Company registration number 06781419 (England and Wales)
PILLBOX38 (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PILLBOX38 (UK) LIMITED
COMPANY INFORMATION
Directors
Mr M J Saxton
Mr C Lu
(Appointed 31 May 2025)
Company number
06781419
Registered office
Stancliffe Street
Blackburn
Lancashire
BB2 2QR
Auditor
Pierce C A Limited
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
Business address
Stancliffe Street
Blackburn
Lancashire
BB2 2QR
Bankers
HSBC Bank plc
60 Church Street
Blackburn
Lancashire
BB1 5AS
PILLBOX38 (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
PILLBOX38 (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
The directors present the strategic report for the year ended 31 March 2025.
Review of the business
The activities of the business continue to be the manufacture of e-liquids and import of e-cigarette devices. These products are sold in the UK through e-commerce, bricks and mortar retail and wholesaled to both independent operators, major grocers and convenience chains. The Company has a growing and significant business that is engaged in similar operations in Germany.
During the financial year the business has consolidated the strong growth delivered in the prior financial year, in particular growth in single use vapes plateaued with many consumers moving to more cost effective and less environmental impactful vaping solutions including pods (both 2ml and higher capacity) and open tank refillable solutions. Our owned channels to market have continued to allow consumers to transition to more sustainable products, and strategically advantageous branded product propositions, much earlier than seen in the case of third-party routes to market. These trends enabled the business to be well positioned for the single use ban that came into effect on 1 June 2025.
The simplicity of single use products attracted a significant number of new adult vapers into the category, and our business, allowing a new cohort of smokers to transition to a significantly reduced harm product. The Company has continued to partner with a number of principal brand leaders, whilst at the same time continuing to develop our own Totally Wicked range of branded products, which emulate the single use products, but through a new product set which is more environmentally sustainable, and strategically advantageous.
The anti-smoking charity Action on Smoking and Health (ASH) released the results of their latest survey indicating that there are 5.5m vapers in 2025, a marginal decrease from 2024, with prevalence at 10.4%. However, the survey found that 13% of GB adults continue to smoke with the rate remaining stubbornly at the same level since 2021, not helped by misconceptions about vaping harms with 53% of people who smoke incorrectly believing that vaping is as harmful or more harmful than smoking.
The principal e-commerce sites; totallywicked.co.uk has delivered a stable performance in an increasingly competitive area of the market.
The retail business was in like for like decline during the period under review, driven by a conscious effort to transition consumers from single use vapes. However, gross margin % improved as the product mix moved away from low margin disposable devices.
Totally Wicked remains absolutely committed to its UK retail store portfolio which consisted of 150 (-1 vs March 2024) dedicated vaping stores at the year-end (96 corporate and 54 dedicated resellers). Retail is critical to enabling Totally Wicked to offer the advice and expertise that has and will continue to enable many thousands of successful quit attempts of smokers, and deliver on our purpose of “empowering smokers to transform their lives”. In particular, where we are able to have the consultative dialogue with consumers in store, we have shown a much greater ability to transition consumers away from single use vapes and onto a more environmentally sustainable, and cost-effective solution.
Despite our success in transitioning customers away from single use vapes, we have successfully implemented an industry leading recycling scheme, in conjunction with our principal partner, Wastecare. Wastecare is one of a number of Approved Authorised Treatment Facility (AATF) carrying out treatment on waste electrical and electronic wastes and is the highest standard of licensing available from the Environment Agency for sites that treat WEEE. This ensures that we adhere to our waste obligations as a responsible producer and retailer, but most importantly ensures that for vapers, we have an extremely robust, well communicated and effective scheme in minimising the environmental impact associated with these products, as well as enabling us to recover many of the valuable materials which are contained within.
PILLBOX38 (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Throughout this period, the main advocates of vaping in the UK have remained supportive of the positive benefits of smokers switching to vaping, including Public Health England (now the Office for Health Improvement and Disparities), Department of Health, NHS, Cancer Research UK and the Royal College of Physicians.
