Company registration number 07728447 (England and Wales)
THINK BETTER GROUP LTD (CONSOLIDATION)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
THINK BETTER GROUP LTD (CONSOLIDATION)
COMPANY INFORMATION
Directors
Mr H R Jansen
Mr J P Cameron
Mr M R Blomme
Mrs D Kanagasingam
(Appointed 25 July 2025)
Mr G Giuffre
(Appointed 6 May 2025)
Company number
07728447
Registered office
Park House
North Street
Horsham
West Sussex
United Kingdom
RH12 1RN
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
THINK BETTER GROUP LTD (CONSOLIDATION)
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14 - 15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 48
THINK BETTER GROUP LTD (CONSOLIDATION)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Principal activities

The principal activity of the company during the period is to own and operate a portfolio of sustainable consumer brands that are tailored to the millennial consumer base. Think Better Group sells sustainable consumer goods to retail and wholesale customers across three key verticals: Care, Drinks and Outdoor & Leisure through its omni‑channel strategy.

The core brands within each division are as follows:

· Drinks: Klean Kanteen, Brewed By Hand, Best Coffee, Colonna, Colonna & Smalls;

· Care: Ecoriginals and Econaps; and

· Leisure: Klean Kanteen and Project Blank.

The company acts as the group's head office, providing core services to the group's subsidiary businesses and brands.

Think Better Group leverages its unique platform to acquire, build and grow brands globally, with key operations in its three primary regions: UK, Australia and North America.

This report outlines the company's and Think Better Group's financial and operational performance for the 12‑month period ended 31 December 2024, as well as the risks and opportunities the group faces moving forward.

Review of the business

At Think Better Group, our mission is to lead the way in reducing single‑use plastic by offering innovative, sustainable alternatives. We are committed to partnering with socially and ethically responsible manufacturers to create solutions that contribute to a circular economy.

Our brands are united by a shared goal: to minimize the demand for virgin plastics. Whether addressing single‑use nappies, petroleum‑based wetsuits, or single use drinking containers, we work to significantly decrease the reliance on plastic in everyday items. While we are Plastic Neutral our aim is to be plastic positive in the next 5 years, by removing plastic from the environment.

| Year ended 31 Dec 2023 | Period ended 31 Dec 2024
Group revenue | 17.5m | 22.2 m
Group profit margin % (after distribution costs) | 25.9% | 3 7.6%
Group gross EBITDA loss | (0.8)m | (2.7)m
Group operating loss | (14.3)m | (9.1)m
Cash reserves | 3.7m | 1.2 m

THINK BETTER GROUP LTD (CONSOLIDATION)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Think Better Group delivered consolidated revenues of £22.1m during the 12‑month period ended 31 December 2024 which is 26% growth on prior year.

| Period ended 31 Dec 2023 | Period ended 31 Dec 2024
EBITDA | (0.8)m | (2.7)m
Depreciation | (0.2)m | (0.4)m
Amortisation | (3.1)m | (1.5)m
Fair value adjustment on convertible loan | (0.6)m | (0.0)m
Share‑based payment | (1.7)m | (1.0)m
Impairment charge | (7.9)m | (3.5)m

Group revenue increased year on year, largely driven by our drinks business and a full year consolidation of the Klean Kanteen division. Management continued to focus on profitability rather than absolute revenue growth, with group's gross profit margin which rose from 38% in the year ended 31 December 2023 to 47% in the period ended 31 December 2024.

During the period ended 31 December 2024, the group implemented significant streamlining activities and restructuring initiatives which resulted in a reduction in operating expenditure, thus the group's EBITDA loss was £2.7m in the year ended 31 December 2024 against a loss of £0.8 m in the 12 months to 31 December 2023. The Board continues to strive to grow organically and by strategic acquisition with group profitability being the core goal for 2026, building on the progress made in 2025.

Key developments include:

In March 2024, the group completed its all share acquisition of Klean Kanteen, a US $20m revenue B‑Corp certified company founded in California 20 years ago. The company distributes its reusable, aluminium and BPA free stainless steel water bottles around the world and has expanded its range to cover alternatives to disposable coffee cups, drinkware, food storage containers, straws and more.

Principal risks and uncertainties

The directors continue to monitor trading performance, as well as risks, on a regular basis and will take necessary steps should a change in performance arise. Going forward, the uncertainties around the ongoing cost of inflation and general macro‑economic conditions are being closely monitored for potential risks in both supply and demand and the directors will take actions as required.

The group faces several risks and uncertainties that could impact its operations:

Market volatility: With retail consumer demand closely tied to economic cycles, periods of economic downturn or reduced spending can adversely impact the group's sales or increase the cost of key inputs and purchases.

Tariffs and duties: the market remains affected by changes in global tariffs and duties such as the ones imposed in the US on steel. Management purposely works with the government agencies to ascertain the correct tariffs have been applied and to address the impact on profitability by reviewing distribution strategies and product offerings.

Exchange rate risk: The group has some risk from exchange rate volatility between sterling and other currencies, notably AUD and USD. The group mitigates this risk through natural hedging and fixed pricing. The group continually reviews the need to use financial instruments, to mitigate this risk.

THINK BETTER GROUP LTD (CONSOLIDATION)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Reliance on third parties: The group relies on third party service providers for certain services relating to manufacturing, storage and distribution of its products. These providers may not perform as expected under the group's agreements, including for reasons outside of the providers’ control. These are mitigated by management reviewing performance against the Service Level Agreements and ongoing communication.

Regulatory changes: As the group's brands are impact focused, evolving regulatory requirements, particularly around ESG (Environmental, Social, and Governance) reporting, may influence costs to stay in business and customer expectations.

