Company registration number 13679861 (England and Wales)
MSJ CAPITAL LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2024
31 December 2024
MSJ CAPITAL LTD
COMPANY INFORMATION
Directors
Mr M Ikharya
Mr J Ally
Mr S Sabir
Company number
13679861
Registered office
292 - 294 St Helens Road
Bolton
BL3 3RP
Auditor
AMS Audit Limited
Chartered Accountants
1 Hardman Street
Spinningfields
Manchester
M3 3HF
MSJ CAPITAL LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 29
MSJ CAPITAL LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period ended 31 December 2024.

Review of the business

Elux Europe Ltd

ELUX Europe Ltd continues to strengthen its position as a leading vape supplier across the UK and Europe. The business operates in online, offline, independent, convenience and FMCG channels, offering fully compliant products under the ELUX, SKE and Firerose brands. The company’s growth is underpinned by strong consumer demand for refillable and regulation-compliant formats, supported by strategic retail partnerships and brand innovation.

The vaping industry is undergoing structural change with the decline of disposables and the rise of refillable systems. ELUX has successfully anticipated these shifts, expanding its 10ml range and Nic Salts portfolio, while preparing for regulatory changes including the June 2025 single-use ban.

Nasty Juice Europe Ltd

Nasty Juice Europe Ltd has now started to go on a decline in terms of revenue and trading transactions. The main brand that was being distributed (Nasty Juice) has now being faded out as customer trends and other vaping brands start to take majority share within the industry. The company still has other third party brands such as Charlies Chalk Dust and Dripmore that carry on being a small part of the business turnover. The plan is to carry on distributing all the above brands mentioned but as Elux Europe Ltd and the brand Elux have had such success in the last couple of years the main focus is to grow that brand.

Vapes Europe Ltd

Vapes Europe Ltd use to be a vaping wholesale company but now the plan is to concentrate on the 2 retail vape shops under Vapes Europe Ltd. The final wholesale transactions are being completed to then fully focus on the retail vape shops. Card terminal machines have been put in place at the shops to enable customers to pay easily. We are expecting both the shops to grow even though there is more competition within the area.

Market & Consumer Trends

- Daily Vaping Rise: From 4.5% of UK adults in 2020 to 7.6% in 2025; smoking rates fell from 13.8% to 10.6% in the same period (ASH/YouGov).

- Motivations: Quitting smoking (26%), relapse prevention (20%), stress management (14%), enjoyment (11%).

- Flavours: Fruit (51%) and Menthol/Mint (20%) dominate preferences; ELUX portfolio aligned to this shift.

- Purchasing Behaviour: 39% of vapers purchase online vs 9% of smokers, with strong growth through vape shops and convenience retail.

Principal risks and uncertainties

The regulatory environment in which the Group operates continues to evolve, with a number of upcoming regulatory changes that may impact the Group’s operations, cost base, and product offerings. These include:

- Restrictions on flavours, packaging, point-of-sale, and advertising.

- Proposed retailer licensing scheme.

- Vaping duty from October 2026 (£2.20/ml).

In addition, the market is exposed to risks arising from illicit competition, potential enforcement gaps, and volatility in foreign exchange rates, which may adversely affect trading conditions.

MSJ CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Development and performance

Performance Highlights

- Turnover Growth: Strong YOY growth across online, offline and FMCG channels.

- FMCG Success: Entered national supermarket and forecourt operators in 2025.

- Brand Equity: Recognised for product quality, innovation, and multiple awards which includes Best E-Liquid Range of the Year and Best Fruit Flavour at the Vapour Expo Awards 2024.

- Distribution Excellence: Partnerships with vape specialists such as VPZ, Evapo, and Vape Club.

Future Growth Roadmap

The Group intends to develop and expand its product portfolio in response to evolving consumer preferences and regulatory requirements. Subject to market conditions and regulatory approvals, the following product developments are currently anticipated:

- Q4 2025: Launch of advanced POD systems.

- Q1 2026: Big Puff devices.

- Q2 2026: Nicotine pouches.

- Ongoing: Expansion of 10ml Nic Salts across UK, EU, and worldwide markets.

On behalf of the board

Mr M Ikharya
Director
4 February 2026
MSJ CAPITAL LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

The company initially formed a group when it acquired Nasty Juice Europe Ltd on the 10 January 2023.

During the yea r, the company acquired additional group members through the incorporation of ZMSJ Holdings on 11 May 2024, w ho subsequently acquired Vapes Europe Ltd on 2 4 June 2024 and Elux Europe Ltd on 28 October 2024. As a result, the company became the parent undertaking of a group preparing consolidated financial statements in accordance with FRS 102.

