REGISTERED NUMBER: 07996306 (England and Wales)

AG1 UK ENTERPRISE LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

to

4

Report of the Independent Auditors

5

to

8

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

to

21

DIRECTORS:

Ms R Jaggard

Ms K Cole

REGISTERED OFFICE:

22-24 Harborough Road

Kingsthorpe

Northampton

NN2 7AZ

REGISTERED NUMBER:

07996306 (England and Wales)

AUDITORS:

Phipps Henson McAllister

Chartered Accountants

and Statutory Auditors

22-24 Harborough Road

Kingsthorpe

Northampton

NN2 7AZ

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

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the 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 and uncertainties we face.

We consider our key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, profits and return on capital employed.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal financial risks faced by the company and the company's objectives and policies in relation to those risks are as follows:-

CASH FLOW RISK

The company closely monitors and manages its cash flow. Cash flow forecasts are prepared with the objective of alerting the directors to potential future risks. It is the company's policy to ensure that adequate cash funds are available at all times to meet all outgoings.

CREDIT RISK

Credit risk is the financial exposure generated by the potential default of third parties in fulfilling their obligations. Credit risk arises for the company if it is unable to recover sums due from customers. Setting maximum levels of credit tolerance for more significant customers and regularly reviewing these levels mitigate this.

KEY PERFORMANCE INDICATORS

We consider our key performance indicators are those that communicate the financial performance and strength of the company, these being turnover, net profit after tax and net assets..

Turnover was £19,404,701. We cannot compare to the previous 15 month period.

Operating profit was £123,441 (2024: £668,278). Profit after taxation is £16,083 (2024 - £490,974).

Net assets have improved to £964,742 from £543,045 as a result of retained earnings and an increase in the share option reserve that relates to share options granted in the parent company..

ON BEHALF OF THE BOARD:

Ms K Cole - Director

8 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of online retail of dietary supplements.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

Ms R Jaggard has held office during the whole of the period from 1 April 2024 to the date of this report.

Other changes in directors holding office are as follows:

C M Ashenden - resigned 17 January 2025

Ms K Cole - appointed 17 January 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Phipps Henson McAllister, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms K Cole - Director

8 December 2025

Opinion

We have audited the financial statements of AG1 UK Enterprise Ltd (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

-

We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, Bribery Act 2010, Money Laundering Regulations and UK corporate taxation laws.

-

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of board minutes and other papers.

-

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

-

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

-

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

-

challenging assumptions and judgments made by management in its significant accounting estimates;

-

identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and

-

assessing the extent of compliance with the relevant laws and regulations.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from an error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

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

Use of our report

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

Stuart Armstrong FCCA (Senior Statutory Auditor)

for and on behalf of Phipps Henson McAllister

Chartered Accountants

and Statutory Auditors

22-24 Harborough Road

Kingsthorpe

Northampton

NN2 7AZ

8 December 2025

TURNOVER

19,404,701

26,197,618

Cost of sales

8,355,650

10,732,112

GROSS PROFIT

11,049,051

15,465,506

Administrative expenses

10,925,610

14,797,228

OPERATING PROFIT

5

123,441

668,278

Interest receivable and similar income

43,422

-

166,863

668,278

Interest payable and similar expenses

6

8,276

23,611

PROFIT BEFORE TAXATION

158,587

644,667

Tax on profit

7

142,504

153,693

PROFIT FOR THE FINANCIAL YEAR

16,083

490,974

CURRENT ASSETS

Stocks

9

1,466,287

2,619,759

Debtors

10

38,037,405

17,642,218

Cash at bank and in hand

1,048,258

2,372,912

40,551,950

22,634,889

CREDITORS

Amounts falling due within one year

11

39,587,208

22,091,844

NET CURRENT ASSETS

964,742

543,045

TOTAL ASSETS LESS CURRENT LIABILITIES

964,742

543,045

CAPITAL AND RESERVES

Called up share capital

12

1,000

1,000

Share option reserve

13

434,692

29,078

Retained earnings

13

529,050

512,967

SHAREHOLDERS' FUNDS

964,742

543,045

The financial statements were approved by the Board of Directors and authorised for issue on 8 December 2025 and were signed on its behalf by:

Ms K Cole - Director

Called up

Share

share

Retained

option

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1,000

21,993

-

22,993

Changes in equity

Total comprehensive income

-

490,974

-

490,974

Credit relating to equity settled share based payments

-

-

29,078

29,078

Balance at 31 March 2024

1,000

512,967

29,078

543,045

Changes in equity

Total comprehensive income

-

16,083

-

16,083

Credit relating to equity settled share based payments

-

-

405,614

405,614

Balance at 31 March 2025

1,000

529,050

434,692

964,742

Cash flows from operating activities

Cash generated from operations

1

(1,629,306

)

