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Registered number: 13478475
Buy Whole Foods Online Holdings Ltd
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 31 March 2025
Main Office
56 Broad Street
Chipping Sodbury
Bristol
BS37 6AG
Buy Whole Foods Online Holdings Ltd
Contents
Contents

| Page
--- | ---
Strategic Report | 1
Directors' Report | 2—3
Independent Auditor's Report | 4—7
Consolidated Statement of Comprehensive Income | 8
Consolidated Balance Sheet | 9—10
Company Balance Sheet | 11
Consolidated Statement of Changes in Equity | 12
Company Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Notes to the Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16—25

Page 1
Buy Whole Foods Online Holdings Ltd
Strategic Report
For The Year Ended 31 March 2025
Strategic Report
The directors present their strategic report for the year ended 31 March 2025.
Principal Risks and Uncertainties
On behalf of the board

Mr Arthur Martin Director
31 March 2026

Page 1
Page 2
Buy Whole Foods Online Holdings Ltd
Company No. 13478475
Directors' Report For The Year Ended 31 March 2025
Directors' Report
The directors present their report and the financial statements for the year ended 31 March 2025.
Principal Activity
The group's principal activity continues to be that of the sale of food stuffs on the internet.
Directors
The directors who held office during the year were as follows:

Mr Joseph Cooper
Mr Arthur Martin

Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:

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

Page 2
Page 3
Buy Whole Foods Online Holdings Ltd
Directors' Report (continued)
For The Year Ended 31 March 2025
Independent Auditors
The auditors, PJE Chartered Accountants & Statutory Auditors, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board

Mr Arthur Martin Director
31 March 2026

Page 3
Page 4
Independent Auditor's Report
to the Members of
Buy Whole Foods Online Holdings Ltd
Independent Auditor's Report
Opinion
We have audited the financial statements of Buy Whole Foods Online Holdings Ltd (the "parent company") and its subsidiaries (the "group") for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:

- give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2025 and of the group's profit/(loss) for the year then ended;
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 and parent company's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
Page 4
Page 5
Independent Auditor's Report (continued)
to the Members of
Buy Whole Foods Online Holdings Ltd
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:

- the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records or 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' Responsibilities Statement set out on page 2—3, 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 group and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Page 5
Page 6
Independent Auditor's Report (continued)
to the Members of
Buy Whole Foods Online Holdings Ltd
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity, group and management.
Our approach was as follows:
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and company and determined that the most significant are FRS 102 (United Kingdom Generally Accepted Accounting Practice), UK Companies Act and relevant tax legislation, General Data Protection Regulation (GDPR) requirements, health and safety laws, employment regulations, The Equality Act 2010, anti-bribery and corruption regulations; and those that had a fundamental effect on the operations of the group and company such as food standards and environmental regulations.
- We understood how the group and company is complying with those frameworks by holding enquiries with management and those charged with governance. We understood the potential incentive and ability to override controls, and employee access to guidance of how to report any instances on non-compliance. We understood any controls put in place to reduce the opportunities for fraudulent transactions.
- We assessed the susceptibility of the group and company's financial statements to material misstatement, including how fraud might occur by holding enquiries with management and those charged with governance. Through these procedures we determined there to be a risk of management override and a fraud risk in relation to and the valuation of provisions and accruals due to the judgements and estimates involved in calculating these liabilities.
o In performing our work over revenue, we considered there to be specific risks relating to the cut-off of transactions and manual journal entries around period end. We used data analytics to test cut-off and used a lower testing threshold to test manual journal entries posted around the balance sheet date..
o In performing our work relating to valuation of provisions and accruals, we performed analytical review procedures to identify any unexpected fluctuations, used a lower testing threshold in performing our detailed testing, obtained management's assumptions of the liabilities, and challenged and validated the assumptions used in the calculations. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiry of management and those charged with governance as to any fraud identified or suspected in the period, any actual or potential litigation or claims or breaches of
significant laws or regulations applicable to the company. We also completed procedures to conclude on the compliance of significant disclosures in the financial statements with the requirements of the relevant
accounting standards and UK legislation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use Of Our Report
This report is made solely to the company's 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 that 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.
Page 6
Page 7
Independent Auditor's Report (continued)
to the Members of
Buy Whole Foods Online Holdings Ltd

Philip Evans BSc FCA (Senior Statutory Auditor) for and on behalf of PJE Chartered Accountants & Statutory Auditors , Statutory Auditor
31 March 2026
PJE Chartered Accountants & Statutory Auditors 2 Oakfield Road Clifton Bristol BS8 2AL

