Ethos Farm Holdings Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 13771306

ETHOS FARM HOLDINGS LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 December 2024

ETHOS FARM HOLDINGS LIMITED

FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2024

Contents	Page

Strategic report	1

Director's report	5

Independent auditor's report to the member	8

Consolidated statement of comprehensive income	11

Consolidated statement of financial position	12

Company statement of financial position	13

Consolidated statement of changes in equity	14

Company statement of changes in equity	15

Consolidated statement of cash flows	16

Notes to the financial statements	17

ETHOS FARM HOLDINGS LIMITED

STRATEGIC REPORT

YEAR ENDED 31 DECEMBER 2024

Review of the business At Ethos Farm, we believe people are the differentiator and the biggest influencing factor on customer's experience with an organisation's product or service. We are huge proponents of the philosophy that employee experience = customer experience (EX = CX) and therefore investment in the people who work for companies is fundamental to delivering world-class experiences for their customers. - Our brand purpose is to cultivate extraordinary experiences for employees, customers and clients. - Our brand mission is to put people at the heart of every great experience. We're on a mission to empower employees to deliver extraordinary customer service, creating loyalty and differentiation for brands. - Our brand vision is to inspire and deliver exceptional customer experiences by unleashing the power and potential of brands and their people. The principal activities of the business during the year were split across three core pillars: 1. Customer & Employee Experience Consultancy We provide advice to organisations who wish to elevate their customer experience standards and differentiate their business proposition, particularly in relation to customer-facing teams whether insourced or outsourced. We are proud to develop strategies, craft CX roadmaps and create service values and behaviours to win customer loyalty and drive consistency across all customer touchpoints. Our consultancy clients this year included some globally recognised brands including Eurostar, Harrods and the V&A Museums. Our expertise in this pillar was recognised throughout the year, most notably with Founder & CEO Sally Alington picking up the CX Leader of the Year at the UK Customer Experience Awards 2024 and being a finalist in the EY Entrepreneur of the Year 2024. Our Consultancy pillar can act as a standalone business unit or in conjunction with our other core solutions such as training and people solutions, depending on specific client requirements and the contractual scope of services. 2. Customer Experience Learning & Innovation We intentionally put 'learning' and 'innovation' together because we believe in immersive training techniques to enhance learning experiences and increase knowledge retention. These techniques include VR training, multilingual AI avatars and gamification. Our team spans instructional designers, e-learning and face-to-face training developers and facilitators. Throughout 2024, we worked with clients such as The Imperial War Museum, KFC and Birmingham Airport to deliver exceptional learning solutions for their frontline workforces. We retained our CPD accreditation which is not only a quality seal for being a centre of learning excellence but also gives our clients the opportunity to offer training which enables learners to attain Continuous Professional Development credits. Our Learning & Innovation pillar can act as a standalone business unit or in conjunction with our other core solutions such as consultancy and people solutions, depending on specific client requirements and the contractual scope of services. 3. Customer Experience People Solutions The third pillar of Ethos Farm was our highest revenue stream during the year, albeit with a lower gross profit margin compared to the other pillars due to the costs associated with delivering outsourced staffing and manpower solutions. In the wake of Covid pandemic, many large customer facing organisations have struggled with recruiting and retaining workforces. Many have opted to work with Ethos Farm to look after the provision of their customer service and guest experience teams. 'Walking the Talk' is very important to us given that we often advise organisations on how to elevate employee experience to deliver the best possible customer experience. Our badge of honour in this space was renewed again this year, achieving Great Place to Work™ accreditation for a third year in a row. Over and above this accreditation, we were proud to also be listed in the Best Workplaces 2024 for Retail, Hospitality and Leisure. Our People Solutions pillar acts as a standalone business unit but more often includes specific support from our Learning & Innovations Team and sometimes aligned to a CX Strategy and Standard we have created for a client.

