Company registration number 09227206 (England and Wales)
EVAPO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
EVAPO LTD
COMPANY INFORMATION
Directors
V Corner
A Kuttruf
I Stringer
Company number
09227206
Registered office
71-75 Shelton Street
Covent Garden
London
England
WC2H 9JQ
Auditor
Azets Audit Services
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
EVAPO LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 25
EVAPO LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Review of the business

The Company’s principal activity continues to be the sales of e-liquids, hardware and related products through their chain of retail vape stores and supporting websites.

In the financial year under review, both the market generally and our business in particular have seen strong sales growth, which continues to provide a strong foundation for the future. We remain as one of the top 3 retail vape chains in the UK.

Currently a large percentage of the company’s profit is driven by our retail vape stores. The Company continue to push ahead with their 3-year growth strategy which has significantly increased the number of stores within their portfolio, driving revenue and long-term profitability. Another key part of the growth strategy is to continue investing in Web channels (further developing the customer journey and brand presence) and in effectively utilising our extensive customer base.

Within our stores we have NCSCT (National Centre for Smoking Cessation and Training) trained colleagues who are able to help smokers on their journey to stop smoking.

Evapo Limited’s vision is: “to help every smoker become a vaper and turn every vaper into a friend”.

Investment in people continues through both in-house and external training, promoting existing colleagues where possible. This investment happens at all levels and ensures that we have the right skills for what is needed now as well as the skills needed for continued growth.

In June 2025 a ban on disposable devices came into force, which we were well prepared for, with customers being converted to using other devices. A tax on vaping will be implemented from October 2026 and we are part of the working group engaged with the HMRC to ensure we are fully compliant and prepared for. We are supportive of additional regulation provided it addresses the underlying challenges and provides additional funding for enforcement. The influence of bodies such as Public Health England, who recognise vaping is 95% less harmful than smoking and an effective means to stop smoking, is positive and we are confident Evapo Limited is in a very strong position to continue its growth.

Principal risks and uncertainties

The Company discusses risks, uncertainties, and opportunities on a regular basis with both the Directors and senior management team:

- Legislative and market risk – E-cigarettes are regulated under the UK Tobacco and Related Products Regulations 2016 (TRPR) with E-cigarettes and e-liquids subject to a notification scheme for which the Medicines and Healthcare products Regulatory Agency (MHRA) is the competent authority in the UK. Management continues to take all necessary steps to ensure that all requirements under these regulations are met and that appropriate processes and controls exist within the business.

The Company is a member of two trade bodies representing the interests of the vaping sector, the largest being the UKVIA (with the companies CEO being part of the Board). This helps ensure that we are planning ahead for potential risks but more importantly allow us to work with Government bodies on regulation changes that will affect the industry.

- Competitive and customer risk - The company continues to work both directly with manufacturers (of which there is one within the Group, Evapo Limited is part of) as well as distributors. This allows us to ensure we are purchasing at the most competitive rates and have a good continuity of supply.

EVAPO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
Key performance indicators

The Company monitors its performance using key indicators on turnover, gross profit, profit before tax as well as its ability to service external funding.

Turnover increased 8.6% during the year to £21.7m. Gross profit was flat in the year (56.0% vs 55.9%). As a result of minimum wage and NI increases, profit before tax decreased to £1.5m from £1.8m prior year. There were no write offs in the current financial year.

On behalf of the board

A Kuttruf
Director
28 March 2026
EVAPO LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Results and dividends

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

Ordinary dividends were paid amounting to £2,811,225 (2024 - £Nil). 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:

V Corner
A Kuttruf
I Stringer
Statement of directors' responsibilities

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

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

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

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

Statement of disclosure 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 C ompany’s auditor 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 C ompany’s auditor is aware of that information.

EVAPO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -
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
A Kuttruf
Director
28 March 2026
EVAPO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVAPO LTD
- 5 -
Opinion

We have audited the financial statements of Evapo Ltd (the 'C ompany') for the year ended 30 September 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 the financial statements:

- give a true and fair view of the state of the Company's affairs as at 30 September 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the 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.

EVAPO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVAPO LTD (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the C ompany and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

- the 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

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

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 C ompany'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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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.

