REGISTERED NUMBER: 06276544 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

KMS Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTOR:

Mr G Nasser

REGISTERED OFFICE:

Primera Accountants Limited

First Floor Spitalfields House

Stirling way

Borehamwood

WD6 2FX

REGISTERED NUMBER:

06276544 (England and Wales)

INDEPENDENT AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

The director presents his strategic report of the company and the group for the year ended 31 March 2025.

FAIR REVIEW OF BUSINESS

KMS Holdings has continued to redefine industry standards through our dedication to innovation and quality in hair and cosmetic products. Our strategic focus on market-driven research and development has yielded an array of pioneering products that have significantly elevated our brand's prestige and market appeal.

The company has witnessed a remarkable trajectory of growth, with strategic initiatives driving both market penetration and product diversification. Our financial health is robust, demonstrating our ability to execute complex strategies successfully.

Building on last year's success, we further expanded our global presence, particularly in emerging markets, which has been pivotal in diversifying our revenue streams and reducing market-specific risks. This global expansion is a testament to our ambition of becoming a world leader in our sector.

The integration of our international subsidiaries, especially the American entity, has enhanced our global operational synergy, contributing significantly to our consolidated financial strength.

In a year marked by economic uncertainties, we have excelled in maintaining cost efficiencies while ensuring product excellence. Strategic sourcing, supply chain optimization, and innovative logistic solutions have been key to our success in this regard.

Our proactive approach to market fluctuations and economic challenges has resulted in the company not only weathering potential storms but also seizing new opportunities for growth and development.

Our forward-looking strategy is centred on sustainable growth and innovation. We are committed to investing in sustainable practices and eco-friendly product lines, addressing the growing global demand for environmentally responsible products.

We are continuously exploring new technologies and business models to stay ahead of industry trends, ensuring our long-term competitiveness and market relevance.

The company has strengthened its risk management framework to address the evolving business, geopolitical, and economic challenges. Our comprehensive approach to risk management underscores our commitment to corporate governance and operational excellence.

We have enhanced our monitoring of global economic trends, currency fluctuations, and geopolitical changes, ensuring agile and informed decision-making.

This year, we have achieved an unprecedented financial performance, with a substantial increase in both turnover and gross profit. These results demonstrate our strategic acumen and operational efficiency, positioning us strongly for future growth.

Our robust financial position strengthens our capacity for continued investment in innovation and expansion, further enhancing shareholder value.

We remain dedicated to delivering exceptional value to our stakeholders, including shareholders, employees, customers, and suppliers. Our strategies are aligned with the interests of our stakeholders, ensuring mutual growth and success.

PRINCIPAL RISKS AND UNCERTAINTIES

The group recognises that the current business, geo-political and economic environment is very challenging and will lead to short/medium term disruptive shocks. This is evident in the global slowdown of trade, inflation, cost of living crisis, FX uncertainties and competition, The group has put in place structures and strategies to help mitigate these uncertainties.

Competition in the UK, USA and EU remains a constant risk, however the successful setup of the US entity has increased the group's overall output and capability in serving those markets thus increasing its market share in those territories where it operates.

The cost of living crisis will add further pressure on employment costs. The group maintains strong relations with its employees ensuring their needs are addressed in the most effective manner.

The slowing down of global economy, the change in the geo-political landscape, currency and interest rate fluctuations, consumer confidence are constantly being reviewed and monitored by the director. The group is confident that it has the tools to mitigate these risks and to address future risks and uncertainties whilst maximising all opportunities that are presented. This will bring security and benefit to all our stakeholders - shareholders, valued employees, customers and suppliers.

DEVELOPMENT AND PERFORMANCE

Performance is measured by reference to turnover and also gross margins.

The group's turnover decreased in the year by £4,038,144 to £21,581,374 (2024: £25,889,518) along with the gross profit decreased by £1,179,560 to £4,035,038 (2024: £5,214,598).