Principal activities

The principal activity of the company was that of a holding company. The company’s subsidiaries carried out the following activities during the year:

Nasty Juice Europe Ltd – wholesale of tobacco related produce

ZMSJ Holdings Ltd - intermediary holding company

Elux Europe Ltd – wholesale of tobacco related produce

Vapes Europe Ltd – wholesale of tobacco related produce

Results and dividends

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

Ordinary dividends were paid amounting to £7,847,928. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr M Ikharya
Mr J Ally
Mr S Sabir
Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

MSJ CAPITAL LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Auditor

The auditor, AMS Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable 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 group and company will continue in business.

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

Statement of disclosure to auditor

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

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
Mr M Ikharya
Director
4 February 2026
MSJ CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MSJ CAPITAL LTD
- 5 -

Qualified Opinion

We have audited the financial statements of MSJ Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the period 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 qualified opinion

We were not appointed as auditor of the company until after 31 March 2024 and thus did not observe the counting of physical inventories that took place at the beginning of the financial year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 March 2024, which are included in the balance sheet at £7,755,426, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary.

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

Conclusions relating to going concern

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

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

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

MSJ CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MSJ CAPITAL LTD
- 6 -

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.

As described in the basis of qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £7,755,426 held at 31 March 2024. We have concluded that where the other information relates to the stock balance or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matters described in the basis of qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

- T he information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, i n the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

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:

- returns adequate for our audit have not been received from branches not visited by us; or

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

- certain disclosures of directors' remuneration specified by law are not made.

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

MSJ CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MSJ CAPITAL LTD
- 7 -

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to pensions legislation, UK tax legislation and UK employment legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or manipulate expenditure and management bias in accounting estimates. Audit procedures performed by the audit engagement team included:

- Discussions with management, including consideration of known or suspected instances of non- compliance with laws and regulation and fraud;

- Review of the financial statement disclosures to underlying supporting documentation to assess compliance with applicable laws and regulations;

- Challenging assumptions and judgements made by management in their significant accounting estimates;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or posted by senior management.

There are inherent limitations in the audit procedures described above and the further removed non- compliance with laws and regulations is from the events and transaction 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

This is the first accounting period for which we have been appointed as auditors of the company and in consequence the prior year figures for the year ended 31 March 2024 are unaudited.

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Davis ACCA CTA MAAT (Senior Statutory Auditor)
For and on behalf of AMS Audit Limited, Statutory Auditor
Chartered Accountants
1 Hardman Street
Spinningfields
Manchester
M3 3HF
4 February 2026
MSJ CAPITAL LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Period
Year
ended
ended
31 December
31 March
2024
2024
Notes
£
£
Turnover
3
46,742,349
26,160,525
Cost of sales
(32,300,842)
(20,726,114)
Gross profit
14,441,507
5,434,411
Administrative expenses
(5,586,376)
(2,542,748)
Other operating income
87,883
-
Operating profit
4
8,943,014
2,891,663
Interest receivable and similar income
7
4,100
2,924
Interest payable and similar expenses
8
(87,781)
12,755
Profit before taxation
8,859,333
2,907,342
Tax on profit
9
(2,224,526)
(507,358)
Profit for the financial period
20
6,634,807
2,399,984
Profit for the financial period is attributable to:
- Owners of the parent company
3,354,005
2,047,561
- Non-controlling interests
3,280,802
352,423
6,634,807
2,399,984
Total comprehensive income for the period is attributable to:
- Owners of the parent company
3,354,005
2,047,561
- Non-controlling interests
3,280,802
352,423
6,634,807
2,399,984
MSJ CAPITAL LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
31 December 2024
31 March 2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
76,477
98,833
76,477
98,833
Current assets
Stocks
15
15,204,517
7,755,426
Debtors
16
8,784,006
4,951,761
Cash at bank and in hand
4,937,519
8,597,619
28,926,042
21,304,806
Creditors: amounts falling due within one year
17
(22,926,939)
(14,115,038)
Net current assets
5,999,103
7,189,768
Net assets
6,075,580
7,288,601
Capital and reserves
Called up share capital
19
44,982
44,982
Other reserves
20
3,400,626
3,400,526
Profit and loss reserves
20
(94,299)
2,423,862
Equity attributable to owners of the parent company
3,351,309
5,869,370
Non-controlling interests
2,724,271
1,419,231
Total equity
6,075,580
7,288,601

