REGISTERED NUMBER: 06668640 (England and Wales)

Group Strategic Report,

Report of the Director and

Unaudited

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

MTP Invest Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Consolidated Income Statement

5

Consolidated Other Comprehensive Income

6

Consolidated Balance Sheet

7

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTOR:

S Popovic

REGISTERED OFFICE:

112c High Street

Hadleigh

Suffolk

IP7 5EL

REGISTERED NUMBER:

06668640 (England and Wales)

ACCOUNTANTS:

Connolly Accountants & Business Advisors Ltd

Chartered Certified Accountants

The Stable Yard

25-33 Vicarage Road

Stony Stratford

Milton Keynes

Buckinghamshire

MK11 1BN

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Throughout the 2024 financial year, the Group continued to operate in a challenging trading environment. Overall performance remained under pressure compared to the prior year, reflecting sustained competitive intensity within the European e-commerce sector and reduced efficiency in certain marketing channels.

Competitive pricing pressure and elevated customer acquisition costs continued to impact revenue and margins. In addition, inflationary pressures resulted in higher operating costs across logistics, software subscriptions and third-party services.

In response, management focused on operational restructuring and cost containment during the year. Several non-core foreign subsidiaries were closed, and operations were further consolidated in Denmark to reduce administrative overheads and improve financial control.

During 2024, the Group successfully renegotiated key supplier agreements, including shipping rates and card payment processing fees. These initiatives contributed to lower variable costs and supported improved profitability.

A key operational change during the year was the relocation of all inventory from Poland to Denmark. This resulted in a simplified logistics structure, reduced cross-border handling and faster delivery times for customers, which positively impacted customer experience and operational efficiency.

By the final quarter of 2024, the combined effect of cost reductions, improved supplier terms, and more disciplined marketing spend began to show positive results. Trading performance showed signs of stabilisation towards year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in a competitive and fast-moving digital retail environment and is exposed to risks including competitive pressure, foreign exchange exposure, supply chain disruption, platform dependency, and macroeconomic uncertainty. These risks are actively monitored and managed by the Group, including but not limited to:

Competitive Risk: The entry of large-scale international competitors like Temu has significantly increased pricing pressure and customer acquisition costs. Sustained competition from such players may continue to impact market share and margins.

Foreign Exchange Risk: As the Group operates across multiple countries, it is exposed to fluctuations in currency exchange rates, particularly between the Danish krone (DKK), euro (EUR), and Polish zloty (PLN). While the centralization of operations in Denmark has reduced some exposure, residual risk remains.

Operational and Supply Chain Risk: Moving inventory to Denmark has reduced complexity, but any disruption in the supply chain (e.g. customs delays, logistics provider issues) could affect service delivery and customer satisfaction.

Technology and Platform Risk: A significant portion of the Group’s traffic and sales depends on third-party platforms (Google, Facebook, etc.). Changes in their algorithms or advertising policies can have material effects on performance.

Macroeconomic Uncertainty: Inflationary pressures, changing consumer confidence, and geopolitical developments may influence costs and customer behaviour across our markets.

The Group continuously monitors these risks and adapts its operations to mitigate their impact.

KEY PERFORMANCE INDICATORS

The Group monitors revenue trends, gross margin performance, sales volumes, conversion rates, marketing efficiency and operational cost levels to assess performance and support decision-making.

Revenue Growth: Year-on-year revenue declined in 2024 due to reduced traffic and increased competition. Efforts to stabilize performance in 2025 are reflective of signs of recovery.

Gross Margin: Margins have been under pressure due to rising service and shipping costs, though recent consolidation efforts and improved inventory handling are expected to improve margin performance from 2025 onwards.

Volume of Sales and Conversion Rates: Both metrics were negatively in prior years, in line with reduced traffic and intensified competition. However, revised pricing strategies and improved website performance are supporting a gradual recovery throughout 2024.

Geographic Reach / Countries Sold Into: The Group has historically sold into multiple EU countries, but has scaled back operations in some markets to consolidate efforts in Denmark and nearby core territories. This has improved operational efficiency and customer delivery timelines.