However, there has been increasing concern around youth access to vaping products which has been enabled by the proliferation of illegal product, and illegal sales to under 18s, which is exacerbated by the underfunding of trading standards enforcement whom are otherwise doing admirable work, against an ever growing issue. The Tobacco and Vapes Bill is currently making its way through parliament and we estimate may receive Royal Assent in early 2026. The bill will give ministers certain powers most of which will require further consultation and secondary legislation on potential restrictions on flavours, packaging and point of sale, further restrictions on sponsorship and advertising, and a potential new licensing scheme all passing through the parliamentary process.
Government has progressed the implementation of a vaping products duty at a rate of £2.20 per ml of e-liquid from 1 October 2026. The Company has engaged with various HMRC working groups to assist them in delivering an effective duty regime that enables a fair playing field for all participants in the sector.
There are concerns that introducing so many new regulations at once could have the adverse impact of restricting access for smokers and former smokers to vaping products, which may lead to an increase in tobacco use. However, we believe the combination of the licensing scheme and new tobacco vaping duty will lead to a significant increase in HMRC enforcement action to clamp down on illegitimate sellers of vaping products creating a potential significant increased opportunity for legitimate operators such at Totally Wicked.
Principal risks and uncertainties
Sterling experienced stability during the period against the US dollar, with a gradual strengthening of sterling across the period, which reduces the landed cost of many of the Company’s products. Currency fluctuations continue to remain a risk.
The Company is exposed to the risk of exchange rate movements (primarily US$) and from time to time uses exchange rate hedging products to reduce some of this risk. The company does not actively use any other financial instruments as part of its financial risk management.
The UK government has progressed regulation in the sector:
Ban on single use vapes effective from 1 June 2025;
The Tobacco and Vapes Bill currently passing through parliament with Royal Assent expected in early 2026:
Powers to restrict certain flavours and flavour names
Packaging restrictions
Point of sale restrictions
Further advertising and sponsorship restrictions
Consultation for a retailer licensing scheme to cover tobacco and vapes
Vaping Products Duty will be implemented from 1 October 2026 at £2.20 per ml of eliquid
PILLBOX38 (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Key performance indicators
The Company monitors its performance by reference to a number of indicators including:
Turnover
Gross Profit %
Operating Profit
Company turnover fell by 5.72% during the year to £82.3 million. Turnover remained strong across all channels that the business operates, but particularly through our wholesale partners, in both the independent sector and convenience and grocers.
Gross profit increased from £33.0 million to £33.2 million with an improvement in gross profit % from 37.78% to 40.35% driven by better buying and inbound logistics and a strengthening in sterling.
Operating profit increased from £13.5m to £13.7m.
Promoting the success of the company
The directors provide the following statement pursuant to the Companies Act 2006 (as amended by Companies
(Miscellaneous Reporting) Regulations 2018) (the “Act”) to describe how they have acted in accordance with their duty under s.172 of the Act to promote the success of the Company for the benefit of its member(s) as a
whole, and in so doing, how they have had regard to those factors set out in 172 (1) (a) to (f) of the Act during the
financial year.
Furthermore, in compliance with the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the directors
provide the statement which follows to describe how they have engaged with employees, and how they have had
regard to employee interests and the need to foster the company’s business relationships with suppliers, customers and others, an in each case the effect of that regard, including on the principal decisions taken by the company during the financial year.
Section 172 requires Directors to have regard to the following matters, among others, when discharging their duty:
• the likely consequences of any decision in the long term;
• the interests of the company’s employees;
• the need to foster the company’s business relationships with suppliers, customers and others; the impact
of the company’s operations on the community and the environment;
• the desirability of the company maintaining a reputation for high standards of business conduct; and
• the need to act fairly with members of the company.
The Directors are responsible for managing the affairs of the Company to achieve its long-term prosperity by making important decisions, monitoring the underlying performance of the Company, as well as being a means for establishing ethical standards. Understanding the interests of key stakeholders is an important part of the Company’s strategy and helps inform the director's decision making throughout the year.
.............................................
Mr M J Saxton
Director
Date: .............................................