Principal risks and uncertainties Risk management is addressed through a risk register, online RM portal and RM processes that enable us to develop internal controls. These are reviewed by the Directors and the Senior Leadership Team (SLT) on a monthly basis. We have also taken the first step during the year to begin our journey to ISO45001 certification. Business risks identified for the year ahead included a reduced gross profit margin due to the mix of business which, despite growing revenue and opportunities, diluted the margin percentage compared to the previous year. The net profit margin percentage decreased during the year due to reinvestment of profits into building a Senior Leadership Team to continue to drive growth. This saw corporate overheads rise, most notably in terms of employee salaries, all of which were predicted and expected changes. However, government changes to Employer's National Insurance contributions in the October 2024 budget also impacted the business as it becomes more costly to employ people and may push some of our 'People Solutions' clients to reduce the headcount we provide for them. The Company maintains a close eye on this situation and continues to ensure that prioritisation of our top line growth doesn't negatively impact our bottom-line business performance. Uncertainties across the various markets we work in are always key considerations, however our strategy to diversify our solutions and broaden the industries we serve ultimately derisks the business to a large degree. Another risk that we have identified is the growth of AI and the question of AI as a replacement to human involvement in customer experience. This is a risk we see as a huge opportunity which we outline in the Future Developments section. It should be noted that The Company makes it a priority to be on top of developments in the AI CX world and is aiming to become a thought leader and trailblazer in this area. Foreign Exchange Risk Prior to 2022, there was an element of risk associated with fluctuations in exchange rates, in particular GBP to USD as all Americas trading was handled through the UK entity. Since April 2022 however, this risk has been dramatically reduced with the establishment of a separate USA Entity (Ethos Farm Americas Inc.) meaning Ethos Farm Limited is not impacted to the same degree. Some trading still takes place between the UK entity, Ethos Farm Limited, and clients in the Americas, for example where the UK Learning & Innovation Team deliver solutions for Americas-based clients. Other overseas work undertaken by the UK entity outside of the Americas is primarily focused in the GCC where foreign exchange rates are incredibly stable and often pegged with minimal fluctuation to GBP. Key financial performance indicators We consider that our key financial performance indicators are those that communicate the performance and strength of the group and the company as a whole, namely our strong growth in turnover:

	2024	2023
	£	£

Turnover	30,252,841	24,398,064

Key non-financial performance indicators Our non-financial KPIs include awards, accreditations and the recognition we receive for industry bodies and during the year these were some of our highlights: - Founder and CEO Sally Alington - Winner, UK Customer Experience Leader of the Year 2024 (UK CXA) - The Sunday Times 100 & Inflexion Leadership Award 2024 - Ethos Farm - Best Customer Service through Employee Engagement 2024 (Engage Awards 2024) - Retention of our CPD Training accreditation and recognition as a dual centre of excellence for learning - Retention of our Forbes Business Council Membership and Thought Leadership in Forbes Magazine - Retention of Safe Contractor Accreditation for a third year - Retention of Great Place to Work Accreditation for a third year - Achieving Supply Chain Sustainability School Silver Level We also take huge pride in the Service Level Agreement Review meetings we have with our clients monthly, quarterly and annually. This year we saw an overwhelming response from our clients to the quality of solutions we provided with exceptional scores and feedback from both our clients and their customers. This is a real measure of the strength of relationships we build and our commitment to always delivering over and above expectation. FUTURE DEVELOPMENTS As highlighted in the 2023 report, AI becomes ever more a hot topic in the customer experience industry and it remains our vision to ensure we stay on top of developments in this sector through our research and development of technology solutions that can ultimately elevate experiences for employees, customers and our clients. During this year we continued to build our Data & Insights team which we intend to formally launch in 2025 by acquiring more talent and continue to test and trial AI, Machine Learning, Open-Source Data, and keep building our own proprietary data-lake based management system. We continue to see opportunities for our UK entity and expertise in the GCC where customer experience is becoming increasingly prominent as Middle Eastern economies diversify and seek to attract larger numbers of international tourists.

This report was approved by the board of directors on 31 December 2025 and signed on behalf of the board by:

S A Alington
Director

Registered office:

2 Crossways Business Centre

Bicester Road

Kingswood

Aylesbury

Bucks

HP18 0RA

ETHOS FARM HOLDINGS LIMITED

DIRECTOR'S REPORT

YEAR ENDED 31 DECEMBER 2024

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

Directors

The directors who served the company during the year were as follows:

S A Alington
M J Garner

M J Garner resigned as a director on 10 June 2025.

Dividends

Particulars of recommended dividends are detailed in note 12 to the financial statements.

