Vapes-Bars Ltd

	Page
Strategic Report	1—3
Director's Report	4—5
Independent Auditor's Report	6—9
Profit and Loss Account	10
Statement of Comprehensive Income	11
Balance Sheet	12—13
Statement of Changes in Equity	14
Cash Flow Statement	15
Notes to the Cash Flow Statement	16
Notes to the Financial Statements	17—23

The director presents his strategic report for the year ended 29 July 2025.

Review of the Business

Vapes-Bars Ltd is engaged in the wholesale of disposable vape bars, premium e-liquids, advanced vape kits, and a variety of essential vaping accessories to retail stores and customers. The company operates internationally through a number of distribution channels as well as across the UK through retail vape shops, distributors, supermarkets, convenience stores and dedicated e-commerce platforms that service consumers directly.

Through a series of strategic acquisitions of plant and machinery, the company has been able to expand its channel breadth and expand its product portfolio. Having fully integrated these acquisitions, and delivering revenue synergy opportunities, the current year has shown exceptional growth in financial performance. This is underpinned by the company's high brand recognition and strong long-term relationships which have yielded new opportunities across its core markets, coupled with continued growth of single use vape products.

Vapes-Bars long-term strategic objective is to establish a strong presence in the vaping industry by offering high-quality, innovative, and compliant products that cater to consumer preferences while ensuring responsible vaping and sustainable growth.

Management has continued to invest in its operations to improve and streamline processes across the organisation. Our continued focus and investment in people, knowledge and skills has seen a continued strengthening leadership team that delivers the required level of skill and diligence to ensure the company has a good balance between corporate governance and entrepreneurial flair when executing its growth plan. The team has many years of experience in successfully delivering excellence in a fast growth sector. As a result, the company is well positioned and confident in its growth prospects and trajectory and has continued to make significant investment in both physical infrastructure, fulfilment, operating technologies and in people, knowledge and skills.

Over the last year, the influence of bodies such as Public Health England who recognise vaping as a safer alternative to smoking and as a means to stop smoking, has remained positive. However, the government carried out a consultation at the end of 2023 with a view to restricting youth access to these products and to minimise the environmental impact of single use products. In January 2024 the government announced its intention to ban the use of single use vapes and plans for further consultation on the regulation of vape flavours, packaging and point of sale. This new regulation comes into force on 01 June 2025 when it will become illegal for businesses in the UK to sell, offer for sale, or possess for sale any single-use or disposable vapes. This ban applies across all sales channels, including online and in-store, and covers all disposable vapes, regardless of whether they contain nicotine. However, reusable vapes, those designed to be recharged and refilled, will remain legal to sell. Vapes-Bars Ltd has always been a strong advocate for responsible vaping and is dedicated to preventing underage access to vape products. Having already implemented strict age verification proves across its B2C operations, we remain focused on ensuring the highest standards of quality and responsibility in our products and services to ensure that adult smokers continue to have access to the right products as part of the smoking cessation journey.

Financial Position

The directors remain satisfied with the company's pre taxation profit position.

The company maintains a strong cash position, closing the year with cash of £421,895 (2024: 2,338,076).
The company has a strong net asset position of £13,040,969 (2024: £7,815,032)
Vapes-Bar strategy focuses on product innovation, regulatory compliance, market expansion, customer engagement, and sustainability initiatives while leveraging strategic partnerships to enhance brand reach and credibility

Key Performance Indicators

The director has identified the following KPIs as critical measures of the company's financial performance:

...CONTINUED

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Vapes-Bars Ltd

Strategic Report (continued)

For The Year Ended 29 July 2025

Review of the Business - continued

Turnover for the current year decreased by £9.24m to £162,645,319 (2024: 171,888,144) and gross profit decreased by 1.95% to £32,967,691 (2024: 33,623,208). This resulted in gross profit margin increasing to 20.27% (2024: 19.56%).

Profit on ordinary activities before tax was £6,967,917 in the year ended 29 July 2025 compared to £8,289,204 in the previous year.

Future Outlook

Management plan to develop the activities of the company taking into account the general economic conditions that are likely to exist in the coming year recognising that safety, quality customer experience and service are key to competitiveness.

Principal Risks and Uncertainties

Governance and control remain at the heart of the company's management, and the company has monthly meetings attended by the director of the company and the senior leadership team. At these meetings, risks, uncertainties and opportunities are all discussed with plans implemented to mitigate and manage areas of risk and opportunity.