PILLBOX38 (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2025.
Principal activities
The principal activity of the company continued to be that of the manufacture, wholesale and retail of vaping devices and fluids.
Results and dividends
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £10,750,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr F B N Cropper
(Resigned 31 May 2025)
Mr M J Saxton
Mr C Lu
(Appointed 31 May 2025)
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The company's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
Energy and carbon report
Below is a brief outline of the methodology used to produce the various figures and identified opportunities for Pillbox38 (UK) Limited.
This methodology provides standardised results allowing more effective benchmarking. Carbon emissions are measured as CO2e which includes secondary contributors such as transmission losses and other greenhouse gases rather than simply CO2.
Data was collected in respect of all energy usage from company offices, retail outlets and all passenger transport fuel.
2025
Energy consumption
kWh
Aggregate of energy consumption in the year
1,546,867
PILLBOX38 (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
2025
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
27.15
- Fuel consumed for owned transport
68.36
95.51
Scope 2 - indirect emissions
- Electricity purchased
281.15
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
40.16
Total gross emissions
416.82
Intensity ratio
Tonnes CO2e per £ turnover
0.0000051
Quantification and reporting methodology
The group has followed the HM Government Environmental Reporting Guidelines. Methodology was in accordance with UK Government CHG Conversion Factors and referenced with Environmental Reporting Guidelines. A new set of conversion factors is published each year, reflecting changes in relevant influences such as energy generation mix in the UK grid.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £ turnover.
Measures taken to improve energy efficiency
Group electricity is supplied predominantly (in excess of 90% of all consumption) by Shell energy who use renewable sources such as wind, solar and biomass. Shell electricity is certified by renewable Energy Guarantees of Origin (REGOs), which guarantees that for every unit of electricity used, a unit of renewable electricity is put into the grid by renewable generators in the UK.
All group lighting is LED, and we are currently investigating the installation of solar panels at our Head Office site.
We have introduced a salary sacrifice electric car scheme to all employees, to enable them to lease an electric car, and have installed electric charging points at our two main office sites.
Statement of disclosure to auditor
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.
On behalf of the board
Mr M J Saxton
Director
11 December 2025
PILLBOX38 (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
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;
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 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.
PILLBOX38 (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PILLBOX38 (UK) LIMITED
- 7 -
Opinion
We have audited the financial statements of Pillbox38 (UK) Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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.
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.
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.
PILLBOX38 (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PILLBOX38 (UK) LIMITED
- 8 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:
The nature of the industry and the company’s control environment.
Results of our enquiries of management.
The company’s procedures and controls on compliance with laws and regulations and the risks of fraud.
Discussions among the audit engagement team concerning potential indicators of fraud.
We are also required to perform specific procedures to respond to the risk of management override.
As a result of our audit procedures we did not identify a material risk of fraud or other non-compliance with laws and regulations.
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.
PILLBOX38 (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PILLBOX38 (UK) LIMITED
- 9 -
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Simon Diggle (Senior Statutory Auditor)
For and on behalf of Pierce C A Limited
23 December 2025
Statutory Auditor
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
PILLBOX38 (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
82,370,373
87,366,034
Cost of sales
(49,135,940)
(54,361,194)
Gross profit
33,234,433
33,004,840
Administrative expenses
(19,494,641)
(19,475,956)
Other operating income
197
Operating profit
4
13,739,792
13,529,081
Interest receivable and similar income
7
165,723
244,081
Interest payable and similar expenses
8
(32,148)
(688)
Profit before taxation
13,873,367
13,772,474
Tax on profit
9
(3,535,725)
(3,321,610)
Profit for the financial year
10,337,642
10,450,864
The profit and loss account has been prepared on the basis that all operations are continuing operations.
