)	(6,539,707)
Net book value
At 31 March 2025	104,001	(8,540,101)	(8,436,100)
At 31 October 2024 (as restated)	69,647	(9,583,083)	(9,513,436)

Page 27

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

13.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 November 2024 (as previously stated)	693,185	3,270,810	28,799	3,992,794
Prior Year Adjustment	-	216,133	-	216,133
At 1 November 2024 (as restated)	693,185	3,486,943	28,799	4,208,927
Additions	14,875	1,619	2,740	19,234
At 31 March 2025	708,060	3,488,562	31,539	4,228,161
Depreciation
At 1 November 2024	76,489	864,380	7,199	948,068
Charge for the period on owned assets	29,130	106,080	3,035	138,245
Charge for the period on financed assets	-	166,667	-	166,667
At 31 March 2025	105,619	1,137,127	10,234	1,252,980
Net book value
At 31 March 2025	602,441	2,351,435	21,305	2,975,181
At 31 October 2024 (as restated)	616,696	2,622,563	21,600	3,260,859


Plant and machinery	1,700,000	1,866,667
	1,700,000	1,866,667

Page 28

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Finished goods and goods for resale	11,402,065	13,271,724
	11,402,065	13,271,724

Due after more than one year
Deferred tax asset	425,440	-
	425,440	-

					31 March	31 October
					2025	2024
					£	£

Due within one year
Trade debtors	209,977	74,816
Other debtors	1,048,813	873,565
Prepayments and accrued income	1,182,252	735,334
	2,441,042	1,683,715

Cash at bank and in hand	793,619	571,093
	793,619	571,093

Page 29

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Trade creditors	6,227,654	4,842,860
Other taxation and social security	62,807	57,237
Obligations under finance lease and hire purchase contracts	334,682	313,728
Other creditors	727,312	1,514,169
Accruals and deferred income	533,031	612,425
	7,885,486	7,340,419

Net obligations under finance leases and hire purchase contracts	1,486,733	1,634,859
Other creditors	1,950,000	1,950,000
	3,436,733	3,584,859


Other Creditors	1,450,000	1,950,000
Hire Purchase	1,821,415	1,948,588
	3,271,415	3,898,588

Details of security provided:

Other Creditors are secured by a fixed & floating charge relating to the RCF facility with 1903 Partners LLC, that has been secured against the assets of the company.
The hire purchase creditors are secured on the assets to which the finance relates.

Page 30

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Within one year	334,682	317,128
Between 1-5 years	1,486,733	1,631,460
	1,821,415	1,948,588

20.	Deferred taxation

		2025
		£

	Charged to profit or loss	425,440
	At end of year	425,440

Accelerated capital allowances	(747,335)	-
Tax losses carried forward	721,402	-
Negative goodwill on fixed assets	451,373	-
	425,440	-

Allotted, called up and fully paid

10,000 (2024 - 10,000) A Ordinary shares of £0.01 each	100	100

Page 31

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

22.

Reserves

Profit and loss account

The profit and loss account represents the sum of accumulated losses after tax.

23.	Prior year adjustments

The following prior year adjustments have been included in the financial statements:
During the current period, the directors identified that negative goodwill arising on the prior period business combination had been incorrectly recognised within reserves. In accordance with FRS 102 Section 19 Business Combinations and Goodwill, negative goodwill should be recognised as an intangible asset and amortised inline with the accounting policy 2.4.
As a result, a prior year adjustment has been made to reclassify the negative goodwill from reserves to intangible assets. The comparative figures have been restated accordingly.
The impact of this adjustment is as follows:
Intangible assets at prior year balance sheet date have decreased by £9,610,722 (Refer to note 11).
Reserves at prior year balance sheet date have decreased by £9,610,722.
There is no impact on the profit or loss for the prior period.
This adjustment has been made to ensure compliance with FRS 102 and to present the financial statements fairly and consistently.
An adjustment of £216,233 was made to increase the fair value of the Plant and Machinery acquired on acquisition. This has increased the opening value of negative goodwill by a corresponding amount.
An adjustment of £243,772 relating to an increase in the rate of release of negative goodwill from 75% to 79% has been transferred from the period ending 31 March 2025 to the prior period to which the adjustment relates. The effect of this is to reduce the loss in the period to 31 October 2024 by £243,772, increase opening reserves at 1 November 2024 and increase the loss in the period to 31 March 2025 by the corresponding amount.

24.	Pension commitments

Contributions amounting to £28,685 (31 October 2024: £64,184) were paid during the period. At 31 March 2025, £25,051 contributions (2024 £12,540 ) were payable to the scheme.

Page 32

ZAVVIGROUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Not later than 1 year	792,215	792,215
Later than 1 year and not later than 5 years	2,175,387	2,264,880
	2,967,602	3,057,095

26.

Related party transactions

The directors of the Zavvigoup, have provided funds to the Company. The balance outstanding at the period-end was as follows;
Amounts owed to directors;
Adam Knappy: £592,575 March 2025 (£92,575 October 2024)
Leigh Amery: £108,675 March 2025 (£108,675 October 2024)
Joseph Anderton: £28,750 March 2025 (£28,750 October 2024)
£500,000 of Adam Knappy balance relates to priority loan notes instrument. This loan incurs interest at a rate of 4% per annum. The loan notes are payable when the Company has no further, present, or future, actual or contingent liabilities in respect of the senior facility agreement.
The remaining directors loans are payable on demand.

Page 33