Talent retention: The group's success is dependent on retaining business founders and attracting top professionals. Increased competition for top talent within the consumer industry and natural staff turnover remain a key risk.

Technological disruption and development: The group relies heavily on technology; in particular paid marketing, the rise of automation and AI presents both an opportunity and a threat. There is a requirement for continued investment in our technology platform to unify and consolidate and remain competitive. Like all companies, the company is vulnerable to cyber attacks which require security and environment protection.

Future Developments

The acquisition of Klean Kanteen and the operational improvements implemented in 2023 underpin a strong outlook for the group, allowing for continued investments into working capital and future growth of the brands.

Key performance indicators

The following financial KPIs have been identified as critical to the success of the group.

Revenue growth: The group's revenue increased by 26.7% in the period ended 31 December 2024. The group is targeting revenue growth of over c10% in 2026.

Gross profit margin (after distribution costs) (%): The group's gross profit margin (after distribution costs) increased from 25.8% in the year ended 31 December 2023 to 37.6% in the period ended 31 December 2024.

Cash balance: The group had cash balance of £1.2m at 31 December 2024.

Post Balance Sheet Events

There has been no significant movements in the balance sheet post period.

On behalf of the board

Mrs D Kanagasingam
Director
30 March 2026
THINK BETTER GROUP LTD (CONSOLIDATION)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

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

Results and dividends

The results for the year are set out on page 10.

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

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr H R Jansen
Mr J P Cameron
Mr M R Blomme
Mrs F C Dendy
(Resigned 30 April 2025)
Mr L C Van Der Griendt
(Resigned 6 May 2025)
Mrs D Kanagasingam
(Appointed 25 July 2025)
Mr G Giuffre
(Appointed 6 May 2025)
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
Mrs D Kanagasingam
Director
30 March 2026
THINK BETTER GROUP LTD (CONSOLIDATION)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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.

THINK BETTER GROUP LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THINK BETTER GROUP LTD (CONSOLIDATION)
- 6 -

Qualified opinion on financial statements

We have audited the financial statements of Think Better Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year 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 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 effects of the matter described in the Basis for Qualified Opinion paragraph, 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 loss for the year then ended;

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

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

Basis for qualified opinion

Due to the timing of appointment as statutory auditor we were unable to observe the counting of physical stock at

the end of the accounting year. While the company is confident of the stock quantities on hand at the year end, we were unable to observe a stock take and therefore obtain direct evidence of the stock quantities held at 31 December 202 4, which are included in the Balance Sheet at £4,697,293, 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 qualfied 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.

THINK BETTER GROUP LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THINK BETTER GROUP LTD (CONSOLIDATION)
- 7 -

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 for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £4,697,293 held at 31 December 2024. We have concluded that where the other information refers to the inventory 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 matter described in the basis for qualified opinion section of our report, In our opinion, based on the work undertaken in the course of our audit:

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

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

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.

In respect solely of the limitation on our work relating to stock, described above:

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

- w e were unable to determine whether adequate accounting records had been maintained.

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; or

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.

THINK BETTER GROUP LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THINK BETTER GROUP LTD (CONSOLIDATION)
- 8 -
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.

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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

THINK BETTER GROUP LTD (CONSOLIDATION)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THINK BETTER GROUP LTD (CONSOLIDATION)
- 9 -
Jack Tatschner ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
HP9 2JH
31 March 2026
THINK BETTER GROUP LTD (CONSOLIDATION)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£000
£000
Turnover
3
22,180
17,496
Cost of sales
(11,763)
(10,793)
Gross profit
10,417
6,703
Distribution costs
(2,076)
(2,189)
Administrative expenses
(17,441)
(18,813)
Other operating income
-
0
20
Operating loss
5
(9,100)
(14,279)
Interest receivable and similar income
9
45
34
Interest payable and similar expenses
10
(320)
279
Loss before taxation
(9,375)
(13,966)
Tax on loss
11
80
85
Loss for the financial year
28
(9,295)
(13,881)
Other comprehensive income
Currency translation gain arising in the year
444
189
Total comprehensive income for the year
(8,851)
(13,692)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(8,628)
(13,613)
- Non-controlling interests
(223)
(79)
(8,851)
(13,692)
THINK BETTER GROUP LTD (CONSOLIDATION)
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
13
2,020
4,991
Other intangible assets
13
966
227
Total intangible assets
2,986
5,218
Tangible assets
14
1,524
486
Investments
15
405
405
4,915
6,109
Current assets
Stocks
17
4,649
2,436
Debtors
18
2,922
769
Cash at bank and in hand
1,164
3,664
8,735
6,869
Creditors: amounts falling due within one year
19
(6,912)
(2,102)
Net current assets
1,823
4,767
Total assets less current liabilities
6,738
10,876
Creditors: amounts falling due after more than one year
20
(653)
(318)
Provisions for liabilities
Deferred tax liability
23
7
6
(7)
(6)
Net assets
6,078
10,552
Capital and reserves
Called up share capital
27
1,422
1,324
Share premium account
28
36,633
34,203
Capital redemption reserve
28
6
6
Other reserves
28
3,856
2,393
Profit and loss reserves
28
(36,490)
(27,418)
Equity attributable to owners of the parent company
5,427
10,508
Non-controlling interests
651
44
Total equity
6,078
10,552
THINK BETTER GROUP LTD (CONSOLIDATION)
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -

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 30 March 2026 and are signed on its behalf by:
30 March 2026
Mrs D Kanagasingam
Director
Company registration number 07728447 (England and Wales)
THINK BETTER GROUP LTD (CONSOLIDATION)
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
1
25
Tangible assets
14
11
16
Investments
15
6,417
6,507
6,429
6,548
Current assets
Debtors
18
9,705
8,147
Cash at bank and in hand
883
3,074
10,588
11,221
Creditors: amounts falling due within one year
19
(3,043)
(2,224)
Net current assets
7,545
8,997
Total assets less current liabilities
13,974
15,545
Creditors: amounts falling due after more than one year
20
(84)
(60)
Net assets
13,890
15,485
Capital and reserves
Called up share capital
27
1,422
1,324
Share premium account
28
36,633
34,203
Capital redemption reserve
28
6
6
Other reserves
28
3,373
2,354
Profit and loss reserves
28
(27,544)
(22,402)
Total equity
13,890
15,485

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was 5,141,062 (2023 - 15,574,950 loss).

