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

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 group has a growing and increasingly 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 group 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 two principal UK e-commerce sites; totallywicked.co.uk and theelectroniccigarettecompany.co.uk and our German website totallywicked.de have 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.

The distribution division, UK Vapour Brands delivered a stable year in an increasingly competitive wholesale environment which is impacted by illicit product competition. The ongoing investment made into UKVB’s principal ecommerce operation (theelectroniccigarettcompany.co.uk) enabled it to continue to attract new customers and deliver stable revenues.

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 18 year olds, 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 group 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.

The shareholders of the group entered into an agreement to sell a majority stake to Wittyace UK Holding Limited. This transaction completed on 31 May 2025. The new ownership structure will give the group greater access to product development and manufacturing capabilities.

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 group’s products. Currency fluctuations continue to remain a risk.

The Group 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 Group repaid its loan facility from HSBC Bank Plc in June 2025 following the transaction outlined above. Other credit facilities continue to be provided in the form of various vendor loan notes provided by existing and former shareholders.

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

The Group monitors its performance by reference to a number of indicators including:

• Turnover

• Gross Profit %

• Operating Profit

Group turnover decreased by 2.2% during the year to £115.5 million.

Gross profit decreased from £40.8 million to £40.5 million, due to the decrease in revenues, and an improvement in gross profit % from 34.5% to 35.13% driven by better buying and inbound logistics and a strengthening in sterling.

Operating Profit increased from £8.5 million in the prior year to £9.6 million.

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.

On behalf of the board

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

The principal activity of the company is that of a holding company.

The principal activity of the group is that of the manufacture, wholesale and retail of electronic nicotine devices and fluids.

The results for the year are set out on page 11.

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

No preference 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:

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 group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, 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 group'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.

Below is a brief outline of the methodology used to produce the various figures and identified opportunities for Totally Wicked Holdings 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.

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.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £ turnover.

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.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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

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 group’s control environment.

• Results of our enquiries of management.

• The group’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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £11,242,734 (2024 - £15,742,310 profit).

Totally Wicked Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Stancliffe Street, Blackburn, Lancashire, BB2 2AQ.

The group consists of Totally Wicked Holdings Limited and all of its subsidiaries.

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

The financial statements are prepared in sterling, which is the functional currency of the company.

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

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

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries are accounted for at cost less impairment.

The consolidated financial statements incorporate those of Totally Wicked Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during a year are consolidated using merger accounting. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 March 2025.

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

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

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 15 years.

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:

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

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

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

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

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

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

At each reporting period end date, the group 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).

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

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

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

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

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

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction.

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

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

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

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are recognised at transaction price.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The directors have determined that the expected useful life of the goodwill is 15 years and as a result the cost of goodwill is being amortised over this period.

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

Their aggregate remuneration comprised:

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:

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

Registered office addresses (all UK unless otherwise indicated):

The bank loan was secured by a fixed and floating charge over all of the current and future assets of the group.

Included in Other creditors is an amount of £11,162,853 (2024 - £19,755,334) which is the balance outstanding in relation to the V1 and V2 Loan notes.

The group has provided a guarantee in favour of Mr F B N Cropper as Security Trustee which is secured over the assets of group companies. At the balance sheet date the outstanding amount in respect of this guarantee was £11,162,853 (2024 - £19,755,334).

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

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

During the year, the Ordinary A1 shares of £1 each were redesignated as Ordinary A1 shares of 0.00001p each.

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

During the year, the group operated a loan account with a director of a subsidiary company. Interest is charged on the loan at 2.25%. At the balance sheet date the company was owed £525,000 (2024 - £525,000).

During the year the company was ultimately controlled by its directors.