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of staff members becoming disabled, every effort is made to ensure that their employment with the group and the company continues and that appropriate training is arranged. It is the policy of the group and the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

Over and above our strong trading performance, we are proud to say that the Company endeavoured to generate positive social impact in the work we undertook. We launched our new CSR Strategy with a clearly defined aim: "To create positive impact for our People, the Planet and the Communities we're part of, while helping our clients to flourish and achieve their own CSR goals." The CSR Strategy outlines 3 priorities, 14 commitments and 12 objectives which will take us to 2028, and throughout the year we researched and developed ways in which we could collect data to provide insights and allow us to measure our performance against those targets. This work involving building bespoke technology using Microsoft Fabric and Power BI means that we have tangible achievements to report for 2024 including: - During 2024, 83% of Ethos Farm's colleagues commute to work by sustainable transport - During 2024, we spent 1,340 hours supporting local charities and community projects - During 2024, we facilitated more than 230 work experience days for young people in the communities where we work - During 2024, we donated 1,100 items to food banks and books for charity - During 2024, we organised for 2,200 items of lost property at the sites we manage to be donated to charity - During 2024, we exceeded all client targets for local recruitment - During 2024, we achieved Supply Chain Sustainability School Silver Level We have also built an incredible network of partnerships with organisations we enjoyed supporting during the year. This includes: You Make It Mentoring, The Thomas Pocklington Trust, LandAid, West London College, Royal Association for Deaf People, The Down's Syndrome Association. In addition to this, Founder and CEO Sally Alington became an Everywoman Ambassador and Everywoman Awards judge to support female entrepreneurs. Our commitments don't end there. As a business where travel is involved, we have made a commitment to offset our carbon associated with flying as follows: - 90% through certified reforestation - 10% by purchasing sustainable aviation fuel (SAF)

Disclosure of information in the strategic report

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial risk management.

Director's responsibilities statement

The director is responsible for preparing the strategic report, director's report 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 approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the group and the company and 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 judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Statement of disclosure of information to auditors

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 31 December 2025 and signed on behalf of the board by:

S A Alington
Director

Registered office:

2 Crossways Business Centre

Bicester Road

Kingswood

Aylesbury

Bucks

HP18 0RA

ETHOS FARM HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF ETHOS FARM HOLDINGS LIMITED

YEAR ENDED 31 DECEMBER 2024

Opinion

We have audited the financial statements of Ethos Farm Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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's affairs as at 31 December 2024 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 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 or 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 director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report 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 strategic report or the director's 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 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 the director

As explained more fully in the director's responsibilities statement, 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 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 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; - Challenging assumptions and judgements made by management in their significant accounting estimates; - Identifying and testing journal entries, in particular any manual journal entries posted by unexpected users, posted with descriptions indicating a higher level of risk, or posted late with a favourable impact on financial performance. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 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 auditor’s report. Use of our report

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

W J E Kerr

(Senior Statutory Auditor)

For and on behalf of

Xeinadin Audit Limited

Chartered Accountants & Statutory Auditor

2 Crossways Business Centre

Bicester Road

Kingswood

Aylesbury

Bucks

HP18 0RA

31 December 2025

ETHOS FARM HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2024

		2024	2023
Note		£	£
Turnover	4	30,252,841	24,398,064

Cost of sales	( 23,867,425)	( 18,442,067)
	------------	------------
Gross profit	6,385,416	5,955,997

Administrative expenses		( 5,260,664)	( 4,376,910)
		-----------	-----------
Operating profit	5	1,124,752	1,579,087

Other interest receivable and similar income	9	24,270	6,499
Interest payable and similar expenses	10	( 12,751)	( 14,373)
		-----------	-----------
Profit before taxation		1,136,271	1,571,213

Tax on profit	11	( 311,167)	( 434,120)
		-----------	-----------
Profit for the financial year		825,104	1,137,093
		-----------	-----------

Foreign currency retranslation	( 3,904)	( 11,922)
	--------	-----------
Total comprehensive income for the year	821,200	1,125,171
	--------	-----------

Profit for the financial year attributable to:

The owners of the parent company	825,104	1,000,158
Non-controlling interests	–	136,935
	--------	-----------
	825,104	1,137,093
	--------	-----------

Total comprehensive income for the year attributable to:

The owners of the parent company	821,200	988,236
Non-controlling interests	–	136,935
	--------	-----------
	821,200	1,125,171
	--------	-----------

All the activities of the group are from continuing operations.