The financial statements were approved by the board of directors and authorised for issue on 30 March 2026 and are signed on its behalf by:
30 March 2026
Mrs D Kanagasingam
Director
Company registration number 07728447 (England and Wales)
THINK BETTER GROUP LTD (CONSOLIDATION)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Foreign exchange reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£000
£000
£000
£000
£000
£000
£000
£000
£000
Balance at 1 July 2022
842
25,720
6
696
(150)
(13,616)
13,498
123
13,621
Year ended 31 December 2023:
Loss for the year
-
-
-
-
-
(13,881)
(13,881)
-
(13,881)
Other comprehensive income:
Currency translation differences
-
-
-
-
189
-
0
189
-
189
Amounts attributable to non-controlling interests
-
-
-
-
-
79
79
(79)
-
Total comprehensive income
-
-
-
-
189
(13,802)
(13,613)
(79)
(13,692)
Issue of share capital
27
482
8,483
-
-
-
-
8,965
-
8,965
Other movements
-
-
-
1,658
-
-
1,658
-
1,658
Balance at 31 December 2023
1,324
34,203
6
2,354
39
(27,418)
10,508
44
10,552
THINK BETTER GROUP LTD (CONSOLIDATION)
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Share premium account
Capital redemption reserve
Other reserves
Foreign exchange reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£000
£000
£000
£000
£000
£000
£000
£000
£000
- 15 -
Year ended 31 December 2024:
Loss for the year
-
-
-
-
-
(9,295)
(9,295)
-
(9,295)
Other comprehensive income:
Currency translation differences
-
-
-
-
444
-
0
444
-
444
Amounts attributable to non-controlling interests
-
-
-
-
-
223
223
(223)
-
Total comprehensive income
-
-
-
-
444
(9,072)
(8,628)
(223)
(8,851)
Issue of share capital
27
98
-
0
-
-
-
-
98
-
98
Transfers
-
-
-
1,019
-
-
1,019
-
1,019
Acquisition of subsidiary
-
-
-
-
-
-
-
830
830
Other movements
-
2,430
-
-
-
-
2,430
-
2,430
Balance at 31 December 2024
1,422
36,633
6
3,373
483
(36,490)
5,427
651
6,078
THINK BETTER GROUP LTD (CONSOLIDATION)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
£000
Balance at 1 July 2022
842
25,720
6
696
(6,828)
20,436
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
-
(15,574)
(15,574)
Issue of share capital
27
482
8,483
-
-
-
8,965
Other movements
-
-
-
1,658
-
1,658
Balance at 31 December 2023
1,324
34,203
6
2,354
(22,402)
15,485
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
-
(5,142)
(5,142)
Issue of share capital
27
98
-
0
-
-
-
98
Transfers
-
-
-
1,019
-
1,019
Other movements
-
2,430
-
-
-
2,430
Balance at 31 December 2024
1,422
36,633
6
3,373
(27,544)
13,890
THINK BETTER GROUP LTD (CONSOLIDATION)
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2024
2023
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash absorbed by operations
34
(452)
(1,946)
Non cash changes
-
3
Interest paid
(321)
(63)
Income taxes refunded
5
135
Net cash outflow from operating activities
(768)
(1,871)
Investing activities
Cash from purchase of business
(91)
-
Purchase of intangible assets
(256)
(173)
Acquisition of subsidiary
(3,318)
-
Purchase of tangible fixed assets
(437)
(55)
Proceeds from disposal of tangible fixed assets
-
37
Purchase of fixed asset investments - deferred consideration
-
(742)
Interest received
45
34
Net cash used in investing activities
(4,057)
(899)
Financing activities
Proceeds from issue of shares
2,528
5,140
Proceeds from borrowings
-
856
Repayment of borrowings
(670)
(1,046)
Payment of finance leases obligations
(18)
(19)
Net cash generated from financing activities
1,840
4,931
Net (decrease)/increase in cash and cash equivalents
(2,985)
2,161
Cash and cash equivalents at beginning of year
3,664
1,165
Effect of foreign exchange rates
485
338
Cash and cash equivalents at end of year
1,164
3,664
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
1
Accounting policies
Company information

Think Better Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Think Better Group Limited and all of its subsidiaries.

1.1
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 £000.

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

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

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

1.2
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.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

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

All financial statements are made up to 31 December 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.

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.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the 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. Post year end, the Company has had 2 share issues as detailed in note X as well as renewing the revolving credit facility held by Klean Kanteen. On this basis, the directors are comfortable that the Company has sufficient cash availability until at least 31 March 2027.

1.5
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.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

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

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Software
Straight line 3-5 years
Patents & licences
Straight line 3-10 years
Development costs
Straight line 3-10 years
Website costs
Straight line 3 years
1.9
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:

Leasehold improvements
Straight line 6 years
Plant and equipment
Striaght lin 3-10 years
Fixtures and fittings
Straight line 2-5 years
Computers
Straight line 3 years
Motor vehicles
Diminishing value 4-5 years

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.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.10
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.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -

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.