Legislative risks - E-cigarettes are regulated under the UK Tobacco and Related Products Regulations 2016 (TRPR). E-cigarettes and e-liquids are subject to a notification scheme for which the Medicines and Healthcare products (MHRA) is the competent authority in the UK. Management take all necessary steps to ensure that all requirements under these regulations are met and that appropriate processes and controls exist within the business. We have continued to make investments in this area, proactively engaging in positive steps to support positive regulation.

Research and Development

The company invests in research and development in order to remain at the forefront of the industry in terms of flavours and products offered to customers.

Employees

Vapes-Bar actively encourages the involvement of all employees through staff meetings and forums. Communication on all matters of importance to employees are made through dedicated staff portal, newsletters and by encouraging engagements through collaborative events throughout the year. Staff numbers have remained low and consistent as we continue to retain and value our existing staff.

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Vapes-Bars Ltd

Strategic Report (continued)

For The Year Ended 29 July 2025

Section 172(1) Statement

The director provides the following statement pursuant to the companies Act 2006 (as amended by Companies (Miscellaneous Reporting) Regulations 2018) (the "Act") to describe how they have acted in accordance with his duty under s.172 of the Act to promote the success of the company for the benefit of its members(s) as a whole, and in so doing, how they have had regard to those factors set out in 172 (1) (a) to (f) of the Act during the financial year.

Furthermore, in compliance with the Large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 2006 (as amended by Companies (Miscellaneous Reporting) Regulations 2018), the director provides the statement which follows to describe how they have engaged with employees, and how they have had regard to employee interests and the need to foster the company's business relationships with suppliers, customers and others, and in each case the effect of that regard, including on principle decisions taken by the company during the financial year.

Section 172 required a Director to have regard to the following matters, among others, when discharging their duty:

the likely consequences of any decision in the long-term;
the interests of the company employees;
the need to foster the company's business relationships with suppliers, customers and other;
the impact of the company's operations on the community and the environment
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the company.

The director is responsible for managing the affairs of the company to achieve its long-term prosperity by making important decisions, monitoring the underlying performance of the company, as well as being a means for establishing ethical standards. Understanding the interests of key stakeholders is an important part of the Company's strategy and helps inform the directors' decision making throughout the year.

On behalf of the board

Mr A Matliwala

Director

24/04/2026

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Vapes-Bars Ltd

Company No. 13540609

Director's Report For The Year Ended 29 July 2025

Director's Report

The director presents his report and the financial statements for the year ended 29 July 2025.

Principal Activity

The company's principal activity continues to be that of the wholesale of e-cigarettes to retail stores.

Directors

The director who held office during the year were as follows:

Mr A Matliwala

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the director consider them to be of strategic importance to the business.

Statement of Director's Responsibilities

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 of the profit or loss of the company for that period. In preparing the financial statements the director is required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The director is 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 Director's Report is approved:

so far as the director is aware, there is no relevant audit information of which the company'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's auditors are aware of that information.

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Vapes-Bars Ltd

Director's Report (continued)

For The Year Ended 29 July 2025

Independent Auditors

The auditors, Bishops Audit Limited, 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 A Matliwala

Director

24/04/2026

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Independent Auditor's Report

to the Members of

Vapes-Bars Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Vapes-Bars Ltd for the year ended 29 July 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, 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 company's affairs as at 29 July 2025 and of its 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity'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 director is 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.

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Independent Auditor's Report (continued)

to the Members of

Vapes-Bars 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

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

adequate accounting records have not been kept, 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 or returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Director's Responsibilities Statement set out on page 4—5, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director 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 director is responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

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Independent Auditor's Report (continued)

to the Members of

Vapes-Bars 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 are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on thedetermination of material amounts and disclosures in the financial statements, to perform audit procedures to helpidentify instances of non-compliance with other laws and regulations that may have a material effect on the financialstatements, and to respond appropriately to identified or suspected non compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud by designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud we:

obtained an understanding of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

enquired of management about their own identification and assessment of irregularities, including any known actual, suspected or alleged instances of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider that the most significant laws and regulations that have a direct impact on the financial statements are FRS102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect instances of non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures and reviewing information regarding tax compliance.

We identified the risk of management override of controls as the main area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to:

testing manual journal entries and other adjustments and evaluating the business rationale in relation to any significant, unusual transactions and transactions entered into outside the normal course of business .

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.

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Independent Auditor's Report (continued)

to the Members of

Vapes-Bars Ltd

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.