ETHOS FARM HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	13	299,191	338,644
Tangible assets	14	167,223	140,935
		--------	--------
		466,414	479,579

Current assets

Stocks	16	4,462	4,462
Debtors	17	6,209,784	6,327,075
Cash at bank and in hand		1,808,243	744,172
		-----------	-----------
		8,022,489	7,075,709

Creditors: amounts falling due within one year	18	( 5,067,566)		( 4,781,461)
		-----------		-----------
Net current assets			2,954,923		2,294,248
			-----------		-----------
Total assets less current liabilities			3,421,337		2,773,827

Creditors: amounts falling due after more than one year	19		( 27,023)		( 80,272)

Provisions

Taxation including deferred tax	20	( 1,253)	( 21,695)
		-----------	-----------
Net assets		3,393,061	2,671,860
		-----------	-----------

Capital and reserves

Called up share capital	23	11	11
Foreign exchange reserve	24	( 8,098)	( 4,194)
Profit and loss account	24	3,401,148	2,676,043
		-----------	-----------
Shareholder funds		3,393,061	2,671,860
		-----------	-----------

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

These financial statements were approved by the board of directors and authorised for issue on 31 December 2025 , and are signed on behalf of the board by:

S A Alington
Director

Company registration number: 13771306

ETHOS FARM HOLDINGS LIMITED

COMPANY STATEMENT OF FINANCIAL POSITION

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Investments	15		666,387		666,387

Current assets

Cash at bank and in hand	1		1

Creditors: amounts falling due within one year	18	( 665,150)		( 666,188)
		--------		--------
Net current liabilities			( 665,149)		( 666,187)
			--------		--------
Total assets less current liabilities			1,238		200
			------		----
Net assets			1,238		200
			------		----

Capital and reserves

Called up share capital	23	11	11
Profit and loss account	24	1,227	189
		------	----
Shareholder funds		1,238	200
		------	----

The profit for the financial year of the parent company was £ 101,038 (2023: £ 198,329 ).

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

These financial statements were approved by the board of directors and authorised for issue on 31 December 2025 , and are signed on behalf of the board by:

S A Alington
Director

Company registration number: 13771306

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

ETHOS FARM HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER 2024

			Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
			£	£	£	£	£	£
At 1 January 2023			1	7,728	514,360	522,089	1,221,601	1,743,690

Profit for the year					1,000,158	1,000,158	136,935	1,137,093
Other comprehensive income for the year:
	Foreign currency retranslation		–	( 11,922)	–	( 11,922)	–	( 11,922)
			----	-------	-----------	-----------	-----------	-----------
Total comprehensive income for the year			–	( 11,922)	1,000,158	988,236	136,935	1,125,171

Issue of shares			10	–	–	10	–	10
Dividends paid and payable		12	–	–	( 197,000)	( 197,000)	–	( 197,000)
Increase in ownership interest in subsidiary			–	–	1,358,525	1,358,525	(1,358,536)	(11)
			----	-------	-----------	-----------	-----------	-----------
Total investments by and distributions to owners			10	–	1,161,525	1,161,535	( 1,358,536)	( 197,001)

At 31 December 2023			11	( 4,194)	2,676,044	2,671,861	–	2,671,861

Profit for the year					825,104	825,104	–	825,104
Other comprehensive income for the year:
	Foreign currency retranslation		–	( 3,904)	–	( 3,904)	–	( 3,904)
			----	-------	-----------	-----------	-----------	-----------
Total comprehensive income for the year			–	( 3,904)	825,104	821,200	–	821,200

Dividends paid and payable		12	–	–	( 100,000)	( 100,000)	–	( 100,000)
			----	----	--------	--------	----	--------
Total investments by and distributions to owners			–	–	( 100,000)	( 100,000)	–	( 100,000)

			----	------	-----------	-----------	----	-----------
At 31 December 2024			11	( 8,098)	3,401,148	3,393,061	–	3,393,061
			----	------	-----------	-----------	----	-----------

ETHOS FARM HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER 2024

		Called up share capital	Profit and loss account	Total
		£	£	£
At 1 January 2023		1	( 1,140)	( 1,139)

Profit for the year			198,329	198,329
		----	--------	--------
Total comprehensive income for the year		–	198,329	198,329

Issue of shares		10	–	10
Dividends paid and payable	12	–	( 197,000)	( 197,000)
		----	--------	--------
Total investments by and distributions to owners		10	( 197,000)	( 196,990)