KEY PERFORMANCE INDICATORS

The Key Performance indicators are:-

31.3.25

31.3.24

£

£

Turnover

21,851,374

25,889,518

Gross profit

4,035,038

5,214,598

Gross margin

18.46%

20.14%

(Loss)/Profit before tax

(425,256

)

1,508,570

EBITDA

1,090,779

2,357,068

Net Assets

10,993,842

11,381,902

Quick Assets

0.54

0.56

ON BEHALF OF THE BOARD:

Mr G Nasser - Director

30 December 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITIES

The principal activity of the group and the company continued to be that of import, export and distribution of the hair and beauty products in UK, European and other overseas markets.

DIVIDENDS

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

DIRECTOR

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

Mr G Nasser

FINANCIAL INSTRUMENTS

Financial assets, such as trade debtors and trade creditors, arise directly from the company's operating activities

and expose the company to credit and cash flow risk. The company is also exposed to price risk in relation to stock

purchases and exchange risk associated with foreign currency purchases and sales. The company enters into

forward exchange contracts to help mitigate this risk.

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial

statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director

has 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 director must not aprove the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

TC Group were deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr G Nasser - Director

30 December 2025

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 the 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 director 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 the audit:

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept 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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

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

Sadikali Premji (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

30 December 2025

TURNOVER

4

21,851,374

25,889,518

Cost of sales

(17,816,336

)

(20,674,920

)

GROSS PROFIT

4,035,038

5,214,598

Administrative expenses

(4,069,428

)

(3,480,948

)

(34,390

)

1,733,650

Other operating income

5

5,877

-

OPERATING (LOSS)/PROFIT

7

(28,513

)

1,733,650

Interest receivable and similar income

-

68

(28,513

)

1,733,718

Interest payable and similar expenses

9

(396,743

)

(225,148

)

(LOSS)/PROFIT BEFORE TAXATION

(425,256

)

1,508,570

Tax on (loss)/profit

10

(91,726

)

(388,519

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(516,982

)

1,120,051

(Loss)/profit attributable to:

Owners of the parent

(516,982

)

1,120,051

(LOSS)/PROFIT FOR THE YEAR

(516,982

)

1,120,051

OTHER COMPREHENSIVE INCOME

Revaluation of tangible fixed assets

Income tax relating to other comprehensive income

120,691

125,135

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

120,691

125,135

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(396,291

)

1,245,186

Total comprehensive income attributable to:

Owners of the parent

(396,291

)

1,245,186

FIXED ASSETS

Intangible assets

12

171,499

185,859

Tangible assets

13

16,501,121

12,611,539

Investments

14

-

-

16,672,620

12,797,398

CURRENT ASSETS

Stocks

15

6,762,854

5,646,195

Debtors

16

3,835,448

3,798,050

Cash at bank and in hand

812,234

1,019,940

11,410,536

10,464,185

CREDITORS

Amounts falling due within one year

17

(8,647,966

)

(8,544,910

)

NET CURRENT ASSETS

2,762,570

1,919,275

TOTAL ASSETS LESS CURRENT LIABILITIES

19,435,190

14,716,673

CREDITORS

Amounts falling due after more than one year

18

(7,544,077

)

(2,293,635

)

PROVISIONS FOR LIABILITIES

22

(897,271

)

(1,041,136

)

NET ASSETS

10,993,842

11,381,902

CAPITAL AND RESERVES

Called up share capital

23

1,725,200

1,725,200

Share premium

24

1,121,250

1,121,250

Revaluation reserve

24

3,267,184

3,179,569

Other reserves

24

(358

)

(8,590

)

Retained earnings

24

4,880,566

5,364,473

SHAREHOLDERS' FUNDS

10,993,842

11,381,902

The financial statements were approved and signed by the director and authorised for issue on 30 December 2025 and were signed by:

Mr G Nasser - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

10,614,753

10,006,973

Investments

14

827

827

10,615,580

10,007,800

CURRENT ASSETS

Debtors

16

4,965,975

2,766,209

Cash at bank and in hand

36,393

29,784

5,002,368

2,795,993

CREDITORS

Amounts falling due within one year

17

(3,274,108

)

(3,441,481

)

NET CURRENT ASSETS/(LIABILITIES)

1,728,260

(645,488

)

TOTAL ASSETS LESS CURRENT LIABILITIES

12,343,840

9,362,312

CREDITORS

Amounts falling due after more than one year

18

(4,725,519

)

