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

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks, opportunities and uncertainties we face.

The company operates as a holding company, owning 100% of the issued share capital of Off-Piste Wines Limited (the "subsidiary”). The consolidated statement of comprehensive income incorporates the trading performance of the subsidiary for the year ended 31 March 2025. As such, these results capture the trading results for the subsidiary as disclosed in their own annual accounts prepared for the year ended 31 March 2025.

The group continues to operate within an environment of significant external challenges. Increases in excise duty rates, along with the introduction of Extended Producer Responsibility has led to an increase in Input costs and subsequent difficulty in both maintaining margins and remaining competitively priced within the category.

The group has reacted to these events using a collaborative and flexible approach with its customers and as a result has managed to achieve year-on-year growth in each of its key metrics.

The management of the business and execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties relate to national and global competition, and foreign currency exchange rate risk.

The Board's Five Year Plan seeks to mitigate risks in the short, medium and long term. This includes diversifying our customer and supply base, targeting export markets which give a natural hedge against exchange rate fluctuations, and forward buying currency against known business needs.

The majority of the group's debtors are large blue-chip organisations with excellent credit ratings, thus reducing credit risk for the group.

After initially being delayed, Extended Producer Responsibility has now been legislated in the UK. Companies have to pay fees based on the volume of packaging used for their brands and/or that they are responsible for importing into the UK. The first payment was due in October 2025, and is based on data from 2024 calendar year. This represents a significant additional cost for UK companies, with an estimated £1.1 billion to be raised in the first year and used to fund household recycling collections. The scheme is classed as a tax by the Office for Budget Responsibility, and as such these costs are likely to be passed on to the consumer. As the fees are based on weight, wine will be disproportionately impacted due to the majority of sales being in glass bottles. It remains to be seen what impact this has on wine’s competitiveness within the alcohol category as a whole.

The directors monitor the performance of the business monthly against an annual phased target. As such we have a clear understanding of our performance for sales volume, costs, gross and net profit.

The group operates in a mature and highly competitive market. Macro economic forces in recent years such as inflation, excise duty changes as well as the upcoming introduction of Extended Producer Responsibility, make for a challenging trading environment.

Turnover for the period was £64.5m vs £64.3m for the prior year. This represents a small increase of 0.35%, driven by a modest increase in volume sold through the year.

Profit before tax for the period was £2.81m vs £2.39m for the prior year, an increase of 17.4%. This was primarily driven by the increase in volume as well as a more favourable product mix weighted towards higher margin SKU’s and reduced interest payable on debenture loan notes.

The directors consider that the key performance indicators are those that demonstrate the activity, financial performance and position of the group; being turnover, gross profit margin, operating profit and net assets.

An analysis of the performance of the group during the period and its position at the year end with reference to these key performance indicators is provided in the business review above.

The group uses a range of other key performance indicators to monitor and measure performance within the business on a regular basis.

This section acts as the group's section 172(1) statement.

In accordance with the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), this section also constitutes the group's statements on engagement with, and having due regard to the interest of our suppliers, customers and other key stakeholders.

The directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members, in the decisions taken during the year ended 31 March 2025.

Decision making at Board level

All matters that are reserved for decision by the directors are presented at Board meetings. Directors are briefed on any potential impacts and risks for our key stakeholders, as identified below and how they are to be managed.

Engagement with suppliers, customers and others

To assist them in discharging their duties under the Act, the directors engage with suppliers, customers and other key stakeholders, including investors and incorporate their views into the strategy of the group and deliver operational effectiveness and social value.

Strategy - Our business plans are designed to have a long-term, beneficial impact on the group and to contribute to the delivery of a successful, customer-focussed product.

Suppliers - We value long-term relationships, endeavour to treat our suppliers fairly and seek to ensure that they trade responsibly. We do not tolerate modern slavery, corruption or bribery.

Customers - Our aim is to provide an exceptional service to our customers and deliver this at best value to encourage strong relationships to be maintained.

Community - We are mindful of the impact we have on local communities and the environment. We comply with environmental legislation and pursue waste saving opportunities, wherever possible.

Investors - We have identified key risks to our success and profitability as a business and have taken proactive measures to manage this risk to reasonable levels, as outlined in the Directors' Report.

On behalf of the board

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

The principal activity of the group continued to be that of the import and distribution of wine to the UK multiple retail, wholesale, cash & carry and on trade.

The results for the year are set out on page 9.

No ordinary dividends were paid.

Under the terms of the Articles of Association, a long-term dividend of £8,000 was payable as a final dividend in respect of the year ended 31 March 2025 to the holders of the A1 ordinary shares as described more fully in the share capital note.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Post reporting date events are included in the notes to the financial statements.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Off-Piste Brands Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

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

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

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,977,000 (2024: £1,801,000).

Off-Piste Brands Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Formal House, 60 St Geroges Place, Cheltenham, England, GL50 3PN.

The group consists of Off-Piste Brands Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; and

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Off-Piste Brands Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. 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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

From time to time, the company operates a bonus scheme to incentivise specific employees. An expense is recognised in profit or loss when the company has a legal or constructive obligation under such arrangements as a result of past events and a reliable estimate of the obligation can be made.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Related parties

The company has taken advantage of exemption under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The amortisation charge for goodwill recognised on consolidation is sensitive to changes in its estimated useful life. The directors have made key assumptions regarding the useful life of goodwill recognised and have determined that it has a useful life of 10 years.

Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

The useful life of goodwill was determined to be 10 years at its inception and is re-assessed at each reporting date and amended as necessary.

The parent company conducts impairment reviews of investments in subsidiaries held in its individual financial statements whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired requires an estimation of the recoverable amount which requires the company to estimate the value in use which is based on future cash flows and a suitable discount factor in order to calculate the present value. Where the actual cash flows are less than expected, an impairment loss may arise. After reviewing the business environment and the company's strategies and past performance of its cash generating units, management concluded that there was no impairment of investments in subsidiaries at the current year end.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The total of key management personnel compensation in the year was £867,000 (2024: £944,000).

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024: 4).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

A rate of 25% (2024: 25%) was used for purposes of considering the effects of deferred taxation.

The total carrying value of tangible fixed assets are pledged as security for the overdraft facilities of the group under a fixed and floating charge.

The total carrying value of intangible assets are pledged as security for the overdraft facilities of the group under a fixed and floating charge.

Details of the company's subsidiaries at 31 March 2025 are as follows:

The total carrying value of stocks are pledged as security for the overdraft facilities of the group under a fixed and floating charge.

The total carrying value of debtors are pledged as security for the overdraft facilities of the group under a fixed and floating charge.

The group is exposed to currency exchange rate risk due to a part of its operating income and expenditure being denominated in foreign currencies. The exposure is monitored and managed by the use of forward foreign exchange contracts.

At the reporting date, the forward foreign exchange contracts are measured at fair value, which represents the difference between the fair value of the forward foreign exchange contracts at the year end forward contract rates and the value of the forward foreign exchange contracts at their respective contracted rates.

The amount in respect of these financial instruments was not material at either the current or prior balance sheet date and has therefore not been recognised within the financial statements.

Debenture loans

Debenture loans with an initial principal value of £3,930,000 have the right to a redemption premium of £3,570,000 and receive interest based on the total of the remaining outstanding principal and redemption premium at 9% per annum, payable quarterly on a simple basis. Repayment of these debenture loans, including their redemption premium, was due in eight biannual instalments of £937,500 commencing January 2025 and ending July 2028, with early repayment allowable by the parent company.

During the current year, following an early repayment of £3,500,000 made by the parent company under the terms of the debenture loan note agreement, the remaining principal and redemption premium amount now totalling £4,000,000 is repayable in eight biannual equal instalments of £500,000 commencing April 2025 and ending July 2028, with early repayment allowable by the parent company.

Also included in debenture loans payable after one year is an amount of £42,000 which is interest free. Repayment of this debenture loan is due July 2028, with early repayment allowable by the parent company.

All debenture loans are unsecured.

The holders of A1 ordinary shares as a class shall be entitled to receive, in priority to the holders of the A2, B, C, D and E ordinary shares, the long-term dividend (as defined in the articles of association). The balance of any profits of the company resolved to be distributed in any financial year or period shall be distributed amongst the holders of the equity shares (as defined in the articles) pro-rata according to the number of equity shares (as defined in the articles) held. The holders of B, C, D and E ordinary shares shall be entitled to receive payment of a dividend equal to the nominal value of the shares of which they are the registered holder.

Equity shares (as defined in the articles) have the right to receive notice of and attend and vote and speak at any general meeting of the company and shall be entitled to vote on any written resolution of the company.

Except where article 3.2.2 applies, on an exit and subject always to the provisions of article 10.11 (Leavers' offered shares, D Leavers' offered shares and E Leavers' offered shares) the exit proceeds will be distributed in the following order and priority:

1. A ordinary shares, Ordinary shares, D ordinary shares and E ordinary shares - any balance of the exit proceeds up to and including the B ordinary threshold;

2. A ordinary shares, Ordinary shares and B ordinary shares (as if one class), D ordinary shares and E ordinary shares - any balance of the exit proceeds in excess of the B ordinary threshold up to and including the C ordinary threshold;

3. A ordinary shares, Ordinary shares, B ordinary shares, C ordinary shares, D ordinary shares and E ordinary shares (as if one class) - any balance of the exit proceeds in excess of the C ordinary threshold.

Any return on a particular class of shares will be made amongst their holders pro-rata as nearly as possible to their respective holdings of shares of that class.

The D ordinary shares are non-redeemable.

After the balance sheet date but before the date of approval of the financial statements, the company purchased 250 of its own Ordinary D shares of 1p each for consideration of £2.50 and subsequently cancelled these shares.

The share premium account represents the total consideration received on issue of shares in excess of their allocated value, net of issue costs.

The other reserve represents the difference between the fair value and nominal value of shares issued to the previous shareholders of the subsidiary acquired by the company as part of a share-for-share arrangement.

Profit and reserves represent the accumulated profits of the group since the company's incorporation less distributions made to shareholders.

At the reporting date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year, the group paid £69,000 (2024: £70,000) to a company that has a participating interest in the group for the provision of Non-Executive Director and other related services. At the year end, £82,000 (2024: £41,000) was outstanding and due to this participating interest and included within trade creditors.

At the reporting date, the group's bank had guaranteed liabilities to HM Revenue and Customs arising in the ordinary course of business of £250,000 (2024: £250,000). After the balance sheet date but before the approval of these financial statements, the group cancelled this guarantee.

The parent company had also pledged a guarantee over banking facilities in a subsidiary undertaking. The maximum extent of this guarantee was £Nil (2024: £Nil).

At the reporting date, neither the company or group had any capital commitments (2024: £Nil).