Marketing Efficiency (Cost per Acquisition): With organic traffic declining, marketing costs per customer increased. Optimization efforts in 2024, including a shift towards higher-return channels and better attribution tracking, have improved marketing ROI. 2025 and 2026 will give a better indication to performance.

GROUP STRATEGY

The Group's strategy focuses on maintaining a streamlined operational structure, improving cost efficiency and delivering reliable customer service. Priorities include continued cost optimisation, supplier renegotiation, efficient logistics management and disciplined marketing expenditure.

FUTURE DEVELOPMENT

In the coming financial year, the Group will continue to focus on consolidating its operations and strengthening profitability. Management expects to build on the cost reductions and operational improvements implemented during 2024, with particular emphasis on efficient logistics management, disciplined marketing expenditure and supplier optimisation. While market conditions remain competitive, the Group believes that its streamlined structure and improved cost base provide a solid foundation for sustainable future development.

ON BEHALF OF THE BOARD:

S Popovic - Director

24 December 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The Group operates a portfolio of e-commerce businesses focused on the sale of consumer goods through localised websites across selected European markets. The Group's activities include product sourcing, digital marketing, logistics and customer service, delivered through a combination of in-house operations and external service providers.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

No dividends were distributed for the year ended December 2023.

DIRECTOR

S Popovic held office during the whole of the period from 1 January 2024 to the date of this report.

RESULTS

The results for the year are set out on page 8.

MEDIUM-SIZED COMPANIES EXEMPTION

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

ON BEHALF OF THE BOARD:

S Popovic - Director

24 December 2025

TURNOVER

3

14,336,355

17,680,244

Cost of sales

11,443,214

13,210,750

GROSS PROFIT

2,893,141

4,469,494

Administrative expenses

3,557,550

5,674,206

(664,409

)

(1,204,712

)

Other operating income

48,661

29,170

OPERATING LOSS

5

(615,748

)

(1,175,542

)

Interest receivable and similar income

5,023

-

(610,725

)

(1,175,542

)

Amounts written off investments

6

3,022

2,645

Gain/loss on revaluation of assets

2,441

(43,499

)

5,463

(40,854

)

(616,188

)

(1,134,688

)

Interest payable and similar expenses

7

68,306

200

LOSS BEFORE TAXATION

(684,494

)

(1,134,888

)

Tax on loss

8

-

547

LOSS FOR THE FINANCIAL YEAR

(684,494

)

(1,135,435

)

Loss attributable to:

Owners of the parent

(684,494

)

(1,135,435

)

LOSS FOR THE YEAR

(684,494

)

(1,135,435

)

OTHER COMPREHENSIVE INCOME

Revaluation of intangible assets

229,591

50,661

Income tax relating to other comprehensive income

(70,063

)

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

159,528

50,661

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(524,966

)

(1,084,774

)

Total comprehensive income attributable to:

Owners of the parent

(524,966

)

(1,084,774

)

FIXED ASSETS

Intangible assets

10

493,115

309,822

Tangible assets

11

41,046

41,038

Investments

12

15,382

20,845

Investment property

13

697,307

697,307

1,246,850

1,069,012

CURRENT ASSETS

Stocks

14

440,346

570,904

Debtors

15

969,572

1,006,385

Cash at bank

1,539,064

1,466,185

2,948,982

3,043,474

CREDITORS

Amounts falling due within one year

16

1,126,342

588,093

NET CURRENT ASSETS

1,822,640

2,455,381

TOTAL ASSETS LESS CURRENT LIABILITIES

3,069,490

3,524,393

PROVISIONS FOR LIABILITIES

18

70,063

-

NET ASSETS

2,999,427

3,524,393

CAPITAL AND RESERVES

Called up share capital

19

1

1

Revaluation reserve

20

249,162

89,634

Retained earnings

20

2,750,264

3,434,758

SHAREHOLDERS' FUNDS

2,999,427

3,524,393

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements were approved by the director and authorised for issue on 24 December 2025 and were signed by:

S Popovic - Director

FIXED ASSETS

Intangible assets

10

405,483

181,140

Tangible assets

11

-

-

Investments

12

76,976

136,843

Investment property

13

-

-

482,459

317,983

CURRENT ASSETS

Debtors

15

2,438,535

2,265,040

Cash at bank

422,948

476,096

2,861,483

2,741,136

CREDITORS

Amounts falling due within one year

16

125,912

267,127

NET CURRENT ASSETS

2,735,571

2,474,009

TOTAL ASSETS LESS CURRENT LIABILITIES

3,218,030

2,791,992

PROVISIONS FOR LIABILITIES

18

70,063

-

NET ASSETS

3,147,967

2,791,992

CAPITAL AND RESERVES

Called up share capital

19

1

1

Revaluation reserve

210,189

50,661

Retained earnings

2,937,777

2,741,330

SHAREHOLDERS' FUNDS

3,147,967

2,791,992

Company's profit for the financial year

196,447

129,923

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 24 December 2025 and were signed by:

S Popovic - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1

4,609,166

-

4,609,167

Changes in equity

Total comprehensive income

-

(1,174,408

)

89,634

(1,084,774

)

Balance at 31 December 2023

1

3,434,758

89,634

3,524,393

Changes in equity

Total comprehensive income

-

(684,494

)

159,528

(524,966

)

Balance at 31 December 2024

1

2,750,264

249,162

2,999,427

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1

2,611,407

-

2,611,408

Changes in equity

Total comprehensive income

-

129,923

50,661

180,584

Balance at 31 December 2023

1

2,741,330

50,661

2,791,992

Changes in equity

Total comprehensive income

-

196,447

159,528

355,975

Balance at 31 December 2024

1

2,937,777

210,189

3,147,967

Cash flows from operating activities

Cash generated from operations

1

133,406

(681,976

)

Interest paid

(23,086

)

(200

)

Interest element of hire purchase or finance lease rental payments paid

(45,220

)

-

Tax paid

51,003

5,562

Net cash from operating activities

116,103

(676,614

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(125,231

)

Purchase of tangible fixed assets

(12,355

)

-

Sale of intangible fixed assets

1

-

Sale of fixed asset investments

3,022

(2,645

)

Proceeds from disposal of investments

-

(4,526

)

Repayment of loans

-

(46,302

)

Interest received

5,023

-

Net cash from investing activities

(4,309

)

(178,704

)

Cash flows from financing activities

Amount withdrawn by directors

(38,915

)

-

Share issue

-

(148

)

Net cash from financing activities

(38,915

)

(148

)

Increase/(decrease) in cash and cash equivalents

72,879

(855,466

)

Cash and cash equivalents at beginning of year

2

1,466,185

2,321,651

Cash and cash equivalents at end of year

2

1,539,064

1,466,185

1.	RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss for the financial year

(684,494

)

(1,135,435

)

Depreciation charges

47,796

181,207

Loss on disposal of fixed assets

10,848

-

Loss/(gain) on revaluation of fixed assets

2,441

(40,854

)

Finance costs

68,306

200

Finance income

(5,023

)

-

Taxation

-

547

(560,126

)

(994,335

)

Decrease in stocks

130,558

333,648

Decrease/(increase) in trade and other debtors

41,377

(110,395

)

Increase in trade and other creditors

521,597

89,106

Cash generated from operations

133,406

(681,976

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,539,064

1,466,185

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,466,185

2,321,651

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

1,466,185

72,879

1,539,064

1,466,185

72,879

1,539,064

Total

1,466,185

72,879

1,539,064

1.	STATUTORY INFORMATION

MTP Invest Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

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

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

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company MTP Invest Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

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

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

Goodwill

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.

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

Intangible assets

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:

Software - 20% straight line

Intangible asset - Not amortised, revalued annually

Tangible fixed assets

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

Plant & machinery

-

3 years

Motor vehicles

-

25% on reducing balance

Computer equipment

-

3 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

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

Financial instruments

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provision 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 costs 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.

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 a 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 and loans from related companies 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 costs, 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.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Going concern

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