1.12
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.

1.13
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.

1.14
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.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
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.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
Derecognition of financial liabilities

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

1.15
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.

1.16
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.

1.17
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.

1.18
Retirement benefits

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

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
1.19
Share-based payments

Equity‑settled share‑based payments are measured at fair value at the date of grant, determined using an appropriate option‑pricing model such as Black‑Scholes. The fair value of the awards is recognised as an expense on a straight‑line basis over the vesting period based on the number of equity instruments that ultimately vest. A corresponding credit is recorded in equity.

When the terms of an equity‑settled share‑based payment are modified, both the original grant‑date fair value and the fair value of the modified award are measured at the date of modification. Any incremental fair value (the excess of the modified fair value over the original fair value) is recognised over the remaining vesting period, in addition to the original grant‑date fair value. If the fair value decreases on modification, no adjustment is made.

Cancellations or settlements (including those arising from employee redundancy) are accounted for as an immediate acceleration of vesting, with any remaining amount that would otherwise have been recognised over the remainder of the vesting period recognised immediately.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

1.21
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
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.

Critical judgements

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

Annually, the group considers whether intangible assets and / or goodwill are impaired. Where an indication of impairment is identified, this requires estimation of the recoverable value of the cash–generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. The recoverable amount of the CGU is a source of significant estimation uncertainty and determining this involves the use of significant assumptions. The recoverable amount was determined using a value-in–use calculation which required the use of assumptions. The calculations used cash flow projections based on management's best estimate of future economic conditions and are based on latest financial forecasts.

Cash flows beyond the five-year period were based on an estimated terminal value that would be achieved in a trade sale or similar exit after 5 years. The key assumptions in the value-in-use calculation are the discount rate used (9.88%) and the exit multiples assumed to be achieved on disposal after 5 years (8x EBITDA). If the significant assumptions are not achieved then the carrying value of the group's goodwill balances (which are amortised over a period of 10 years) may fall below the deemed recoverable value leading to an impairment charge.

Inventories

Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by future developments or other market-driven changes that may reduce future selling prices.

Provision for doubtful accounts

The company and its subsidiaries makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the ageing profile of debtors and historical experience.

Intangible assets

Distinguishing the development phases of any intangible assets (software, websites and NPD projects) and determining whether recognition requirements for the capitalisation of such costs in accordance with FRS 102 are met, requires judgment. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired. In addition, management reviews its estimate of the useful lives of intangible assets at each reporting date, based on the expected use of the asset. Uncertainties in these estimates relate to technological obsolescence that may changes the use of the platform or product.

The group is required to make a judgment as to what intangible assets exist within the acquired business at the time of acquisition and what fair value adjustments are required. When reviewing the existence of intangible assets, consideration has been given to potential intangible assets such as customer relationships and brand. There were no intangible assets identified on acquisition.

Employee share options
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 27 -

Share options are measured at their fair value using an option based methodology. This method considers various inputs such as weighted average share price, exercise price, expected volatility, option life and risk free interest rate. The expected life in the model is adjusted based on management’s best estimates. Further details of the key estimates inputted into the model can be found in note 26.

3
Turnover and other revenue
2024
2023
£000
£000
Turnover analysed by class of business
Product Revenue
22,178
17,496
Commission Income
2
-
22,180
17,496
2024
2023
£000
£000
Turnover analysed by geographical market
Europe, Middle East and Africa
7,621
8,088
Americas
9,636
8,558
Asia Pacific
4,923
850
22,180
17,496
2024
2023
£000
£000
Other revenue
Interest income
45
34
Grants received
-
20
4
Exceptional item
2024
2023
£000
£000
Expenditure
Exceptional item - Admin costs (incl in Admin range)
53
46
53
46
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
5
Operating loss
2024
2023
£000
£000
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
569
(237)
Fair value adjustment on convertible loan
-
(624)
Research and development costs
15
88
Government grants
-
(20)
Depreciation of owned tangible fixed assets
387
242
Loss on disposal of tangible fixed assets
6
5
Amortisation of intangible assets
1,548
3,084
Impairment of intangible assets
3,532
7,857
Share-based payments
1,019
1,658
Operating lease charges
260
254
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
113
123
For other services
All other non-audit services
40
47
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Coffee shops
23
10
-
-
Administration and central functions
69
29
10
9
Total
92
39
10
9
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Employees
(Continued)
- 29 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Wages and salaries
5,007
3,972
798
1,524
Social security costs
279
164
66
59
Pension costs
107
23
10
9
5,393
4,159
874
1,592
8
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
207
373
Company pension contributions to defined contribution schemes
3
8
210
381
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£000
£000
Remuneration for qualifying services
115
135
Company pension contributions to defined contribution schemes
1
2

During the period retirement benefits were accruing to 2 directors (202 3: 2) in respect of defined

contribution pension schemes.

9
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
-
0
2
Other interest income
45
32
Total income
45
34
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
10
Interest payable and similar expenses
2024
2023
£000
£000
Interest on bank overdrafts and loans
299
-
Other interest
21
(279)
Total finance costs
320
(279)
11
Taxation
2024
2023
£000
£000
Current tax
UK corporation tax on profits for the current period
3
(85)
Deferred tax
Origination and reversal of timing differences
(83)
-
0
Total tax credit
(80)
(85)

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

2024
2023
£000
£000
Loss before taxation
(9,375)
(13,966)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.01%)
(2,344)
(3,074)
Tax effect of expenses that are not deductible in determining taxable profit
156
1,004
Tax effect of income not taxable in determining taxable profit
-
0
(12)
Unutilised tax losses carried forward
374
-
0
Adjustments in respect of prior years
-
0
4
Group relief
(85)
(2)
Effect of overseas tax rates
-
0
(80)
Impairment not deductible for tax purposes
1,812
1,730
Movement in deferred tax not recognised
7
345
Taxation credit
(80)
(85)
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£000
£000
In respect of:
Goodwill
13
3,532
7,595
Intangible assets
13
-
262
Recognised in:
Administrative expenses
3,532
7,857