PILLBOX38 (UK) LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
4
4
Tangible assets
12
2,089,415
2,171,559
2,089,419
2,171,563
Current assets
Stocks
13
9,279,576
6,356,567
Debtors
14
11,594,105
11,419,283
Cash at bank and in hand
9,281,746
8,739,051
30,155,427
26,514,901
Creditors: amounts falling due within one year
15
(9,522,382)
(5,487,317)
Net current assets
20,633,045
21,027,584
Total assets less current liabilities
22,722,464
23,199,147
Provisions for liabilities
Deferred tax liability
16
171,559
235,884
(171,559)
(235,884)
Net assets
22,550,905
22,963,263
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
22,550,805
22,963,163
Total equity
22,550,905
22,963,263
The financial statements were approved by the board of directors and authorised for issue on 11 December 2025 and are signed on its behalf by:
Mr M J Saxton
Director
Company registration number 06781419 (England and Wales)
PILLBOX38 (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2023
100
17,862,299
17,862,399
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
10,450,864
10,450,864
Dividends
10
-
(5,350,000)
(5,350,000)
Balance at 31 March 2024
100
22,963,163
22,963,263
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
10,337,642
10,337,642
Dividends
10
-
(10,750,000)
(10,750,000)
Balance at 31 March 2025
100
22,550,805
22,550,905
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
1
Accounting policies
Company information
Pillbox38 (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Stancliffe Street, Blackburn, Lancashire, BB2 2QR.
1.1
Accounting convention
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.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This 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:
The financial statements of the company are consolidated in the financial statements of Totally Wicked Holdings Limited. These consolidated financial statements are available from the company's registered office.
1.2
Going concern
The directorstrue are not aware of any material uncertainties affecting the company and consider that the company will have sufficient resources to continue trading for the foreseeable future. As a result the directors have continued to adopt the going concern basis in preparing the financial statements.
1.3
Turnover
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.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Land and buildings Leasehold
25% on cost
Plant and machinery
25% on cost
Fixtures, fittings & equipment
25% on cost
Computer equipment
25% on cost
Motor vehicles
25% on cost
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.
1.6
Impairment of fixed assets
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.
1.7
Stocks
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.
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.
1.8
Cash and cash equivalents
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.
1.9
Financial instruments
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
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.
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
Other financial assets
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.
Impairment of financial assets
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.
Derecognition of financial assets
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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial 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.
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
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.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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
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.
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 assets and liabilities are not discounted.
1.12
Employee benefits
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.14
Leases
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 leases asset are consumed.
1.15
Foreign exchange
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not believe that there are any accounting policies that would be likely to produce materially different results should there be a change to the underlying judgements, estimates and assumptions
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2025
2024
£
£
Turnover analysed by class of business
Web and phone
13,232,746
13,527,052
Retail
17,926,963
18,008,417
Wholesale
51,210,664
55,830,565
82,370,373
87,366,034
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
81,910,426
87,069,899
Europe
171,413
117,241
Rest of World
288,534
178,894
82,370,373
87,366,034
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
3
Turnover and other revenue
(Continued)
- 18 -
2025
2024
£
£
Other revenue
Interest income
165,723
244,081
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
179,131
116,154
Depreciation of owned tangible fixed assets
1,009,771
918,620
Loss on disposal of tangible fixed assets
4,925
-
Operating lease charges
1,740,903
1,626,602
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
13,000
11,500
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Directors
2
2
Management and sales
420
370
Total
422
372
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
10,497,464
9,290,148
Social security costs
867,517
766,904
Pension costs
244,043
213,040
11,609,024
