The directors present the strategic report for the year ended 31 December 2024.

The Company owns and operates two environmentally, ethically, and socially conscious clothing brands for women at different but meaningful times in their lives; Baukjen and Isabella Oliver during pregnancy.

A Company with beliefs, values, and a purpose to do more for a sustainable future, the team cares deeply about the planet and people, championing slow fashion and campaigning for change. The Company is determined to drive lasting positive change by:

• remaining a leader in circular fashion through innovations, sustainable practices, recycling of garments and fabrics, and collaborating with the sector through its memberships of The Fashion Pact, Textile Exchange, the Climate Pledge, and UN Fashion Charter, amongst other industry partnerships. The Directors are pleased that the Company’s accomplishments in this area were in 2021 rewarded by the UN Global Climate Action Award, a fashion first

• ensuring Living Wage salaries for their team and seeking the same across their supply chain; giving back to the community and donating to charities. The team is proud that the Company is a Certified B Corporation, scoring an unprecedented 153.6 points by BCorp (a 42% increase), making it globally the highest scoring fashion SME, just behind the behemoth Patagonia.

The Company has been distinguished as a ‘Best For the World’ B Corp in the category ‘Governance’, recognising that we ranked in the top 5% globally of all B Corps.

The Company has committed to the Science Based Target initiative (SBTi) and uses the United Nations Sustainable Development Goals (SDGs) framework to continuously assess its impact in the world. The Directors are proud of the many achievements throughout the year including the Company’s continued involvement and certification under the B Corporation standards, increasing their score by 42%, and receiving 4 Impact Business Models which only top performers can unlock. The Company’s environmental performance has been largely driven using lower impact fibres, with the use of responsibly sourced materials in the collections increasing from 60% in 2020 to 98.5% in 2024. For transparency, the Directors share an Annual Impact Report and quarterly updates on the brand’s websites or socials.

The brands and products are loved by the press and customers with the brands consistently being rated as ‘Excellent’ on Trustpilot. There is a strong recognition amongst their customers and the press of the purpose, and leadership of our brands.

During 2024 the Company launched with Marks & Spencer which is rapidly becoming a key strategic partner.

The focus in 2024 was foremost securing sufficient stock supplies to meet the demand for the brands and improving the margins. Gross profit margin increased by 12%, overheads decreased by 10% and marketing was by 13% of revenue and still the company realised significant top line growth and healthy EBITDAs in a difficult market. The company is in a good position to benefit from these healthy KPIs while driving further growth in sales.

The Directors are confident about the Company’s strategy, its operational leverage and the team’s proven resilience and ability to adapt to volatile environments.

Consistent with the reporting recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB), the Directors have below in specific highlighted governance, strategy, risk management, and metrics and targets of environment related aspects.

Environment Related Governance

The Company has embedded environmental governance into every aspect of its business, from the work of most teams to upper management and board of Directors. To manage the implementation of best practices and ensure the necessary work for attainment of targets, the Company has a formal structure for environmental reporting. According to this structure, the Board of Directors meets bi-monthly and oversees strategy and progression towards targets; the CEO supervises the implementation of the agreed upon strategy and approves internal and external reporting; the Sustainability team is responsible for the everyday management and implementation of all aspects of ESG.

Environment Related Strategy

The Company’s strategy is underpinned by a focus on circular economy principles and aligns with guidelines from Ellen MacArthur foundation and the Ecological Ceiling and Social Foundation outlined by Kate Raworth in Doughnut Economics. Scenario analysis details various climate-related risks and opportunities, types of operational and financial risks and opportunities associated, as well as current and future actions.

All businesses face a range of risks and uncertainties, being subject to hazards from internal and external sources. The Company undertakes regular financial, strategic, operational and ESG risk assessments, and the likelihood and significance of risk factors are considered to ensure risk mitigation.

At the signing of this report, the following risks stand out:

• consumer confidence and disposable income, which can be further exacerbated by interstate conflicts

• inflation and general increase in cost of raw materials, which is being addressed by purchasing more bulk fabric

• disruption and delays at production sites

• the world missing the ‘1.5-degree pathway’.

Management aims to minimise the risk the Company faces by nurturing and maintaining strong relationships with its stakeholders, developing a broad, balanced client base across both brands, and lead by example on ESG related aspects. Clear risk assessment and strong financial and operational management, combined with an agile work culture is essential to control and manage the Company’s existing business, retain key staff and balance current development with future growth plans.

The Directors use various measures to assess the performance of the Company. The Directors consider Net Sales, Productivity, EBITDA, Customer Satisfaction, and a mix of metrics reflecting its Carbon Emissions, Water Use and Uptake of Responsible Fibres to be the key performance indicators in their ability to monitor the Company’s strategic and operational effectiveness.

Environment Related Metrics and Targets

Carbon Emissions are measured across Scopes 1, 2 and 3, according to GHG Protocol and are externally reported to the Textile Exchange Benchmark Report, Fashion Pact and B Corp. Water Use is also measured across our own operations and Purchased Products. The environmental impact of garments is calculated using Worldly’s Higg Materials Sustainability Index, a database of fabric, trim and packaging LCAs spanning Raw Material Source through the production line to fabric.

The Company is striving for continuous reduction of its environmental impact on the planet, having set ambitious internal and external targets. As the result of some supply chain challenges, the Company has seen its footprint increase slightly over the year of 2024 in the areas of Carbon Emissions and Water Use.