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 4 February 2026 and are signed on its behalf by:
04 February 2026
Mr M Ikharya
Director
Company registration number 13679861 (England and Wales)
MSJ CAPITAL LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
31 December 2024
31 March 2024
Notes
£
£
£
£
Fixed assets
Investments
12
45,728
44,979
45,728
44,979
Current assets
Debtors
16
1,311,434
3
Cash at bank and in hand
74
142
1,311,508
145
Creditors: amounts falling due within one year
17
(1,288,734)
(930)
Net current assets/(liabilities)
22,774
(785)
Net assets
68,502
44,194
Capital and reserves
Called up share capital
19
44,982
44,982
Profit and loss reserves
20
23,520
(788)
Total equity
68,502
44,194

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The company’s profit for the year was £5,904,308 (2024 - £1,800,058 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on
4 February 2026
04 February 2026
and are signed on its behalf by:
Mr M Ikharya
Director
Company registration number 13679861 (England and Wales)
MSJ CAPITAL LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
Share capital
Merger reserve
Capital contribution reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 April 2023
44,982
200
-
2,176,301
2,221,483
-
2,221,483
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
2,047,561
2,047,561
352,423
2,399,984
Dividends
10
-
-
-
(1,800,000)
(1,800,000)
-
(1,800,000)
Transfers
-
25
3,400,301
-
3,400,326
-
3,400,326
Other movements
-
-
-
-
-
1,066,808
1,066,808
Balance at 31 March 2024
44,982
225
3,400,301
2,423,862
5,869,370
1,419,231
7,288,601
Period ended 31 December 2024:
Profit and total comprehensive income
-
-
-
3,354,005
3,354,005
3,280,802
6,634,807
Dividends
10
-
-
-
(5,872,166)
(5,872,166)
(1,975,762)
(7,847,928)
Transfers
-
100
-
-
100
-
100
Balance at 31 December 2024
44,982
325
3,400,301
(94,299)
3,351,309
2,724,271
6,075,580
MSJ CAPITAL LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2023
44,982
(846)
44,136
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
1,800,058
1,800,058
Dividends
10
-
(1,800,000)
(1,800,000)
Balance at 31 March 2024
44,982
(788)
44,194
Period ended 31 December 2024:
Profit and total comprehensive income
-
5,904,308
5,904,308
Dividends
10
-
(5,880,000)
(5,880,000)
Balance at 31 December 2024
44,982
23,520
68,502
MSJ CAPITAL LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
2024
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
4,784,804
4,982,574
Interest paid
(87,781)
12,755
Income taxes paid
(511,268)
(12,755)
Net cash inflow from operating activities
4,185,755
4,982,574
Investing activities
Purchase of tangible fixed assets
(28,730)
(23,684)
Proceeds from disposal of tangible fixed assets
26,600
-
Interest received
4,100
2,924
Net cash generated from/(used in) investing activities
1,970
(20,760)
Financing activities
Proceeds from issue of shares
103
4,467,135
Dividends paid to equity shareholders
(5,872,166)
(1,800,000)
Dividends paid to non-controlling interests
(1,975,762)
-
Net cash (used in)/generated from financing activities
(7,847,825)
2,667,135
Net (decrease)/increase in cash and cash equivalents
(3,660,100)
7,628,949
Cash and cash equivalents at beginning of period
8,597,619
968,670
Cash and cash equivalents at end of period
4,937,519
8,597,619
MSJ CAPITAL LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 14 -
2024
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(22,956)
(292)
Investing activities
Proceeds from disposal of subsidiaries
(749)
-
0
Dividends received
5,903,634
1,800,350
Net cash generated from investing activities
5,902,885
1,800,350
Financing activities
Proceeds from issue of shares
3
-
Dividends paid to equity shareholders
(5,880,000)
(1,800,000)
Net cash used in financing activities
(5,879,997)
(1,800,000)
Net (decrease)/increase in cash and cash equivalents
(68)
58
Cash and cash equivalents at beginning of period
142
84
Cash and cash equivalents at end of period
74
142
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

MSJ Capital Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 292 - 294 St Helens Road, Bolton, BL3 3RP.

The group consists of MSJ Capital Ltd and all of its subsidiaries.

1.1
Reporting period

The reporting period for these financial statements spans 9 months, due to the change in the year-end to 31st December 2024. Consequently, these financial statements are not comparable with the prior period which represents a 12 month period from 1st April 2023 to 31st March 2024.

1.2
Accounting convention

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

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

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

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company MSJ Capital Ltd 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 2024. 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 g roup.

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.

MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

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.

1.5
Going concern

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

1.6
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.

1.7
Tangible fixed assets

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

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

Plant and equipment
15% straight line and 15% reducing balance
Fixtures and fittings
15% and 20% straight line
Computers
15% straight line
Motor vehicles
20% straight line and 25% reducing balance

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

MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.8
Fixed asset investments

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

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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.