David Evans BA FCA (Senior Statutory Auditor)

for and on behalf of Bishops Audit Limited , Statutory Auditor

27/04/2026

Bishops Audit Limited

Unit1 Croft Court

Plumpton Close

Whitehills Industrial Park

Blackpool

FY4 5PR

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Vapes-Bars Ltd

Profit and Loss Account

For The Year Ended 29 July 2025

Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER	3	162,645,319	171,888,144
Cost of sales		(129,677,628 )	(138,264,936 )

GROSS PROFIT		32,967,691	33,623,208

Distribution costs		(19,947,697 )	(22,179,128 )
Administrative expenses		(6,053,583 )	(3,128,328 )

OPERATING PROFIT	4	6,966,411	8,315,752
Other interest receivable and similar income	9	1,506	907
Interest payable and similar charges	10	-	(27,455 )

PROFIT BEFORE TAXATION		6,967,917	8,289,204
Tax on Profit	11	(1,741,979 )	(2,080,156 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		5,225,938	6,209,048

The notes on pages 16 to 23 form part of these financial statements.

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Vapes-Bars Ltd

Statement of Comprehensive Income

For The Year Ended 29 July 2025

Statement of Comprehensive Income

	2025	2024
	£	£
PROFIT FOR THE FINANCIAL YEAR	5,225,938	6,209,048
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	5,225,938	6,209,048

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Vapes-Bars Ltd

Balance Sheet

As At 29 July 2025

Balance Sheet

Registered number: 13540609

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		15,313,304		8,244,367

			15,313,304		8,244,367
CURRENT ASSETS
Stocks	13	2,792,353		215,465
Debtors	14	15,042,820		9,629,472
Cash at bank and in hand		421,895		2,338,076

		18,257,068		12,183,013
Creditors: Amounts Falling Due Within One Year	15	(16,726,895 )		(10,557,263 )

NET CURRENT ASSETS (LIABILITIES)			1,530,173		1,625,750

TOTAL ASSETS LESS CURRENT LIABILITIES			16,843,477		9,870,117

PROVISIONS FOR LIABILITIES
Deferred Taxation	16		(3,802,507 )		(2,055,085 )

NET ASSETS			13,040,970		7,815,032

CAPITAL AND RESERVES
Called up share capital	18		1		1
Profit and Loss Account			13,040,969		7,815,031

SHAREHOLDERS' FUNDS			13,040,970		7,815,032

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Vapes-Bars Ltd

Balance Sheet (continued)

As At 29 July 2025

On behalf of the board

Mr A Matliwala

Director

24/04/2026

The notes on pages 16 to 23 form part of these financial statements.

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Vapes-Bars Ltd

Statement of Changes in Equity

For The Year Ended 29 July 2025

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 30 July 2023	1	1,755,983	1,755,984
Profit for the year and total comprehensive income	-	6,209,048	6,209,048

Dividends paid	-	(150,000)	(150,000)

As at 29 July 2024 and 30 July 2024	1	7,815,031	7,815,032


Profit for the year and total comprehensive income	-	5,225,938	5,225,938

As at 29 July 2025	1	13,040,969	13,040,970

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Vapes-Bars Ltd

Cash Flow Statement

For The Year Ended 29 July 2025

Cash Flow Statement

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	6,741,666	10,722,335
Interest paid		-	(27,455 )
Tax paid		(197,529 )	(94,061 )

Net cash generated from operating activities		6,544,137	10,600,819

Cash flows from investing activities
Purchase of tangible assets		(8,489,731 )	(8,664,943 )
Interest received		1,506	907

Net cash used in investing activities		(8,488,225 )	(8,664,036 )

Cash flows from financing activities
Equity dividends paid		-	(150,000 )
Amount introduced by directors		27,907	150,000

Net cash generated from financing activities		27,907	-



(Decrease)/increase in cash and cash equivalents		(1,916,181 )	1,936,783
Cash and cash equivalents at beginning of year	2	2,338,076	401,293

Cash and cash equivalents at end of year	2	421,895	2,338,076

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Vapes-Bars Ltd

Notes to the Cash Flow Statement

For The Year Ended 29 July 2025

Notes to the Cash Flow Statement

1. Reconciliation of profit for the financial year to cash generated from operations

	2025	2024
	£	£
Profit for the financial year	5,225,938	6,209,048
Adjustments for:
Tax on profit	1,741,979	2,080,156
Interest expense	-	27,455
Interest income	(1,506 )	(907 )
Depreciation of tangible assets	1,420,794	445,346
Movements in working capital:
(Increase)/decrease in stocks	(2,576,888 )	268,001
(Increase)/decrease in trade and other debtors	(5,413,348 )	14,311,460
Increase/(decrease) in trade and other creditors	6,344,697	(12,618,224 )