Page 7
Page 8
Buy Whole Foods Online Holdings Ltd
Consolidated Statement of Comprehensive Income
For The Year Ended 31 March 2025
Consolidated Statement of Comprehensive Income

| 2025 |  | 2024
--- | --- | --- | ---
| Notes | £ |  | £
TURNOVER | 3 | 25,640,111 |  | 21,083,959
Cost of sales |  | (16,591,995 ) |  | (13,965,769 )
GROSS PROFIT |  | 9,048,116 |  | 7,118,190
Administrative expenses |  | (5,204,257 ) |  | (4,544,235 )
OPERATING PROFIT | 4 | 3,843,859 |  | 2,573,955
Exceptional items |  | - |  | (171,234)
Other interest receivable and similar income | 9 | 277,700 |  | 73,928
Interest payable and similar charges | 10 | (50 ) |  | -
PROFIT BEFORE TAXATION |  | 4,121,509 |  | 2,476,649
Tax on Profit | 11 | (1,040,678 ) |  | (698,340 )
PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT |  | 3,080,831 |  | 1,778,309
OTHER COMPREHENSIVE INCOME FOR THE YEAR |  | - |  | -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT |  | 3,080,831 |  | 1,778,309

The notes on pages 15 to 25 form part of these financial statements.
Page 8
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Buy Whole Foods Online Holdings Ltd
Consolidated Balance Sheet
As At 31 March 2025
Consolidated Balance Sheet
Registered number: 13478475

| 2025 | 2024
--- | --- | ---
| Notes | £ | £ | £ | £
FIXED ASSETS
Intangible Assets | 12 |  | 651,712 |  | 552,631
Tangible Assets | 13 |  | 2,788,427 |  | 2,692,666
|  |  | 3,440,139 |  | 3,245,297
CURRENT ASSETS
Stocks | 15 | 2,603,989 |  | 2,126,714 |
Debtors | 16 | 518,925 |  | 574,303 |
Cash at bank and in hand |  | 6,845,235 |  | 5,544,384 |
|  | 9,968,149 |  | 8,245,401 |
Creditors: Amounts Falling Due Within One Year | 17 | (2,381,369 ) |  | (2,538,248 ) |
NET CURRENT ASSETS (LIABILITIES) |  |  | 7,586,780 |  | 5,707,153
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 11,026,919 |  | 8,952,450
PROVISIONS FOR LIABILITIES
Deferred Taxation | 18 |  | (223,612 ) |  | (185,912 )
NET ASSETS |  |  | 10,803,307 |  | 8,766,538
CAPITAL AND RESERVES
Called up share capital | 20 |  | 1,125 |  | 1,125
Share premium account |  |  | 2,438,282 |  | 2,438,282
Profit and Loss Account |  |  | 8,363,900 |  | 6,327,131
SHAREHOLDERS' FUNDS |  |  | 10,803,307 |  | 8,766,538

Page 9
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Buy Whole Foods Online Holdings Ltd
Consolidated Balance Sheet (continued)
As At 31 March 2025
On behalf of the board

Mr Arthur Martin Director
31 March 2026

The notes on pages 15 to 25 form part of these financial statements.
Page 10
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Buy Whole Foods Online Holdings Ltd
Company Balance Sheet
As At 31 March 2025
Company Balance Sheet
Registered number: 13478475

| 2025 | 2024
--- | --- | ---
| Notes | £ | £ | £ | £
FIXED ASSETS
Investments | 14 |  | 1,700 |  | 1,700
|  |  | 1,700 |  | 1,700
CURRENT ASSETS
Debtors | 16 | 2,444,436 |  | 2,444,436 |
|  | 2,444,436 |  | 2,444,436 |
Creditors: Amounts Falling Due Within One Year | 17 | (4,236 ) |  | (4,236 ) |
NET CURRENT ASSETS (LIABILITIES) |  |  | 2,440,200 |  | 2,440,200
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 2,441,900 |  | 2,441,900
NET ASSETS |  |  | 2,441,900 |  | 2,441,900
CAPITAL AND RESERVES
Called up share capital | 20 |  | 1,125 |  | 1,125
Share premium account |  |  | 2,438,282 |  | 2,438,282
Profit and Loss Account |  |  | 2,493 |  | 2,493
SHAREHOLDERS' FUNDS |  |  | 2,441,900 |  | 2,441,900