(6,390,086

)

Interest paid

(8,276

)

(23,611

)

Share based payments

405,614

29,078

Tax paid

(136,108

)

-

Net cash from operating activities

(1,368,076

)

(6,384,619

)

Cash flows from investing activities

Interest received

43,422

-

Net cash from investing activities

43,422

-

Decrease in cash and cash equivalents

(1,324,654

)

(6,384,619

)

Cash and cash equivalents at beginning of year

2

2,372,912

8,757,531

Cash and cash equivalents at end of year

2

1,048,258

2,372,912

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

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Profit before taxation

158,587

644,667

Depreciation charges

-

298

Finance costs

8,276

23,611

Finance income

(43,422

)

-

123,441

668,576

Decrease/(increase) in stocks

1,153,472

(869,980

)

Increase in trade and other debtors

(255,391

)

(327,125

)

Decrease in trade and other creditors

(2,650,828

)

(5,861,557

)

Cash generated from operations

(1,629,306

)

(6,390,086

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

1,048,258

2,372,912

Period ended 31 March 2024

31/3/24

1/1/23

£

£

Cash and cash equivalents

2,372,912

8,757,531

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

2,372,912

(1,324,654

)

1,048,258

2,372,912

(1,324,654

)

1,048,258

Total

2,372,912

(1,324,654

)

1,048,258

1.	STATUTORY INFORMATION

AG1 UK Enterprise Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

In accordance with Group reporting requirements, the Company extended its reporting date from December 2023 to March 2024. Comparative amounts are not entirely comparable.

Related party exemption

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Computer equipment

-

Straight line over 3 years

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

To be able to prepare financial statements in accordance with FRS102, the Directors must make certain estimates and judgements that have an impact on the policies and the amounts reported in the annual accounts. The estimates and judgement are based on historical experiences and other factors including expectations of future events that are believed to be reasonable at the time such estimates and judgements are made. Actual experience may vary from these estimates.

The estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period.

4.	EMPLOYEES AND DIRECTORS

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Wages and salaries

1,386,121

511,646

Social security costs

169,248

38,358

Other pension costs

14,067

2,372

1,569,436

552,376

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

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

Directors

1

1

Operations

6

2

7

3

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Directors' remuneration

12,150

15,000

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Other operating leases

1,128

-

Depreciation - owned assets

-

298

Auditors' remuneration

14,544

14,112

Foreign exchange differences

(392,432

)

(401,722

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Tax Penalties and Interest

8,276

23,611

7.

TAXATION

Analysis of the tax charge

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

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Current tax:

UK corporation tax

142,504

153,693

Tax on profit

142,504

153,693

UK corporation tax has been charged at 25% (2024 - 23.80%).

Reconciliation of total tax charge included in profit and loss

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

PERIOD

1/1/23

YEAR ENDED

TO

31/3/25

31/3/24

£

£

Profit before tax

158,587

644,667

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 23.800%)

39,647

153,431

Effects of:

Expenses not deductible for tax purposes

1,453

189

Depreciation in excess of capital allowances

-

73

Adjustment in respect of equity settled share based payments

101,404

-

Total tax charge

142,504

153,693

8.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 April 2024

and 31 March 2025

1,304

DEPRECIATION

At 1 April 2024

and 31 March 2025

1,304

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

-

9.

STOCKS

2025

2024

£

£

Stocks

1,466,287

2,619,759

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

296,922

466,201

Amounts owed by group undertakings

37,319,147

16,822,578

Other debtors

59,525

1,021

Prepayments

361,811

352,418

38,037,405

17,642,218

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

464,920

556,276

Amounts owed to group undertakings

37,071,548

19,614,286

Corporation tax

145,600

139,204

Social security and other taxes

-

25,521

VAT

859,464

892,959

Accruals and deferred income

1,045,676

863,598

39,587,208

22,091,844

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

1

1,000

1,000

13.

RESERVES

Share

Retained

option

earnings

reserve

Totals

£

£

£

At 1 April 2024

512,967

29,078

542,045

Profit for the year

16,083

-

16,083

Credit relating to equity settled share based payments

-

405,614

405,614

At 31 March 2025

529,050

434,692

963,742

Retained earnings represent accumulated profits and losses.

Other reserves is £434,692 (2024 - £29,078) in respect of share options in the parent company granted to certain employees. See note 16 for details.