Other financial assets

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

MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

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

Current tax

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

Deferred tax

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

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

1.15
Employee benefits

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

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

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

1.16

Subsidiary undertakings exempt from audit

Under Section 479a of the Companies Act 2006 available to subsidiary undertakings, the company provides a guarantee in respect of the below subsidiary undertakings claiming exemption from audit.

Elux Europe Ltd (11055274)

Vapes Europe Ltd (10818968)

ZMSJ Holdings Ltd (15714107)

Nasty Juice Europe Ltd (10072009)

MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 21 -
2
Judgements and key sources of estimation uncertainty

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

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

3
Turnover and other revenue
2024
2024
£
£
Turnover analysed by class of business
Wholesale of tobacco related products
46,742,349
26,160,525
2024
2024
£
£
Turnover analysed by geographical market
United Kingdom
44,361,908
23,729,725
Europe
2,030,260
2,152,866
Rest of the world
350,181
277,934
46,742,349
26,160,525
2024
2024
£
£
Other revenue
Interest income
4,100
2,924
4
Operating profit
2024
2024
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange losses
341,471
56,803
Fees payable to the group's auditor for the audit of the group's financial statements
20,000
-
Depreciation of owned tangible fixed assets
31,999
70,557
Profit on disposal of tangible fixed assets
(7,513)
-
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
5
Employees

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

Group
Company
2024
2024
2024
2024
Number
Number
Number
Number
Directors
4
4
3
3
Administration
25
17
-
-
Total
29
21
3
3

Their aggregate remuneration comprised:

Group
Company
2024
2024
2024
2024
£
£
£
£
Wages and salaries
586,354
404,584
-
0
-
0
Social security costs
44,208
14,084
-
-
630,562
418,668
-
0
-
0
6
Directors' remuneration
2024
2024
£
£
Remuneration for qualifying services
157,308
65,983
7
Interest receivable and similar income
2024
2024
£
£
Interest income
Interest on bank deposits
4,584
2,897
Other interest income
(484)
27
Total income
4,100
2,924
2024
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
4,584
2,897
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
8
Interest payable and similar expenses
2024
2024
£
£
Other finance costs:
Other interest
87,781
(12,755)
9
Taxation
2024
2024
£
£
Current tax
UK corporation tax on profits for the current period
2,220,350
717,513
Adjustments in respect of prior periods
(96)
(204,672)
Total current tax
2,220,254
512,841
Deferred tax
Origination and reversal of timing differences
4,272
(5,483)
Total tax charge
2,224,526
507,358

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

2024
2024
£
£
Profit before taxation
8,859,333
2,907,342
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
2,214,833
726,836
Tax effect of expenses that are not deductible in determining taxable profit
(2,983)
-
Tax effect of utilisation of tax losses not previously recognised
(5,457)
-
Unutilised tax losses carried forward
190
73
Adjustments in respect of prior years
(96)
(204,672)
Permanent capital allowances in excess of depreciation
(1,609)
(9,396)
Deferred tax charge
4,272
(5,483)
Adjustment on consolidation
15,376
-
Taxation charge
2,224,526
507,358
10
Dividends
2024
2024
Recognised as distributions to equity holders:
£
£
Final paid
5,880,000
1,800,000
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 24 -
11
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2024
129,141
39,060
825
262,006
431,032
Additions
3,112
9,044
608
15,800
28,564
Business combinations
-
166
-
-
166
Disposals
-
(315)
-
(68,806)
(69,121)
At 31 December 2024
132,253
47,955
1,433
209,000
390,641
Depreciation and impairment
At 1 April 2024
128,367
32,758
372
170,702
332,199
Depreciation charged in the period
582
1,716
139
29,562
31,999
Eliminated in respect of disposals
-
(149)
-
(49,885)
(50,034)
At 31 December 2024
128,949
34,325
511
150,379
314,164
Carrying amount
At 31 December 2024
3,304
13,630
922
58,621
76,477
At 31 March 2024
774
6,302
453
91,304
98,833
The company had no tangible fixed assets at 31 December 2024 or 31 March 2024.
12
Fixed asset investments
Group
Company
2024
2024
2024
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
-
45,728
44,979
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
44,979
Additions
749
At 31 December 2024
45,728
Carrying amount
At 31 December 2024
45,728
At 31 March 2024
44,979
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Nasty Juice Europe Ltd
292-294 St. Helens Road, Bolton, England, BL3 3RP
Ordinary Shares
100.00
-
ZMSJ Holdings Ltd
Unit H9 Swan Lane Mill, Higher Swan Lane, Bolton, England, BL3 3AQ
Ordinary Shares
74.90
-
Elux Europe Ltd
As above
Ordinary Shares
-
0
Vapes Europe Ltd
As above
Ordinary Shares
-
0
14
Financial instruments
Group
Company
2024
2024
2024
2024
£
£
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
8,760,399
4,923,882
1,311,434
3
Carrying amount of financial liabilities include:
Measured at amortised cost
17,965,283
11,353,429
1,288,734
930
15
Stocks
Group
Company
2024
2024
2024
2024
£
£
£
£
Finished goods and goods for resale
15,204,517
7,755,426
-
0
-
0
16
Debtors
Group
Company
2024
2024
2024
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,196,217
3,538,947
-
0
-
0
Unpaid share capital
-
3
-
0
3
Other debtors
2,564,182
1,384,932
1,311,434
-
0
8,760,399
4,923,882
1,311,434
3
Deferred tax asset (note 18)
23,607
27,879
-
0
-
0
8,784,006
4,951,761
1,311,434
3
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 26 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2024
2024
2024
£
£
£
£
Trade creditors
17,933,404
9,961,898
-
0
-
0
Corporation tax payable
2,738,796
1,029,810
-
0
-
0
Other taxation and social security
2,222,860
1,731,799
-
-
Other creditors
2,379
136,268
1,288,734
-
0
Accruals and deferred income
29,500
1,255,263
-
0
930
22,926,939
14,115,038
1,288,734
930
18
Deferred taxation