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

13
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Development costs
Website costs
Total
£000
£000
£000
£000
£000
£000
Cost
At 1 January 2024
18,297
488
40
719
143
19,687
Additions
1,749
53
847
225
11
2,885
Disposals
-
0
(1)
-
0
(58)
(80)
(139)
Exchange adjustments
-
0
(11)
19
(18)
(14)
(24)
At 31 December 2024
20,046
529
906
868
60
22,409
Amortisation and impairment
At 1 January 2024
13,306
426
9
637
91
14,469
Amortisation charged for the year
1,188
49
140
146
25
1,548
Impairment losses
3,532
-
0
-
0
-
0
-
0
3,532
Disposals
-
0
(1)
-
0
(58)
(77)
(136)
Exchange adjustments
-
0
7
24
(12)
(9)
10
At 31 December 2024
18,026
481
173
713
30
19,423
Carrying amount
At 31 December 2024
2,020
48
733
155
30
2,986
At 31 December 2023
4,991
62
31
82
52
5,218
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Intangible fixed assets
(Continued)
- 32 -
Company
Development costs
£000
Cost
At 1 January 2024 and 31 December 2024
228
Amortisation and impairment
At 1 January 2024
203
Amortisation charged for the year
24
At 31 December 2024
227
Carrying amount
At 31 December 2024
1
At 31 December 2023
25

Amortisation and impairment charges on intangible assets are charged to administrative expenses.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Intangible fixed assets
(Continued)
- 33 -

Goodwill and intangible assets

For impairment testing goodwill acquired through business combinations are allocated to CGUs, which are also operating and reportable segments.

Carrying amount of goodwill and capitalised development costs by CGU

Ecoriginals Econaps Project Blank Stockshare Klean Kanteen

2024 2023 2024 2023 2024 2023 2024 2023 2024

£000 £000 £000 £000 £000 £000 £000 £000 £000

Goodwill - 7,898 - 1,985 - 1,713 - 368 1,724

Capitalised development - - - - - - - 301 70

costs

The group considers the recent performance of each CGU in light of current market conditions and the recent trading results of each CGU and whether recent budgeted trading results have been met. Throughout 202 4, the Ecoriginals and Econaps CGUs (together making up the Care division) and the Leisure CGU (comprising Project Blank) have experienced tougher trading conditions in their core Australian markets and not met forecasted revenue and EBITDA levels, indicating a potential impairment of goodwill and other assets in these CGUs. In addition, general technological advancement has also indicated a potential impairment of the Stockshare CGU.

Ecoriginals and Econaps CGUs

The recoverable amounts of the Ecoriginals and Econaps CGUs of Nil, as at 31 December 202 4 have been determined based on a value in use calculation using cash flow projections from financial budgets. These financial budgets, which were approved by senior management, consider a conservative scenario where the CGUs continue to experience challenging economic conditions. It was concluded that the fair value less costs of disposal did not exceed the value in use for either CGU. As a result of this analysis, in respect of the Ecoriginals and Econaps CGU, management has recognised an impairment charge of £1.7m in the current period against goodwill. These impairment charges are recorded within administrative expenses in the statement of profit or loss.

Leisure CGU

The recoverable amount of the Leisure CGU is £Nil as at 31 December 202 4 has also been determined based on a value in use calculation using cash flow projections from financial budgets. These financial budgets, which were approved by senior management, consider a conservative scenario where the CGU continues to experience challenging economic conditions. It was concluded that the fair value less costs of disposal did not exceed the value in use. As a result of this analysis management has recognised an impairment charge of £1.5 m in the current period against goodwill. This impairment charge is recorded within administrative expenses in the statement of profit or loss.

Stockshare CGU

The recoverable amount of the Stockshare CGU of £Nil, as at 31 December 2024 has also been determined based on a value in use calculation using cash flow projections from financial budgets. Management recognises that the speed of technological change and the possibility of new entrants would have a significant impact on the recoverable value of the Stockshare CGU. Accordingly, the financial budgets, which were approved by senior management, consider the impact of a credible competitor rolling out a largely similar technology platform. It was concluded that the fair value less costs of disposal did not exceed the value in use. As a result of this analysis management has recognised an impairment charge of £0.3m in the current period against goodwill. These impairment charges are recorded within administrative expenses in the statement of profit or loss.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Intangible fixed assets
(Continued)
- 34 -