(1,568,929

)

PROVISIONS FOR LIABILITIES

22

(411,911

)

(472,138

)

NET ASSETS

7,206,410

7,321,245

CAPITAL AND RESERVES

Called up share capital

23

1,725,200

1,725,200

Share premium

24

1,121,250

1,121,250

Revaluation reserve

24

3,267,184

3,179,569

Retained earnings

24

1,092,776

1,295,226

SHAREHOLDERS' FUNDS

7,206,410

7,321,245

Company's (loss)/profit for the financial year

(235,525

)

583,977

The financial statements were approved by the director and authorised for issue on 30 December 2025 and were signed by:

Mr G Nasser - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

1,725,200

4,211,256

1,121,250

Changes in equity

Transfer between reserves

-

33,166

-

Total comprehensive income

-

1,120,051

-

Balance at 31 March 2024

1,725,200

5,364,473

1,121,250

Changes in equity

Transfer between reserves

-

33,075

-

Total comprehensive income

-

(516,982

)

-

Balance at 31 March 2025

1,725,200

4,880,566

1,121,250

Revaluation

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 April 2023

3,087,600

(10,499

)

10,134,807

Changes in equity

Transfer between reserves

(33,166

)

-

-

Total comprehensive income

125,135

-

1,245,186

Forex movements

-

1,909

1,909

Balance at 31 March 2024

3,179,569

(8,590

)

11,381,902

Changes in equity

Transfer between reserves

(33,075

)

-

-

Total comprehensive income

120,690

-

(396,292

)

Forex movements

-

8,232

8,232

Balance at 31 March 2025

3,267,184

(358

)

10,993,842

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

1,725,200

678,083

1,121,250

3,087,600

6,612,133

Changes in equity

Transfer between reserves

-

33,166

-

(33,166

)

-

Total comprehensive income

-

583,977

-

125,135

709,112

Balance at 31 March 2024

1,725,200

1,295,226

1,121,250

3,179,569

7,321,245

Changes in equity

Transfer between reserves

-

33,075

-

(33,075

)

-

Total comprehensive income

-

(235,525

)

-

120,690

(114,835

)

Balance at 31 March 2025

1,725,200

1,092,776

1,121,250

3,267,184

7,206,410

Cash flows from operating activities

Cash generated from operations

1

448,346

2,999,140

Interest paid

(392,981

)

(221,657

)

Interest element of hire purchase and finance lease rental payments paid

(3,762

)

(3,491

)

Tax paid

(134,240

)

(131,082

)

Net cash from operating activities

(82,637

)

2,642,910

Cash flows from investing activities

Purchase of intangible fixed assets

(34,000

)

(207,800

)

Purchase of tangible fixed assets

(5,022,091

)

(1,765,512

)

Sale of tangible fixed assets

68,012

-

Surplus/(Deficit) on forex reserves

-

(11,379

)

Interest received

-

68

Net cash from investing activities

(4,988,079

)

(1,984,623

)

Cash flows from financing activities

New loans in year

7,713,466

-

Loan repayments in year

(2,834,201

)

(411,955

)

Capital repayments in year

(16,255

)

-

Payment of finance leases obligations

-

(54,325

)

Net cash from financing activities

4,863,010

(466,280

)

(Decrease)/increase in cash and cash equivalents

(207,706

)

192,007

Cash and cash equivalents at beginning of year

2

1,019,940

827,933

Cash and cash equivalents at end of year

2

812,234

1,019,940

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.25

31.3.24

£

£

(Loss)/profit before taxation

(425,256

)

1,508,570

Depreciation charges

1,119,292

623,350

Profit on disposal of fixed assets

(5,512

)

-

Finance costs

396,743

225,148

Finance income

-

(68

)

1,085,267

2,357,000

(Increase)/decrease in stocks

(1,116,659

)

1,343,411

Increase in trade and other debtors

(37,398

)

(477,449

)

Increase/(decrease) in trade and other creditors

517,136

(223,822

)

Cash generated from operations

448,346

2,999,140

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

812,234

1,019,940

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

1,019,940

827,933