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

Assets
Assets
2024
2024
Group
£
£
Accelerated capital allowances
23,607
27,879
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 1 April 2024
(27,879)
-
Charge to profit or loss
4,272
-
Asset at 31 December 2024
(23,607)
-

The deferred tax asset set out above is expected to reverse in future periods and relates to accelerated capital allowances that are expected to mature within the same period.

19
Share capital
Group and company
2024
2024
2024
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
44,982
44,982
44,982
44,982
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
20
Reserves
Merger reserve

The merger reserve arose on the acquisition of Nasty Juice Europe Limited, Vapes Europe Limited and Elux Europe Limited. This was accounted for under the merger accounting method.

It represents the difference between the nominal value of shares issued as consideration and the reserves acquired. This reserve is not distributable.

Capital contribution reserve

The capital contribution reserve arose from a capital event in Elux Europe Ltd. This reserve represents funds contributed by the shareholders and is included within equity. This reserve is not distributable.

Profit and loss reserves

Retained earnings represent cumulative profits and losses net of dividends paid and other adjustments. They are available for distribution to the company’s shareholders, subject to relevant statutory requirements.

21
Events after the reporting date

Subsequent to the period end, on 19 May 2025, 3 June 2025 and 1 July 2025, subsidiary "Nasty Juice Europe Limited" received payments amounting to £216,670 following court proceedings.

Following the settlement and Nasty Juice Europe Limited receiving the monies, the settlement is deemed to be completed.

As this relates to balances in the year and settlement was not received until post year-end, no adjustments have been made to the amounts recognised in the financial statements for the period ended 31 December 2024.

22
Related party transactions
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Sale of Assets
2024
2024
£
£
Group
Entities with control, joint control or significant influence over the company
26,600
-

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2024
Balance
Balance
£
£
Company
Entities with control, joint control or significant influence over the company
1,311,437
-
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
23
Controlling party

No individual shareholder controlled the company during the current or previous period.

24
Cash generated from group operations
2024
2024
£
£
Profit after taxation
6,634,807
2,399,984
Adjustments for:
Taxation charged
2,224,526
507,358
Finance costs
87,781
(12,755)
Investment income
(4,100)
(2,924)
Gain on disposal of tangible fixed assets
(7,513)
-
Depreciation and impairment of tangible fixed assets
31,999
70,557
Movements in working capital:
Increase in stocks
(7,449,091)
(6,433,301)
Increase in debtors
(3,836,611)
(1,760,661)
Increase in creditors
7,103,006
10,214,316
Cash generated from operations
4,784,804
4,982,574
25
Cash absorbed by operations - company
2024
2024
£
£
Profit after taxation
5,904,308
1,800,058
Adjustments for:
Investment income
(5,903,634)
(1,800,350)
Movements in working capital:
Increase in debtors
(1,311,434)
-
Increase in creditors
1,287,804
-
Cash absorbed by operations
(22,956)
(292)
26
Analysis of changes in net funds - group
1 April 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
8,597,619
(3,660,100)
4,937,519
MSJ CAPITAL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
27
Analysis of changes in net funds - company
1 April 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
142
(68)
74
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