Klean Kanteen CGU

Klean Kanteen was acquired during the year by Think Better Group Limited. The recoverable amount of the Klean Kanteen CGU of £1.7m, as at 31 December 2024 has also been determined based on a value in use calculation using cash flow projections from financial budgets. Accordingly, the financial budgets, which were approved by senior management, consider the impact of expansion into overseas markets and continued development with existing large customers. It was concluded that the fair value less costs of disposal exceeded the value in use.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
14
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£000
£000
£000
£000
£000
£000
£000
Cost
At 1 January 2024
-
0
-
0
913
141
34
35
1,123
Additions
193
36
1,172
46
-
0
-
0
1,447
Disposals
-
0
-
0
(183)
(44)
(31)
(35)
(293)
Exchange adjustments
-
0
-
0
(1)
(1)
(2)
-
0
(4)
At 31 December 2024
193
36
1,901
142
1
-
0
2,273
Depreciation and impairment
At 1 January 2024
-
0
-
0
499
84
30
24
637
Depreciation charged in the year
7
-
0
333
35
6
6
387
Eliminated in respect of disposals
-
0
-
0
(171)
(41)
(35)
(30)
(277)
Exchange adjustments
-
0
-
0
3
(1)
-
0
-
0
2
At 31 December 2024
7
-
0
664
77
1
-
0
749
Carrying amount
At 31 December 2024
186
36
1,237
65
-
0
-
0
1,524
At 31 December 2023
-
0
-
0
414
57
4
11
486
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
Company
Fixtures and fittings
£000
Cost
At 1 January 2024
44
Additions
3
Disposals
(32)
At 31 December 2024
15
Depreciation and impairment
At 1 January 2024
28
Depreciation charged in the year
5
Eliminated in respect of disposals
(29)
At 31 December 2024
4
Carrying amount
At 31 December 2024
11
At 31 December 2023
16
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Investments in subsidiaries
16
-
0
-
0
6,012
6,102
Unlisted investments
405
405
405
405
405
405
6,417
6,507

Other fixed asset investments comprise two minority investments held by Think Better Group Limited in Minor Figures Limited (£350,000) and Bryks Ltd (£55,000).

Movements in fixed asset investments
Group
Investments
£000
Cost or valuation
At 1 January 2024 and 31 December 2024
405
Carrying amount
At 31 December 2024
405
At 31 December 2023
405
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Fixed asset investments
(Continued)
- 37 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£000
£000
£000
Cost or valuation
At 1 January 2024
6,102
405
6,507
Additions
3,627
-
3,627
At 31 December 2024
9,729
405
10,134
Impairment
At 1 January 2024
-
-
-
Impairment losses
3,717
-
3,717
At 31 December 2024
3,717
-
3,717
Carrying amount
At 31 December 2024
6,012
405
6,417
At 31 December 2023
6,102
405
6,507
16
Subsidiaries

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

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Subsidiaries
(Continued)
- 38 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Brewed By Hand Limited*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Colonna Industries Group Limited*
Unit 5 Apollo Park, Armstrong Way, Yate, Bristol, England, BS37 5AH
Ordinary
59.00
-
Curators Coffee Limted*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Best Coffee Technologies Limited*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Peak Water Limited*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Think Better Group UK Trading Limited*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Project Blank UK Holdings Limited*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Stockshare UK Holdings*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
100.00
-
Think Better Group Austrailia Pty Ltd
Pitcher Partners, Level 13, 664 Collins Street, Docklands, VIC 3008, Austrailia
Ordinary
100.00
-
Econaps Pty Ltd
Pitcher Partners, Level 13, 664 Collins Street, Docklands, VIC 3008, Austrailia
Ordinary
100.00
-
Think Better Group (US) Inc
1209 Orange Street, Wilmington, New Castle 19801, USA
Ordinary
100.00
-
Ecoriginals Trading Pty Ltd
Pitcher Partners, Level 13, 664 Collins Street, Docklands, VIC 3008, Austrailia
Ordinary
0
100.00
Coffee Jobs Limited*
Park House, North Street, Horsham, West Sussex, England, RH12 1RN
Ordinary
0
100.00
Colonna & Smalls Limited*
Unit 5 Apollo Park, Armstrong Way, Yate, Bristol, England, BS37 5AH
Ordinary
0
59.00
Colonna London Limited*
Unit 5 Apollo Park, Armstrong Way, Yate, Bristol, England, BS37 5AH
Ordinary
0
59.00
Project Blank Pty Ltd
Pitcher Partners, Level 13, 664 Collins Street, Docklands, VIC 3008, Austrailia
Ordinary
0
100.00
Stockshare Pty Ltd
Pitcher Partners, Level 13, 664 Collins Street, Docklands, VIC 3008, Austrailia
Ordinary
0
100.00
Colonna Limited*
Unit 5 Apollo Park, Armstrong Way, Yate, Bristol, England, BS37 5AH
Ordinary
0
59.00
Klean Kanteen
3960 Morrow Lane
Chico, California 95928, United States
Ordinary
80.00
-

* The above subsidiaries have taken the exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary undertakings. The company has given a guarantee for all outstanding liabilities to which the entities are subject to at the reporting date.

17
Stocks
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Raw materials and consumables
945
952
-
-
Finished goods and goods for resale
3,704
1,484
-
0
-
0
4,649
2,436
-
-
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Stocks
(Continued)
- 39 -

The difference between purchase price or production cost of stocks and their replacement cost is not material.

The carrying value of stocks are stated net of impairment losses totalling £25,115 (202 3: £Nil). Impairment losses totalling £Nil (202 3: £Nil) were recognised in profit and loss.

18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
2,029
348
2
2
Corporation tax recoverable
-
0
10
-
0
-
0
Amounts owed by group undertakings
-
-
9,600
8,062
Other debtors
98
350
17
83
Prepayments and accrued income
411
51
3
-
0
2,538
759
9,622
8,147
Amounts falling due after more than one year:
Other debtors
10
10
-
0
-
0
Deferred tax asset (note 23)
374
-
0
83
-
0
384
10
83
-
Total debtors
2,922
769
9,705
8,147

An impairment loss of £48,772 (202 3: £2 8,000) was recognised against trade debtors.

Amounts owed by group undertakings are interest-free and repayable on demand.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 40 -
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Bank loans
21
2,480
128
-
0
-
0
Obligations under finance leases
22
-
0
4
-
0
-
0
Other borrowings
21
95
212
95
212
Trade creditors
2,505
953
50
59
Amounts owed to group undertakings
-
0
-
0
2,033
1,711
Other taxation and social security
246
167
30
56
Deferred income
24
32
39
-
0
-
0
Other creditors
1,004
306
641
2
Accruals and deferred income
550
293
194
184
6,912
2,102
3,043
2,224

Amounts owed to group undertakings are interest-free and payable on demand.