At 31 December 2023		11	189	200

Profit for the year			101,038	101,038
		----	--------	--------
Total comprehensive income for the year		–	101,038	101,038

Dividends paid and payable	12	–	( 100,000)	( 100,000)
		----	--------	--------
Total investments by and distributions to owners		–	( 100,000)	( 100,000)

		----	--------	--------
At 31 December 2024		11	1,227	1,238
		----	--------	--------

ETHOS FARM HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED 31 DECEMBER 2024

	2024	2023
	£	£

Cash flows from operating activities

Profit for the financial year	825,104	1,137,093

Adjustments for:
Depreciation of tangible assets	64,947	40,801
Amortisation of intangible assets	39,453	39,454
Other interest receivable and similar income	( 24,270)	( 6,499)
Interest payable and similar expenses	12,751	14,373
Tax on profit	311,167	434,120

Changes in:
Trade and other debtors	117,291	( 2,721,463)
Trade and other creditors	350,342	1,778,092
	-----------	-----------
Cash generated from operations	1,696,785	715,971

Tax paid	( 398,370)	( 639,428)
	-----------	--------
Net cash from operating activities	1,298,415	76,543
	-----------	--------

Cash flows from investing activities

Purchase of tangible assets	( 91,235)	( 107,452)
Interest received	24,270	6,499
	-----------	--------
Net cash used in investing activities	( 66,965)	( 100,953)
	-----------	--------

Cash flows from financing activities

Repayments of borrowings	( 50,724)	( 46,433)
Interest paid	( 12,751)	( 14,373)
Dividends paid	( 100,000)	( 197,000)
	-----------	--------
Net cash used in financing activities	( 163,475)	( 257,806)
	-----------	--------

Net increase/(decrease) in cash and cash equivalents	1,067,975	( 282,216)
Cash and cash equivalents at beginning of year	744,172	1,038,310
Exchange losses on cash and cash equivalents	( 3,904)	( 11,922)
	-----------	-----------
Cash and cash equivalents at end of year	1,808,243	744,172
	-----------	-----------

ETHOS FARM HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 2 Crossways Business Centre, Bicester Road, Kingswood, Aylesbury, HP18 0RA, England. The principal place of business is Myrtle House, Hampton Court Road, Hampton Court, Richmond Upon Thames, KT8 9BY.

2. Statement of compliance

The principal activities of the company and the group during the period were customer and employee experience consultancy, learning and innovation and people solutions. These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. Monetary amounts in these financial statements are rounded to the nearest pound. The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Going concern

After reviewing the group and the company's forecasts and projections, the directors have a reasonable expectation that the group and the company have adequate resources to continue in operational existence for the foreseeable future. The group and the company therefore continue to adopt the going concern basis in preparing its financial statements.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Ethos Farm Holdings Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. 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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. Critical judgements in applying the company's accounting policies The critical judgements that the directors have made in the progress of applying the company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. (i) Assessing indicators of impairment In assessing whether there have been any indicators of impairment of assets, the directors have considered both internal and external sources of information such as market conditions, counterparty credit ratings and experience recoverability. There have been no indicators of impairments identified during the current financial year. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (i) Estimating value in use Where an indication of impairment exists, the directors will carry out an impairment review to determine the recoverable amount, which is the higher of fair value less cost to sell and value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset or the cash generating unit and a suitable discount rate in order to calculate present value. (ii) Recoverability of receivables The company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability, the directors consider factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of individual or groups of customers.

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for services rendered, stated net of discounts and of Value Added Tax. When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	10% per annum straight line basis

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Leasehold improvements	-	10% per annum straight line basis
Equipment	-	25% per annum straight line basis

Investments in subsidiaries

Investments in subsidiaries are accounted for at cost less any accumulated impairment losses.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

The group and company have chosen to adopt sections 11 and 12 of FRS 102 in respect of financial instruments. Basic financial assets, which include trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. Basic financial liabilities, which include trade and other payables and loans from fellow group 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year of less. If not, then they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Employee benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

Research and development

Expenditure on research and development is written off as incurred.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Distributions to equity holders