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 1,044,062 (2024: £ 648,743 profit).
On behalf of the board

Mr Arthur Martin Director
31 March 2026

The notes on pages 15 to 25 form part of these financial statements.
Page 11
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Buy Whole Foods Online Holdings Ltd
Consolidated Statement of Changes in Equity
For The Year Ended 31 March 2025
Consolidated Statement of Changes in Equity

| Share Capital | Share Premium | Profit and Loss Account | Total
--- | --- | --- | --- | ---
| £ | £ | £ | £
As at 1 April 2023 | 1,000 | - | 5,173,432 | 5,174,432
Profit for the year and total comprehensive income | - | - | 1,778,309 | 1,778,309
Dividends paid | - | - | (624,610) | (624,610)
Arising on shares issued during the period | 125 | 2,438,282 | - | 2,438,407
As at 31 March 2024 and 1 April 2024 | 1,125 | 2,438,282 | 6,327,131 | 8,766,538
Profit for the year and total comprehensive income | - | - | 3,080,831 | 3,080,831
Dividends paid | - | - | (1,044,062) | (1,044,062)
As at 31 March 2025 | 1,125 | 2,438,282 | 8,363,900 | 10,803,307

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Buy Whole Foods Online Holdings Ltd
Company Statement of Changes in Equity
For The Year Ended 31 March 2025
Company Statement of Changes in Equity

| Share Capital | Share Premium | Profit and Loss Account | Total
--- | --- | --- | --- | ---
| £ | £ | £ | £
As at 1 April 2023 | 1,000 | - | (21,639 ) | (20,639)
Profit for the year and total comprehensive income | - | - | 648,743 | 648,743
Dividends paid | - | - | (624,611) | (624,611)
Arising on shares issued during the period | 125 | 2,438,282 | - | 2,438,407
As at 31 March 2024 and 1 April 2024 | 1,125 | 2,438,282 | 2,493 | 2,441,900
Profit for the year and total comprehensive income | - | - | 1,044,062 | 1,044,062
Dividends paid | - | - | (1,044,062) | (1,044,062)
As at 31 March 2025 | 1,125 | 2,438,282 | 2,493 | 2,441,900

Page 13
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Buy Whole Foods Online Holdings Ltd
Consolidated Statement of Cash Flows
For The Year Ended 31 March 2025
Consolidated Statement of Cash Flows

| 2025 |  | 2024
| Notes | £ |  | £
Cash flows from operating activities
Net cash generated from operations | 1 | 3,300,308 |  | 2,479,988
Interest paid |  | (50 ) |  | -
Tax paid |  | (841,797 ) |  | (367,534 )
Net cash generated from operating activities |  | 2,458,461 |  | 2,112,454
Cash flows from investing activities
Purchase of intangible assets |  | (188,838 ) |  | (182,435 )
Proceeds from disposal of intangible assets |  | - |  | 15,419
Purchase of tangible assets |  | (205,318 ) |  | (156,250 )
Proceeds from disposal of tangible assets |  | 5,273 |  | 36,189
Proceeds from disposal of investment in subsidiary undertaking |  | - |  | 76,167
Interest received |  | 277,601 |  | 78,511
Net cash used in investing activities |  | (111,282 ) |  | (132,399 )
Cash flows from financing activities
Proceeds from issue of share capital |  | - |  | 2,438,407
Equity dividends paid |  | (1,044,062 ) |  | (624,611 )
Amount introduced by directors |  | 2,090 |  | 2,070
Net cash (used in)/generated from financing activities |  | (1,041,972 ) |  | 1,815,866
Increase in cash and cash equivalents |  | 1,305,207 |  | 3,795,921
Cash and cash equivalents at beginning of year | 2 | 5,544,384 |  | 1,745,398
Foreign exchange (losses)/gains on cash and cash equivalents |  | (4,356 ) |  | 3,065
Cash and cash equivalents at end of year | 2 | 6,845,235 |  | 5,544,384

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Buy Whole Foods Online Holdings Ltd
Notes to the Consolidated Statement of Cash Flows
For The Year Ended 31 March 2025
Notes to the Consolidated Statement of Cash Flows
1. Reconciliation of profit for the financial year to cash generated from operations