20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Bank loans and overdrafts
21
448
244
-
0
-
0
Obligations under finance leases
22
-
0
14
-
0
-
0
Other borrowings
21
205
60
84
60
653
318
84
60
Amounts included above which fall due after five years are as follows:
Payable by instalments
123
-
-
-
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Bank loans
2,928
372
-
0
-
0
Other loans
300
272
179
272
3,228
644
179
272
Payable within one year
2,575
340
95
212
Payable after one year
653
304
84
60
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Loans and overdrafts
(Continued)
- 41 -

Other loans

Included in other loans due in less than and more than 1 year is a secured Corona Virus Business Interruption Loan of £70,833 (2023: £1 20,833) taken out by Brewed By Hand Limited with HSBC in May 2020. The CBILS loan is repayable in 60 equal instalments from June 2021 and is repayable in full by June 2026. The loan has a fixed interest rate of 3.9% and is secured by a debenture over the assets of Brewed By Hand Limited.

Included in other loans due in less than and more than 1 year are six unsecured “Bounce Back” loans, taken out with HSBC in 2020 by Pacedco No.1 Limited, Colonna Ltd, Colonna & Smalls Ltd, Coffee Jobs Limited, Best Coffee Technologies Ltd and Peak Water Ltd. The original loans were each for £50,000.

The total balance of these loans was £223,495 at 31 December 202 4 (2023: £2 51,083). The loans are all repayable over 10 years and have a fixed interest rate of 2.5% per annum. Included in other loans due in less and more than 1 year, is a secured loan of £119,798 (2023: £212,194) received from Innovate UK. The loan is secured by a fixed and floating charge covering all of the property and assets of Think Better Group Limited and incorporates a negative pledge. Interest accrues on the loan at a fixed rate of 3.7% per annum. Interest and capital repayments are made quarterly. The loan is due to be repaid in full by December 2025.

Klean Kanteen has a revolving credit facility with a balance at 31 December 2024 of £2,287,113 (2023: Nil) with a maturity date of 31 January 2026. Included in other loans due in less than and more than 1 year are two loans taken out by Klean Kanteen with Wells Fargo and the US Small Business Administration. The Wells Fargo loan is repayable in 60 equal instalments from April 202 3 and is repayable in full by March 202 8. The loan has a fixed interest rate of 7.23%. The SBA loan is repayable in 360 equal instalments from January 202 3 and is repayable in full by January 20 53. The loan has a fixed interest rate of 3.75%

22
Finance lease obligations
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Future minimum lease payments due under finance leases:
Within one year
-
0
4
-
0
-
0
In two to five years
-
0
14
-
0
-
0
-
18
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 42 -
23
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£000
£000
£000
£000
Accelerated capital allowances
7
6
-
-
Tax losses
-
-
374
-
7
6
374
-
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£000
£000
£000
£000
Tax losses
-
-
83
-
Group
Company
2024
2024
Movements in the year:
£000
£000
Liability at 1 January 2024
6
-
Credit to profit or loss
(373)
(83)
Asset at 31 December 2024
(367)
(83)

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. T he deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

24
Deferred income
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Other deferred income
32
39
-
-
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
107
109
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Retirement benefit schemes
(Continued)
- 43 -

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

26
Share-based payment transactions

Under the Think Better Group Limited EMI share option scheme, equity‑settled share‑based payment awards are granted to certain employees who are key to the operations of the group. Options are granted with a fixed exercise price, are exercisable only on an "Exit Event", and expire 10 years after the grant date.

Employees are not entitled to dividends until options are exercised. The options are subject to continued employment; awards lapse if an employee leaves the group unless the company agrees otherwise. On exercise, the company issues new ordinary shares.

A reconciliation of share option movements for the year ended 31 December 2024 is presented below.

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
23,250,543
16,516,405
0.09
0.12
Granted
-
7,765,877
-
0.03
Forfeited
-
(1,031,739)
-
0.16
Expired
(198,833)
-
0.23
-
Outstanding at 31 December 2024
23,051,710
23,250,543
0.08
0.09
Exercisable at 31 December 2024
-
-
-
-

The options outstanding at 31 December 2024 had an exercise price ranging from £0.01 to £0.67, and a remaining contractual life from 3 to 9 years.

Group

The group is unable to directly measure the fair value of employee services received. Instead, the fair value of the share options granted during the period is determined using the Black-Scholes pricing model. The model is internationally recognised as being appropriate to value employee share schemes similar to the group's scheme.

The total charge for the year in respect of share based payments issued under the group's scheme is £1.02m (2023: £1.65m).

27
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of 1p each
94,065,688
84,217,714
940
842
Ordinary A shares of 1p each
24,832,433
24,832,433
248
248
118,898,121
109,050,147
1,188
1,090
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
27
Share capital
(Continued)
- 44 -
2024
2023
2024
2023
Preference share capital
Number
Number
£000
£000
Issued and fully paid
Preference shares of 1p each
23,367,889
23,367,889
233,679
233,679
Preference shares classified as equity
234
234
Preference shares classified as liabilities
233,445
233,445
233,679
233,679
Total equity share capital
1,422
1,324

The Ordinary shares have full voting rights, right to receive dividends and participate in the distribution of surplus in the event of liquidation.

On 4 March 202 4, 9,847,974 Ordinary £0.01 shares were issued at a price of £0.2568 per share.

28
Reserves
Share premium

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

A non-distributable reserve, following the redemption or purchase of the company’s own shares.

Other reserves

Other reserves relate to the share option reserve.