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

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 C ompany 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 C ompany'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 C ompany'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 C ompany and the C ompany's members as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Southey (Senior Statutory Auditor)
For and on behalf of Azets Audit services
30 March 2026
Chartered Accountants
Statutory Auditor
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
EVAPO LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
2025
2024
as restated
Notes
£
£
Turnover
3
21,735,434
20,019,684
Cost of sales
(9,559,796)
(8,828,055)
Gross profit
12,175,638
11,191,629
Administrative expenses
(10,738,455)
(9,382,944)
Other operating income
-
0
73,059
Operating profit
4
1,437,183
1,881,744
Interest receivable and similar income
8
57,615
20,403
Interest payable and similar expenses
9
(20,681)
(63,542)
Profit before taxation
1,474,117
1,838,605
Tax on profit
10
(527,152)
(384,604)
Profit for the financial year
946,965
1,454,001

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 25 form part of these financial statements.

EVAPO LTD
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 9 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
12
136,662
-
0
Tangible assets
13
734,773
871,380
871,435
871,380
Current assets
Stocks
14
1,812,967
1,542,644
Debtors
15
2,361,364
3,611,017
Cash at bank and in hand
2,542,653
1,664,867
6,716,984
6,818,528
Creditors: amounts falling due within one year
16
(5,644,968)
(3,827,727)
Net current assets
1,072,016
2,990,801
Total assets less current liabilities
1,943,451
3,862,181
Creditors: amounts falling due after more than one year
17
(33,331)
(184,896)
Provisions for liabilities
Deferred tax liability
20
180,927
83,832
(180,927)
(83,832)
Net assets
1,729,193
3,593,453
Capital and reserves
Called up share capital
22
100
100
Profit and loss reserves
1,729,093
3,593,353
Total equity
1,729,193
3,593,453

The notes on pages 11 to 25 form part of these financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 28 March 2026 and are signed on its behalf by:
A Kuttruf
Director
Company registration number 09227206 (England and Wales)
EVAPO LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 30 September 2024:
Balance at 1 October 2023
100
2,139,352
2,139,452
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
1,454,001
1,454,001
Balance at 30 September 2024
100
3,593,353
3,593,453
Year ended 30 September 2025:
Profit and total comprehensive income for the year
-
946,965
946,965
Dividends
11
-
(2,811,225)
(2,811,225)
Balance at 30 September 2025
100
1,729,093
1,729,193

The notes on pages 11 to 25 form part of these financial statements.

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
1
Accounting policies
Company information

Evapo L t d is a private company limited by shares incorporated in England and Wales. The registered office is 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ.

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 C ompany. Monetary a mounts in these financial statements are rounded to the nearest £.

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

This C ompany 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. T he C ompany has therefore taken advantage of e xemptions from the following disclosure requirements:

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

The financial statements of the C ompany are consolidated in the financial statements of Modern Health Group Limited. These consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

1.2
Business combinations

The 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.

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

1.3
Going concern

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

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
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.

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

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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 5 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.

1.6
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:

Development costs
5 years
1.7
Tangible fixed assets

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

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

Fixtures and fittings
20% straight line
Computers
33% straight line
Motor vehicles
25% straight line

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 credited or charged to profit or loss.

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.8
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.

1.9
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.

1.10
Financial instruments

The company 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 company's balance sheet when the C ompany becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -
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 Company 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 Company 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. A m ounts 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 s ubsequently 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.

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the C ompany’s contractual obligations expire or are discharged or cancelled.

1.11
Taxation

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

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 Company’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 when the Company has 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.

1.12
Retirement benefits

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

1.13
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 s asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 16 -
2
Judgements and key sources of estimation uncertainty
Critical judgements

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

Impairment of tangible and intangible fixed assets

The directors determine whether there are indicators of impairment of the group's fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful lives of tangible and intangible fixed assets

The cost of fixed assets is depreciated over its useful economic life. Management estimates the useful lives of these assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation and amortisation charges could be revised. The accounting policy of intangible fixed assets is described in note 1.5 and 1.6 with tangible fixed assets described in note 1.7 The carrying amount of the group's intangible and tangible fixed assets in the balance sheet are disclosed in notes 12 and 13 of the financial statements.