10,270,092
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
165,723
244,081
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
32,148
688
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
3,542,092
3,242,292
Adjustments in respect of prior periods
65,304
57,957
Benefit arising from a previously unrecognised tax loss or credit
(7,346)
Total current tax
3,600,050
3,300,249
Deferred tax
Origination and reversal of timing differences
(64,325)
21,361
Total tax charge
3,535,725
3,321,610
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:
2025
2024
£
£
Profit before taxation
13,873,367
13,772,474
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
3,468,342
3,443,119
Tax effect of expenses that are not deductible in determining taxable profit
10,989
21,145
Adjustments in respect of prior years
65,304
57,957
Group relief
(1,564)
(206,329)
Deferred tax adjustments in respect of prior years
(7,346)
5,718
Taxation charge for the year
3,535,725
3,321,610
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
10
Dividends
2025
2024
£
£
Interim paid
10,750,000
5,350,000
11
Intangible fixed assets
Goodwill
£
Cost
At 1 April 2024 and 31 March 2025
4
Amortisation and impairment
At 1 April 2024 and 31 March 2025
Carrying amount
At 31 March 2025
4
At 31 March 2024
4
12
Tangible fixed assets
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 April 2024
1,950,990
1,315,150
2,805,946
809,542
201,219
7,082,847
Additions
235,429
73,820
497,988
125,315
932,552
Disposals
(37,142)
(45,044)
(48,092)
(24,909)
(155,187)
At 31 March 2025
2,149,277
1,388,970
3,258,890
886,765
176,310
7,860,212
Depreciation and impairment
At 1 April 2024
1,453,664
1,003,806
1,780,865
565,843
107,110
4,911,288
Depreciation charged in the year
235,988
145,455
483,047
106,461
38,820
1,009,771
Eliminated in respect of disposals
(36,689)
(40,572)
(48,092)
(24,909)
(150,262)
At 31 March 2025
1,652,963
1,149,261
2,223,340
624,212
121,021
5,770,797
Carrying amount
At 31 March 2025
496,314
239,709
1,035,550
262,553
55,289
2,089,415
At 31 March 2024
497,326
311,344
1,025,081
243,699
94,109
2,171,559
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
13
Stocks
2025
2024
£
£
Finished goods and goods for resale
9,279,576
6,356,567
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
6,686,296
5,235,129
Amounts owed by group undertakings
3,804,504
4,439,792
Other debtors
521,484
1,235,034
Prepayments and accrued income
581,821
509,328
11,594,105
11,419,283
As at 31 March 2025 the company was owed £3,326,041 (2024 - £3,461,733) by Totally Wicked E-liquid (Europe) GmbH, a fellow group undertaking. The loan is secured over the borrower's trade receivables and stock.
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
2,202,502
1,783,721
Amounts due to fellow group undertakings
318,466
234,216
Corporation tax
367,405
Other taxation and social security
1,592,516
1,534,507
Accruals and deferred income
5,041,493
1,934,873
9,522,382
5,487,317
16
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
171,559
235,884
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
16
Deferred taxation
(Continued)
- 22 -
2025
Movements in the year:
£
Liability at 1 April 2024
235,884
Credit to profit or loss
(64,325)
Liability at 31 March 2025
171,559
The deferred tax liability set out above is expected to reverse within four years and relates to accelerated capital allowances that are expected to mature within the same period.
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
244,043
213,040
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.
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
19
Financial commitments, guarantees and contingent liabilities
This company, together with fellow group companies, has provided its bankers with a multilateral guarantee. At the balance sheet date an amount of £5,000,000 (2024 - £8,333,333) was outstanding in respect of this guarantee.
This company, together with fellow group companies, has provided a guarantee in favour of Mr F B N Cropper as Security Trustee which is secured over the assets of this and fellow group companies. At the balance sheet date the outstanding amount in respect of this guarantee was £11,162,853 (2024 - £19,755,334).
PILLBOX38 (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
20
Operating lease commitments
As lessee
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:
2025
2024
£
£
Within 1 year
1,165,131
1,037,967
Years 2-5
1,053,163
964,328
2,218,294
2,002,295
The company also has non-contractual commitments for rental payments for two properties out of which it trades, being Stancliffe Street, Blackburn and the retail premises in Wigan. During the year the company paid rentals for the occupation of these premises amounting to £135,000 (2024 - £135,000).
The company is party to a Licence Agreement which can only be terminated by the Licensor. The annual commitment under this Licence Agreement is £825,000 (2024 - £825,000).
21
Events after the reporting date
Subsequent to the balance sheet date, the company has declared dividends of £5.8m.
Subsequent to the balance sheet date, this company's ultimate holding company, Totally Wicked Holdings Limited, sold a majority shareholding to Wittyace UK Holding Limited.
22
Ultimate controlling party
The ultimate controlling party is Totally Wicked Holdings Limited.
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