• CO2 emissions per unit purchased in 2024 were 5% lower from benchmark year 2020, though they have increased 10% from previous year. The Directors remain proud to have achieved an exceptionally low average of 78 tonnes of CO2e per £m Net Sales.

• Water use per unit purchased has decreased by 6% since 2020.

• The use of responsible fibres was 98.5%, meaning that virtually all fibres purchased in 2024 were responsibly sourced. The Company defines ‘responsible’ as sourced with ethical and environmental considerations, seeking to limit any negative impacts that can be caused by the material in question. The underlaying classification of materials is aligned with the Preferred Fibres Index by Textile Exchange.

• The Company classifies a garment as responsibly sourced if at least 70% of its materials have been sourced in this considered manner. The Directors are pleased that the Company remains above this threshold for 100% of items in the collections, further cementing the Company’s position as industry leaders.

• The Company has instigated and finalised several innovative projects across multiple business operations that seek sustainable developments in science and technology. This includes introducing dyeing auxiliary technology that has enabled a reduction of carbon dioxide by 30% and locating wool yarn that has approximately 80% lower kgCO2e emissions to conventional wool.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of retailer of environmentally, ethically and socially conscious clothing for women.

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

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

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 company’s auditor 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 company’s auditor is aware of that information.

During the year the company has carried out research and development activities. The research and development activities were developing more sustainable materials and procedures in the course of business activities.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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 company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

We have audited the financial statements of Izzie & Ollie Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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 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.

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 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.

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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including

fraud.

As part of our planning process:

· We enquired of management the systems and controls the company has in place, the areas of the financial

statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known,

suspected or alleged fraud.

· We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined

that the following were most relevant: FRS 102, Companies Act 2006, health and safety and employment law.

· We considered the incentives and opportunities that exist in the company, including the extent of management

bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment

accordingly.

· Using our knowledge of the company, together with the discussions held with the company at the planning stage,

we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures

according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

· Identifying and testing journal entries and the overall accounting records, in particular those that were significant

and unusual.

· Reviewing the financial statement disclosures and determining whether accounting policies have been

appropriately applied.

· Reviewing and challenging the assumptions and judgements used by management in their significant accounting

estimates, in particular in relation to depreciation and impairment of fixed assets.

· Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

· Testing key revenue lines, in particular cut-off, for evidence of management bias.

· Obtaining third-party confirmation of material bank balances.

· Reviewing other documentation for irregularities including fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance

with laws and regulations is from the events and transactions reflected in the financial statements, the less likely

we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than

the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,

forgery or intentional misrepresentations, or through collusion

A further description of our responsibilities 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.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Izzie & Ollie Limited is a private company limited by shares incorporated in England and Wales. The registered office is Labs Atrium, The Stables Market, Chalk Farm Road, London, England, NW1 8AH.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

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

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

The company recognises revenue from the following major sources:

• Retail sales of clothes

• Concession sales of clothes

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when all 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 likely 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.

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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Both trademark and valuation alignment intangibles are considered to have unlimited lifespans, and are therefore not subject to amortisation. The values of these intangibles is continuously monitored, and adjustments to the values are made when appropriate, in accordance with market conditions.

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 credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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 company 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 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, 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 company 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 company 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 company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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 company’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 when the company has 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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.

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.

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.

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.

Exceptional costs relate to adjustments to the company's intangible assets, as laid out note 11 to the financial statements.

Other non-audit services includes preparing the company accounts. Appropriate safeguards were in place to retain full independence during the audit.

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

Their aggregate remuneration comprised:

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

More information on impairment movements in the year is given in note .

The company is continuously monitoring the relationship between the book value of its net assets and the market expectation of their values. Where there is a difference, in order to maintain a close alignment with the book and a market valuation of the assets, management applies a gradual recognition policy whereby a maximum of 10% of the difference is released to the balance sheet each month.

The adjustment is deemed to remain an intangible asset, held under the title of "Valuation Alignment". The amount reflects a reasonable market estimate of the company's assets, that is deemed externally supportable. The approach by management ensures that the net assets does not exceed 10% of the latest independently evidenced market value while avoiding recognition of internally generated goodwill.

The policy does not involve the capitalisation of internally generated goodwill, rather being a reflection on the company's assets by external market conditions. Furthermore, due to this factor, amortisation is not considered appropriate, rather having an unlimited lifespan.

Bank loans and overdrafts

On 4 December 2024 Izzie & Ollie Limited entered into a receivables purchase agreement with Shopify. The amount was agreed was £465,000 and this amount has been repaid in full since the year end.

Bank loans and overdrafts

Included in non-current other creditors is the following:

On 20 April 2023 Izzie & Ollie Limited entered into a loan agreement with Capshore Partners, a company registered in England and Wales. The initial loan amount was £100,000 followed by further loan amounts of £50,000, £210,000, £210,000 and £78,992. The interest rate is 15% and it is due for repayment in full the Business Day after receipt by the Company from the Lender of a notice requiring repayment.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The number of shares indicated above has been rounded to the nearest 1,000. The exact number of shares in existence is 151,767 (2023: 150,358).

On 18 March 2024 Helion, Lda paid €200,000 to acquire 1,409 shares at a value of £0.10 per share.

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

During the year the company entered transactions with its directors, in which the directors have loaned money to the company. The loan from Geoffroy van Sonsbeeck is a zero interest loan, repayable on demand.

The loan from Nadia Crandall includes an at arm's-length loan of £525,000, charged at an interest rate of 22% per annum. This is repayable in upon demand.