Impairment of trade debtors

The group reviews trade receivable balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in receivables and those which are not, are impaired and the impaired loss is recorded in the income statement. In making this judgement, the group evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade receivables, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 1.10. At the year end the carrying amount of trade debtors is stated in note 15.

Stock

Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends. The accounting policy of stocks is described in note 1.8. At the year end the carrying amount of stocks is stated in note 14.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Manufacture and retail of e-liquids and related products (sale of Vapes and vaping products)
21,735,434
20,019,684
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
3
Turnover and other revenue
(Continued)
- 17 -
2025
2024
£
£
Turnover analysed by geographical market
UK
21,735,434
19,996,480
Europe
-
23,204
21,735,434
20,019,684
2025
2024
£
£
Other revenue
Interest income
57,615
20,403
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
40,227
13,972
Depreciation of owned tangible fixed assets
285,254
289,728
Depreciation of tangible fixed assets held under finance leases
9,212
12,589
Loss on disposal of tangible fixed assets
9
-
Amortisation of intangible assets
-
27,066
Impairment of stocks recognised or reversed
(22,500)
(18,345)
Operating lease charges
1,465,875
1,298,916
5
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the Company
19,250
12,700
6
Employees

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

2025
2024
Number
Number
Head Office
21
20
Stop Smoking/Quit Clinic
7
8
Web
7
8
Store staff
199
184
Total
234
220
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
6
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,743,538
5,223,568
Social security costs
545,926
426,776
Pension costs
330,438
84,104
6,619,902
5,734,448
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
267,945
193,200
Company pension contributions to defined contribution schemes
229,557
4,073
497,502
197,273

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
87,000
85,700
Company pension contributions to defined contribution schemes
188,026
1,761
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
57,615
20,403
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
20,681
63,542
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 19 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
415,935
374,601
Adjustments in respect of prior periods
14,122
7,243
Total current tax
430,057
381,844
Deferred tax
Origination and reversal of timing differences
97,095
2,760
Total tax charge
527,152
384,604

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

2025
2024
£
£
Profit before taxation
1,474,117
1,838,605
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
368,529
459,651
Tax effect of expenses that are not deductible in determining taxable profit
3,949
10,802
Group relief
-
0
(34,182)
Permanent capital allowances in excess of depreciation
32,859
(56,603)
Amortisation on assets not qualifying for tax allowances
-
0
(5,067)
Other permanent differences
10,598
-
0
Under/(over) provided in prior years
14,122
7,243
Deferred tax
97,095
2,760
Taxation charge for the year
527,152
384,604
11
Dividends
2025
2024
£
£
Interim paid
2,811,225
-
0
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 20 -
12
Intangible fixed assets
Goodwill
Development costs
Total
£
£
£
Cost
At 1 October 2024
51,000
252,459
303,459
Additions - business combinations
136,662
-
0
136,662
At 30 September 2025
187,662
252,459
440,121
Amortisation and impairment
At 1 October 2024 and 30 September 2025
51,000
252,459
303,459
Carrying amount
At 30 September 2025
136,662
-
0
136,662
At 30 September 2024
-
0
-
0
-
0
13
Tangible fixed assets
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 October 2024
2,440,833
221,911
47,990
2,710,734
Additions
143,655
14,213
-
0
157,868
Disposals
(133)
(1,875)
-
0
(2,008)
At 30 September 2025
2,584,355
234,249
47,990
2,866,594
Depreciation and impairment
At 1 October 2024
1,656,281
159,240
23,833
1,839,354
Depreciation charged in the year
248,631
38,970
6,865
294,466
Eliminated in respect of disposals
(133)
(1,866)
-
0
(1,999)
At 30 September 2025
1,904,779
196,344
30,698
2,131,821
Carrying amount
At 30 September 2025
679,576
37,905
17,292
734,773
At 30 September 2024
784,552
62,671
24,157
871,380