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Profit for the financial year | 3,080,831 |  | 1,778,309
Adjustments for:
Tax on profit | 1,040,678 |  | 698,340
Interest expense | 50 |  | -
Interest income | (277,700 ) |  | (73,928 )
Amortisation of intangible assets | 89,757 |  | 70,874
Depreciation of tangible assets | 104,284 |  | 82,944
Foreign exchange losses/(gains) | 4,454 |  | (3,065)
Movements in working capital:
Increase in stocks | (477,275 ) |  | (313,906 )
Decrease/(increase) in trade and other debtors | 55,378 |  | (2,678,283 )
(Decrease)/increase in trade and other creditors | (320,149 ) |  | 2,918,703
Net cash generated from operations | 3,300,308 |  | 2,479,988

2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Cash at bank and in hand | 6,845,235 |  | 5,544,384

3. Analysis of changes in net funds

| As at 1 April 2024 | Cash flows | As at 31 March 2025
--- | --- | --- | ---
| £ | £ | £
Cash at bank and in hand | 5,544,384 | 1,300,851 | 6,845,235

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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements
For The Year Ended 31 March 2025
Notes to the Financial Statements
1. General Information
Buy Whole Foods Online Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 13478475 . The registered office is Unit B1/B2 Channel View Road, Minster, Ramsgate, CT12 4EX.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 March 2025.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group 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. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
2.3. Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
2.4. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5. Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are .... It is amortised to the profit and loss account over its estimated economic life of .... years.
2.6. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold | 30% on reducing balance
Leasehold | 30% on reducing balance and term of lease
Plant & Machinery | 30% on reducing balance
Fixtures & Fittings | 30% on reducing balance
Computer Equipment | 30% on reducing balance

2.7. Investments
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Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
2.8. Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
2.9. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.10. Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.11. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
3. Turnover
Analysis of turnover by class of business is as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Recharge of staff costs | - |  | 7,929
Sale of goods | 25,640,111 |  | 21,076,030
| 25,640,111 |  | 21,083,959

4. Operating Profit
The operating profit is stated after charging:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Bad debts | 4,821 |  | -
Depreciation of tangible fixed assets | 104,284 |  | 82,944
Amortisation of intangible fixed assets | 89,757 |  | 70,874

5. Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the year was as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Audit Services
Audit of the company's financial statements | 18,690 |  | 15,315

6. Staff Costs
Staff costs, including directors' remuneration, were as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Wages and salaries | 2,096,499 |  | 1,815,560
Social security costs | 208,477 |  | 178,147
Other pension costs | 35,331 |  | 29,656
| 2,340,307 |  | 2,023,363

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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
7. Average Number of Employees
Group
Average number of employees, including directors, during the year was as follows:

| 2025 |  | 2024
--- | --- | --- | ---
Office and administration | 17 |  | 18
Operations | 46 |  | 36
| 63 |  | 54

Company
Average number of employees, including directors, during the year was: NIL (2024: NIL)
- -
8. Directors' remuneration

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Emoluments | 222,920 |  | 242,302
Company contributions to money purchase pension schemes | 1,926 |  | 1,347
| 224,846 |  | 243,649

Information regarding the highest paid director was as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Emoluments | 117,783 |  | 121,151
Company contributions to money purchase pension schemes | 1,321 |  | 1,347
| 119,104 |  | 122,498

9. Interest Receivable and Similar Income

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Bank interest receivable | 277,700 |  | 73,928

10. Interest Payable and Similar Charges

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Other finance charges | 50 |  | -

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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
11. Tax on Profit

The tax charge on the profit for the year was as follows:
| Tax Rate | 2025 |  | 2024
--- | --- | --- | --- | ---
| 2025 | 2024 | £ |  | £
Current tax
UK Corporation Tax | 25.0% | 25.0% | 1,002,977 |  | 673,438
Deferred Tax
Deferred taxation | 37,701 |  | 24,902
Total tax charge for the period | 1,040,678 |  | 698,340
The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
| 2025 |  | 2024
| £ |  | £
Profit before tax | 4,121,509 |  | 2,476,649
Tax on profit at 25% (UK standard rate) | 1,030,586 |  | 626,211
Goodwill/depreciation not allowed for tax | 48,510 |  | 38,454
Expenses not deductible for tax purposes | 11,409 |  | 85,416
Capital allowances | (87,528 ) |  | (63,241 )
Short term timing differences | 37,701 |  | 24,902
Group relief | - |  | (13,402 )
Total tax charge for the period | 1,040,678 |  | 698,340

12. Intangible Assets
Group

| Other
--- | ---
| £
Cost
As at 1 April 2024 | 708,735
Additions | 188,838
As at 31 March 2025 | 897,573

...CONTINUED
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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025