Dividends and other distributions to the company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Sale of goods	–	84,513
Rendering of services	30,252,841	24,313,551
	------------	------------
	30,252,841	24,398,064
	------------	------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	2024	2023
	£	£
United Kingdom	26,571,573	20,874,624
Overseas	3,681,268	3,523,440
	------------	------------
	30,252,841	24,398,064
	------------	------------

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	2024	2023
	£	£
Amortisation of intangible assets	39,453	39,454
Depreciation of tangible assets	64,947	40,801
Impairment of trade debtors	1,791	(792)
Foreign exchange differences	9,896	33,607
	-------	-------

6. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	35,000	30,000
	-------	-------

7. Staff costs

The average number of persons employed by the group during the year, including the director, amounted to:

	2024	2023
	No.	No.
General	719	584
Administrative	33	28
Management	5	5
	----	----
	757	617
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	21,772,679	16,616,694
Social security costs	1,846,323	1,280,671
Other pension costs	469,203	241,205
	------------	------------
	24,088,205	18,138,570
	------------	------------

8. Director's remuneration

The director's aggregate remuneration in respect of qualifying services was:

	2024	2023
	£	£
Remuneration	286,900	332,508
Company contributions to defined contribution pension plans	66,960	37,040
	--------	--------
	353,860	369,548
	--------	--------

Remuneration of the highest paid director in respect of qualifying services:

	2024	2023
	£	£
Aggregate remuneration	204,229	229,263
	--------	--------

9. Other interest receivable and similar income

	2024	2023
	£	£
Interest on cash and cash equivalents	11,694	6,384
Other interest receivable and similar income	12,576	115
	-------	------
	24,270	6,499
	-------	------

10. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	11,114	14,373
Other interest payable and similar charges	1,637	–
	-------	-------
	12,751	14,373
	-------	-------

11. Tax on profit

Major components of tax expense

	2024		2023
	£		£

Current tax:

UK current tax income	250,157	258,402
Adjustments in respect of prior periods	–	( 20,982)
	--------	--------
Total UK current tax	250,157	237,420

Foreign current tax income	81,452	185,064
	--------	--------
Total current tax	331,609	422,484
	--------	--------

Deferred tax:

Origination and reversal of timing differences	( 20,442)	8,459
Adjustments in respect of prior periods	–	3,177
	-------	-------
Total deferred tax	( 20,442)	11,636
	--------	--------
Tax on profit	311,167	434,120
	--------	--------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 25 %).

	2024	2023
	£	£
Profit on ordinary activities before taxation	1,136,271	1,571,213
	-----------	-----------
Profit on ordinary activities by rate of tax	284,068	392,803
Adjustment to tax charge in respect of prior periods	–	( 20,982)
Effect of expenses not deductible for tax purposes	23,137	36,478
Effect of different UK tax rates on some earnings	–	(16,254)
Unused tax losses	2,498	5,792
Investment tax credit	–	(228)
Higher tax rates on overseas earnings	1,464	33,334
Adjustment to opening deferred tax to standard rate	–	3,177
	-----------	-----------
Tax on profit	311,167	434,120
	-----------	-----------

An increase in the UK corporation tax rate from 19% to 25% (effective from 1 April 2023) was substantively enacted on 24 May 2021. The deferred tax liability at 31 December 2024 has been calculated at 25% (2023: 25%).

12. Dividends

	2024	2023
	£	£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )	100,000	197,000
	--------	--------

13. Intangible assets

Group	Goodwill
	£
Cost
At 1 January 2024 and 31 December 2024	394,537
	--------
Amortisation
At 1 January 2024	55,893
Charge for the year	39,453
	--------
At 31 December 2024	95,346
	--------
Carrying amount
At 31 December 2024	299,191
	--------
At 31 December 2023	338,644
	--------

The company has no intangible assets.

14. Tangible assets

Group	Leasehold improvements	Equipment	Total
	£	£	£
Cost
At 1 January 2024	35,713	155,056	190,769
Additions	–	91,235	91,235
Revaluations	–	( 13)	( 13)
	-------	--------	--------
At 31 December 2024	35,713	246,278	281,991
	-------	--------	--------
Depreciation
At 1 January 2024	8,309	41,525	49,834
Charge for the year	6,245	58,702	64,947
Revaluations	–	( 13)	( 13)
	-------	--------	--------
At 31 December 2024	14,554	100,214	114,768
	-------	--------	--------
Carrying amount
At 31 December 2024	21,159	146,064	167,223
	-------	--------	--------
At 31 December 2023	27,404	113,531	140,935
	-------	--------	--------

The company has no tangible assets.

15. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024 and 31 December 2024	666,387
	--------
Impairment
At 1 January 2024 and 31 December 2024	–
	--------

Carrying amount
At 1 January 2024 and 31 December 2024	666,387
	--------
At 31 December 2023	666,387
	--------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Ethos Farm Limited	2 Crossways Business Centre, Bicester Road, Kingswood, Aylesbury, Bucks HP18 0RA	Ordinary	100
EF International Parking Services Limited	2 Crossways Business Centre, Bicester Road, Kingswood, Aylesbury, Bucks HP18 0RA	Ordinary	100
Ethos Farm Americas Inc	251 Little Falls Drive, Wilmington, DE 19808, County of New Castle, Delaware	Ordinary	100

16. Stocks

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Raw materials and consumables	4,462	4,462	–	–
	------	------	----	----

17. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	3,348,445	4,569,468	–	–
Prepayments and accrued income	2,847,864	1,737,207	–	–
Other debtors	13,475	20,400	–	–
	-----------	-----------	----	----
	6,209,784	6,327,075	–	–
	-----------	-----------	----	----

The debtors above include the following amounts falling due after more than one year:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Other debtors	8,500	8,500	–	–
	------	------	----	----

18. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	53,998	51,473	–	–
Trade creditors	753,618	638,952	–	–
Amounts owed to group undertakings	–	–	661,910	662,948
Accruals and deferred income	1,042,040	1,564,617	3,000	3,000
Corporation tax	125,516	192,277	–	–
Social security and other taxes	1,559,663	963,850	–	–
Director loan accounts	6,526	6,577	240	240
Other creditors	1,526,205	1,363,715	–	–
	-----------	-----------	--------	--------
	5,067,566	4,781,461	665,150	666,188
	-----------	-----------	--------	--------

19. Creditors: amounts falling due after more than one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	27,023	80,272	–	–
	-------	-------	----	----

20. Provisions

Group	Deferred tax (note 21)
	£
At 1 January 2024	21,695
Amounts recognised in profit and loss account	(20,442)
	-------
At 31 December 2024	1,253
	-------

The company does not have any provisions.

21. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Included in provisions (note 20)	1,253	21,695	–	–
	------	-------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accelerated capital allowances	39,957	32,645	–	–
Other short term timing differences	( 38,704)	( 10,950)	–	–
	-------	-------	----	----
	1,253	21,695	–	–
	-------	-------	----	----

22. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 402,243 (2023: £ 204,165 ).

23. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 0.001 each	1,000	1	1,000	1
Ordinary A shares of £ 0.001 each	10,000	10	10,000	10
	-------	----	-------	----
	11,000	11	11,000	11
	-------	----	-------	----

Options have been granted at a value of £185,178 in 2023 to certain employees to subscribe for 7,333 ordinary shares, 5,958 of which are under the terms of an Enterprise Management Incentive Scheme. There is not currently any expectation of a trigger event.

24. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses. Foreign exchange reserve - This reserve records the accumulated gain or loss resulting from the translation of overseas subsidiaries in the consolidated financial statements.

25. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	Other changes	Exchange movements	At 31 Dec 2024
	£	£	£	£	£
Cash at bank and in hand	744,172	1,067,975	–	(3,904)	1,808,243
Debt due within one year	(51,473)	50,724	(53,249)	–	(53,998)
Debt due after one year	(80,272)	–	53,249	–	(27,023)
	--------	-----------	-------	------	-----------
	612,427	1,118,699	–	( 3,904)	1,727,222
	--------	-----------	-------	------	-----------

26. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Not later than 1 year	485,153	333,853	–	–
Later than 1 year and not later than 5 years	434,919	642,689	–	–
	--------	--------	----	----
	920,072	976,542	–	–
	--------	--------	----	----

The amount recognised in the profit and loss account as an expense in relation to operating leases was £453,632 (2023: £70,226).

27. Related party transactions

Group

Information about related party transactions and outstanding balances are outlined below:

	2024	2023
	£	£

Amounts owed to key management personnel	6,526	6,577

The company is exempt from disclosing other related party transactions as they are with wholly owned subsidiaries.

28. Controlling party

The ultimate controlling party is the director S A Alington .