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
-
0
24,156
Computers
13,497
19,276
13,497
43,432
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
14
Stocks
2025
2024
£
£
Finished goods and goods for resale
1,812,967
1,542,644
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
630,320
693,059
Amounts owed by group undertakings
210,000
1,953,145
Other debtors
271,040
222,008
Prepayments and accrued income
1,250,004
742,805
2,361,364
3,611,017
16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
18
-
0
68,925
Obligations under finance leases
19
6,010
31,277
Trade creditors
1,034,928
1,254,229
Amounts owed to group undertakings
164,086
45,439
Corporation tax
199,318
238,632
Other taxation and social security
513,810
538,022
Other creditors
66,358
24,420
Accruals and deferred income
3,660,458
1,626,783
5,644,968
3,827,727
17
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
19
-
0
5,607
Amounts owed to group undertakings
-
0
179,289
Other creditors
33,331
-
0
33,331
184,896
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
18
Loans and overdrafts
2025
2024
£
£
Bank loans
-
0
68,925
Payable within one year
-
0
68,925
19
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
6,010
31,277
In two to five years
-
0
5,607
6,010
36,884
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
180,927
83,832
2025
Movements in the year:
£
Liability at 1 October 2024
83,832
Charge to profit or loss
97,095
Liability at 30 September 2025
180,927
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
330,438
84,104

The C ompany operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £17,411 (2024 - £17,110) were payable to the fund at the balance sheet date.

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
22
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.1p each
8,934
8,934
89
89
Ordinary B shares of 0.1p each
1,066
1,066
11
11
10,000
10,000
100
100

The ordinary A shares of nominal value £0.01 rank pari passu and have full voting, dividend and capital distribution rights; they do not confer any rights of redemption.

The ordinary B shares of nominal value £0.01 rank pari passu with dividend and capital distribution rights, however they do no have full voting rights.

23
Acquisition

On 1 April 2025 the company acquired the business of Vapawell Ltd.

Fair Value
£
Property, plant and equipment
5,000
Inventories
25,000
Total identifiable net assets
30,000
Goodwill
136,662
Total consideration
166,662
Satisfied by:
£
Cash
100,000
Deferred consideration
66,662
166,662

EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
24
Operating lease commitments
As lessee

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

2025
2024
£
£
Within one year
1,473,185
1,382,279
Between two and five years
3,256,072
3,745,155
In over five years
692,947
883,102
5,422,204
6,010,536
25
Related party transactions

The Company is exempt under Paragraph 33.1A of FRS 102 from disclosing related party transactions with entities that are part of the group headed by Modern Health Group Limited, where 100% of the voting rights are controlled within the group.

During the year the Company purchased goods from WeBottle Ltd of £1,341,996 (2024 - £1,362,197). It was also owed trade creditor balances of £144,679 (2024 - £45,439) - this balance was reclassified to amounts owed to group undertakings.

During the year the company had an oustanding balance from Fueld Media of £15,160 (2024: £Nil) in which Mr Stringer has a controlling interest.

26
Ultimate controlling party

The ultimate parent Company at the balance sheet date was Modern Health Group Limited, a company incorporated in England and Wales. The financial statements for this Company can be located at Companies House, Crown Way, Cardiff, CF14 3UZ.

27
Prior period adjustment
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
2024
£
Total adjustments
-
Profit as previously reported
1,454,001
Profit as adjusted
1,454,001
EVAPO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
27
Prior period adjustment
(Continued)
- 25 -
Notes to reconciliation
Change in presentation of other income

During the period management noted that other income relating to a contract held by another group company should be treated as agency income. A prior year adjustment has been posted reducing other income by £320,563 and reducing admin expenses by the same amount. This has had no impact on profit or reserves.