Amortisation
As at 1 April 2024 | 156,104
Provided during the period | 89,757
As at 31 March 2025 | 245,861
Net Book Value
As at 31 March 2025 | 651,712
As at 1 April 2024 | 552,631

Company
The company had no intangible fixed assets as at 31 March 2025 or 31 March 2024.
13. Tangible Assets
Group

| Land & Property
--- | ---
| Freehold | Leasehold | Plant & Machinery | Fixtures & Fittings
| £ | £ | £ | £
Cost
As at 1 April 2024 | 2,459,150 | 230,772 | 618,984 | 10,359
Additions | 20,198 | 44,514 | 19,355 | 34,333
Disposals | - | - | (3,907 ) | -
As at 31 March 2025 | 2,479,348 | 275,286 | 634,432 | 44,692
Depreciation
As at 1 April 2024 | 187,839 | - | 556,490 | 8,977
Provided during the period | 6,973 | - | 47,350 | 10,715
Disposals | - | - | (3,907 ) | -
As at 31 March 2025 | 194,812 | - | 599,933 | 19,692
Net Book Value
As at 31 March 2025 | 2,284,536 | 275,286 | 34,499 | 25,000
As at 1 April 2024 | 2,271,311 | 230,772 | 62,494 | 1,382

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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025

| Computer Equipment | Total
--- | --- | ---
| £ | £
Cost
As at 1 April 2024 | 148,476 | 3,467,741
Additions | 86,918 | 205,318
Disposals | (6,891 ) | (10,798 )
As at 31 March 2025 | 228,503 | 3,662,261
Depreciation
As at 1 April 2024 | 21,769 | 775,075
Provided during the period | 39,246 | 104,284
Disposals | (1,618 ) | (5,525 )
As at 31 March 2025 | 59,397 | 873,834
Net Book Value
As at 31 March 2025 | 169,106 | 2,788,427
As at 1 April 2024 | 126,707 | 2,692,666

Company
The company had no tangible fixed assets as at 31 March 2025 or 31 March 2024.
14. Investments
Company

| Subsidiaries
--- | ---
| £
Cost or Valuation
As at 1 April 2024 | 1,700
As at 31 March 2025 | 1,700
Provision
As at 1 April 2024 | -
As at 31 March 2025 | -
Net Book Value
As at 31 March 2025 | 1,700
As at 1 April 2024 | 1,700

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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
15. Stocks

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Stock | 2,603,989 |  | 2,126,714

16. Debtors

| Group |  | Company
--- | --- | --- | ---
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Due within one year
Trade debtors | 24,043 |  | 2,429 |  | - |  | -
Other debtors | 494,882 |  | 571,874 |  | - |  | -
Due after more than one year
Amounts owed by group undertakings | - |  | - |  | 2,444,436 |  | 2,444,436
| 518,925 |  | 574,303 |  | 2,444,436 |  | 2,444,436

17. Creditors: Amounts Falling Due Within One Year

| Group |  | Company
--- | --- | --- | ---
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Trade creditors | 1,114,544 |  | 1,392,267 |  | - |  | -
Other creditors | 373,508 |  | 412,153 |  | 236 |  | 236
Corporation tax | 834,618 |  | 673,438 |  | - |  | -
Taxation and social security | 53,449 |  | 54,490 |  | - |  | -
Accruals and deferred income | 5,250 |  | 5,900 |  | 4,000 |  | 4,000
| 2,381,369 |  | 2,538,248 |  | 4,236 |  | 4,236

18. Deferred Taxation
The provision for deferred tax is made up as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Other timing differences | 223,612 |  | 185,912

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Buy Whole Foods Online Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
19. Provisions for Liabilities

Group
| Deferred Tax | Total
--- | --- | ---
| £ | £
As at 1 April 2024 | 185,912 | 185,912
Additions | 37,700 | 37,700
Balance at 31 March 2025 | 223,612 | 223,612

20. Share Capital

| 2025 |  | 2024
--- | --- | --- | ---
Allotted, called up and fully paid | £ |  | £
1 Ordinary Shares of £ 1,125.00 each | 1,125 |  | 1,125

21. Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £35,331 (2024: £29,656).
At the balance sheet date contributions of £1,980 (2024: £1,486) were due to the fund and are included in creditors.
22. Dividends

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
On equity shares:
Interim dividend paid | - |  | 1,299,221
Final dividend paid | 1,044,062 |  | (674,611 )
| 1,044,062 |  | 624,610

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