Foreign exchange reserve

Comprises translation differences arising from the translation of financial statements of the group’s foreign entities into Sterling (£).

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 45 -
29
Acquisition of a business

On 4 March 2024 the group acquired 80 percent of the issued capital of Klean Kanteen.

Book Value
Adjustments
Fair Value
Net assets acquired
£000
£000
£000
Intangible assets
2,629
-
2,629
Property, plant and equipment
1,010
-
1,010
Inventories
3,016
-
3,016
Trade and other receivables
2,178
-
2,178
Cash and cash equivalents
(91)
-
(91)
Borrowings
(3,254)
-
(3,254)
Trade and other payables
(1,628)
-
(1,628)
Deferred tax
288
-
288
Total identifiable net assets
4,148
-
4,148
Non-controlling interests
(829)
Goodwill
308
Total consideration
3,627
The consideration was satisfied by:
£000
Issue of shares
2,529
Deferred consideration
632
Incidental costs of acquisition
466
3,627
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£000
Turnover
12,096
Loss after tax
(1,000)

Management have estimated the useful life of goodwill to be 10 years. The Klean Kanteen business is well established in the United States and is looked to expand overseas.

The deferred consideration was paid in the form of shares in Think Better Group Limited issued on 26th February 2026.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 46 -
30
Financial commitments, guarantees and contingent liabilities

T he Company has given parental guarantees to the following companies relating to outstanding liabilities to which the subsidiary company is subject:

Think Better Group Limited

Brewed By Hand Limited

Peak Water Limited

Coffee Jobs Limited

Best Coffee Technologies Limited

Colonna Limited

Colonna & Smalls Limited

Colonna London Limited

Think Better Group UK Trading Ltd

Stockshare UK Holdings Ltd

Colonna Industries Group Limited

Curators Coffee Limited

Project Blank UK Holdings Ltd

Pacedco No.1 Limited

31
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Within one year
110
154
11
11
Between two and five years
158
283
-
14
267
437
11
25
32
Events after the reporting date

1,230,997 ordinary shares of £0.01 each, with a total nominal value of £12,309.97 were issued on 25th February 2025.

A further 1,239,197 ordinary shares of £0.01 each, with a total nominal value of £12,391.97 were issued on 26th February 2026.

On 17th March 2026, Klean Kanteen renewed the agreement with their credit facility until 31 January 2028.

33
Related party transactions
Transactions with related parties
THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
33
Related party transactions
(Continued)
- 47 -

During the period ended 31 December 2024, Klean Kanteen has management charges of £29,647 (2023: Nil) from Think Better Group Limited and £2,062 (2023: Nil) from Think Better Group Pty. At 31 December 2024, there was a balance of £17,575 (2023: Nil) due to Think Better Group Limited and £2,062 (2023: Nil) due to Think Better Group Pty.

During the period ended 31 December 2024, Colonna Limited has management charges of £94,323 (2023: £91,564) from Think Better Group Limited, £192 (2023: Nil) to Colonna Industries Group Limited and £73,847 (2023: £63,536) to Peak Water Limited. At 31 December 2024, there was a balance of £259,286 (2023: 179,964) due to Think Better Group Limited, £476,392 (2023: £476,583) due to Colonna Industries Group Limited and £210,131 (2023: 136,284) due from Peak Water Limited. During the same priod, Colonna Limited sold £893 (2023: £101,000) of goods to Colonna & Smalls Limited and £1,705 (2023: £18,000) to Colonna London Limited. At 31 December 2024, there was a balance of £195,945(2023: £180,052) due to Colonna & Smalls Limited and £5,792 (2023: £4,086) due from Colonna London Limited.

During the period ended 31 December 2024, Colonna & Smalls Limited has management charges of £11,072 (2023: £4,486) from Think Better Group Limited. At 31 December 2024, there was a balance of £13,778 (2023: 4,224) due toThink Better Group Limited. During the same priod, Colonna & Smalls Limited sold £3,939 (2023: £16,992) to Colonna London Limited. At 31 December 2024, there was a balance of £9,763 (2023: £13,702) due to Colonna London Limited.

During the period ended 31 December 2024, Colonna London Limited has management charges of £33,716 (2023: £10,686) from Think Better Group Limited. At 31 December 2024, there was a balance of £44,401 (2023: 10,686) due toThink Better Group Limited.

At 31 December 2024, Colonna Industries Group Limited has a convertible loan note balance of £356,102 (2023: 319,163) due from Think Better Group Limited.

THINK BETTER GROUP LTD (CONSOLIDATION)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 48 -
34
Cash absorbed by group operations
2024
2023
£000
£000
Loss after taxation
(9,295)
(13,881)
Adjustments for:
Taxation credited
(80)
(85)
Finance costs
320
(279)
Investment income
(45)
(34)
Loss on disposal of tangible fixed assets
17
5
Amortisation and impairment of intangible assets
5,080
10,939
Depreciation and impairment of tangible fixed assets
387
243
Foreign exchange gains on cash equivalents
-
(593)
Equity settled share based payment expense
1,019
1,658
Fair value adjustment
-
(624)
Non cash changes
(632)
-
Movements in working capital:
Decrease in stocks
803
560
Decrease in debtors
389
219
Increase/(decrease) in creditors
1,592
(74)
Decrease in deferred income
(7)
-
Cash absorbed by operations
(452)
(1,946)
35
Analysis of changes in net funds/(debt) - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£000
£000
£000
£000
Cash at bank and in hand
3,664
(2,985)
485
1,164
Borrowings excluding overdrafts
(644)
(2,584)
-
(3,228)
Obligations under finance leases
(18)
18
-
-
3,002
(5,551)
485
(2,064)
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