2025-09-30 2024-10-01 false false false CCH Software CCH Accounts Production 2025.300 No description of principal activity V Corner A Kuttruf I Stringer 09227206 2024-10-01 2025-09-30 09227206 bus:Director1 2024-10-01 2025-09-30 09227206 bus:Director2 2024-10-01 2025-09-30 09227206 bus:Director3 2024-10-01 2025-09-30 09227206 bus:RegisteredOffice 2024-10-01 2025-09-30 09227206 2025-09-30 09227206 2023-10-01 2024-09-30 09227206 core:RetainedEarningsAccumulatedLosses 2023-10-01 2024-09-30 09227206 core:RetainedEarningsAccumulatedLosses 2024-10-01 2025-09-30 09227206 core:Goodwill 2025-09-30 09227206 core:Goodwill 2024-09-30 09227206 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-09-30 09227206 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-09-30 09227206 2024-09-30 09227206 core:FurnitureFittings 2025-09-30 09227206 core:ComputerEquipment 2025-09-30 09227206 core:MotorVehicles 2025-09-30 09227206 core:FurnitureFittings 2024-09-30 09227206 core:ComputerEquipment 2024-09-30 09227206 core:MotorVehicles 2024-09-30 09227206 core:WithinOneYear 2025-09-30 09227206 core:WithinOneYear 2024-09-30 09227206 core:AfterOneYear 2025-09-30 09227206 core:AfterOneYear 2024-09-30 09227206 core:CurrentFinancialInstruments 2025-09-30 09227206 core:CurrentFinancialInstruments 2024-09-30 09227206 core:Non-currentFinancialInstruments 2025-09-30 09227206 core:Non-currentFinancialInstruments 2024-09-30 09227206 core:ShareCapital 2025-09-30 09227206 core:ShareCapital 2024-09-30 09227206 core:RetainedEarningsAccumulatedLosses 2025-09-30 09227206 core:RetainedEarningsAccumulatedLosses 2024-09-30 09227206 core:ShareCapital 2023-09-30 09227206 core:RetainedEarningsAccumulatedLosses 2023-09-30 09227206 core:ShareCapitalOrdinaryShareClass1 2025-09-30 09227206 core:ShareCapitalOrdinaryShareClass1 2024-09-30 09227206 core:ShareCapitalOrdinaryShareClass2 2025-09-30 09227206 core:ShareCapitalOrdinaryShareClass2 2024-09-30 09227206 core:ShareCapitalOrdinaryShares 2025-09-30 09227206 core:ShareCapitalOrdinaryShares 2024-09-30 09227206 core:Goodwill 2024-10-01 2025-09-30 09227206 core:IntangibleAssetsOtherThanGoodwill 2024-10-01 2025-09-30 09227206 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-10-01 2025-09-30 09227206 core:FurnitureFittings 2024-10-01 2025-09-30 09227206 core:ComputerEquipment 2024-10-01 2025-09-30 09227206 core:MotorVehicles 2024-10-01 2025-09-30 09227206 core:UKTax 2024-10-01 2025-09-30 09227206 core:UKTax 2023-10-01 2024-09-30 09227206 1 2024-10-01 2025-09-30 09227206 1 2023-10-01 2024-09-30 09227206 2 2024-10-01 2025-09-30 09227206 2 2023-10-01 2024-09-30 09227206 3 2024-10-01 2025-09-30 09227206 3 2023-10-01 2024-09-30 09227206 4 2024-10-01 2025-09-30 09227206 4 2023-10-01 2024-09-30 09227206 core:Goodwill 2024-09-30 09227206 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-09-30 09227206 2024-09-30 09227206 core:FurnitureFittings 2024-09-30 09227206 core:ComputerEquipment 2024-09-30 09227206 core:MotorVehicles 2024-09-30 09227206 core:Non-currentFinancialInstruments 1 2025-09-30 09227206 core:Non-currentFinancialInstruments 1 2024-09-30 09227206 core:BetweenTwoFiveYears 2025-09-30 09227206 core:BetweenTwoFiveYears 2024-09-30 09227206 bus:OrdinaryShareClass1 2024-10-01 2025-09-30 09227206 bus:OrdinaryShareClass2 2024-10-01 2025-09-30 09227206 bus:OrdinaryShareClass1 2025-09-30 09227206 bus:OrdinaryShareClass1 2024-09-30 09227206 bus:OrdinaryShareClass2 2025-09-30 09227206 bus:OrdinaryShareClass2 2024-09-30 09227206 bus:AllOrdinaryShares 2025-09-30 09227206 bus:AllOrdinaryShares 2024-09-30 09227206 core:MoreThanFiveYears 2025-09-30 09227206 core:MoreThanFiveYears 2024-09-30 09227206 bus:PrivateLimitedCompanyLtd 2024-10-01 2025-09-30 09227206 bus:FRS102 2024-10-01 2025-09-30 09227206 bus:Audited 2024-10-01 2025-09-30 09227206 bus:FullAccounts 2024-10-01 2025-09-30 xbrli:pure xbrli:shares iso4217:GBP