Net cash generated from operations	6,741,666	10,722,335

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	421,895	2,338,076

3. Analysis of changes in net funds

	As at 30 July 2024	Cash flows	As at 29 July 2025
	£	£	£
Cash at bank and in hand	2,338,076	(1,916,181)	421,895

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Vapes-Bars Ltd

Notes to the Financial Statements

For The Year Ended 29 July 2025

Notes to the Financial Statements

1. General Information

Vapes-Bars Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 13540609 . The registered office is St. James Building, Office 440, 4th Floor, 4-12 Regent Street, Rex House, London, SW1Y 4RG.

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. Significant judgements and estimations

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.

Impairment of trade debtors

At the end of the reporting period, management undertake an assessment of the recoverability of trade debtors based upon their knowledge of the customers, ageing of the balances outstanding and previous write off history. Where necessary, an impairment is recorded as a doubtful debt.

The actual level of debt collected may differ from the estimated level of recovery.

Useful life of tangible fixed assets

The useful economic life and expected residual value of tangible fixed assets is assessed at the point of purchase. This is reviewed at the end of the reporting period, to determine whether the estimates are still appropriate.

Impairment of stock

At the end of the reporting period, management undertake an assessment of stock based on their knowledge of the market and the movement of each stock item. Where necessary an impairment is recognised in the profit and loss account.

2.3. 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.

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Vapes-Bars Ltd

Notes to the Financial Statements (continued)

For The Year Ended 29 July 2025

2.4. 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:

Plant & Machinery	15% reducing balance
Fixtures & Fittings	20% reducing balance
Computer Equipment	20% straight line

2.5. 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.

2.6. 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.

2.7. 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.

2.8. 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 company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

...CONTINUED

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Vapes-Bars Ltd

Notes to the Financial Statements (continued)

For The Year Ended 29 July 2025

2.8. Taxation - continued

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.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2025	2024
	£	£
United Kingdom	10,207,146	9,879,352
Europe	135,878,905	156,793,317
Rest of the world	16,559,268	5,215,475

	162,645,319	171,888,144

4. Operating Profit

The operating profit is stated after charging:

	2025	2024
	£	£
Bad debts	1,754,616	14,392
Depreciation of tangible fixed assets	1,420,794	445,346

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	14,700	14,000

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Vapes-Bars Ltd

Notes to the Financial Statements (continued)

For The Year Ended 29 July 2025

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	£	£
Wages and salaries	72,216	42,948

7. Average Number of Employees

Average number of employees, including directors, during the year was: 6 (2024: 5)

8. Director's remuneration

	2025	2024
	£	£
Emoluments	6,809	3,143

9. Interest Receivable and Similar Income

	2025	2024
	£	£
Bank interest receivable	1,506	907

10. Interest Payable and Similar Charges

	2025	2024
	£	£
Bank loans and overdrafts	-	3,281
Late payment tax charges	-	24,174

	-	27,455

11. Tax on Profit

	Tax Rate		2025	2024
The tax charge on the profit for the year was as follows:
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	(5,443 )	29,684
Prior period adjustment			-	1,579

			(5,443 )	31,263

...CONTINUED

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Vapes-Bars Ltd

Notes to the Financial Statements (continued)

For The Year Ended 29 July 2025

	2025	2024
Deferred Tax
Deferred taxation	1,747,422	2,048,893


Total tax charge for the period	1,741,979	2,080,156


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:
	£	£
Profit before tax	6,967,917	8,289,204

Tax on profit at 25% (UK standard rate)	1,741,979	2,072,301
Expenses not deductible for tax purposes	-	6,276
Prior period adjustment	-	1,579

Total tax charge for the period	1,741,979	2,080,156

12. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 30 July 2024	8,548,153	107,411	34,149	8,689,713
Additions	8,362,207	82,659	44,865	8,489,731

As at 29 July 2025	16,910,360	190,070	79,014	17,179,444

Depreciation
As at 30 July 2024	427,408	15,345	2,593	445,346
Provided during the period	1,384,203	23,831	12,760	1,420,794

As at 29 July 2025	1,811,611	39,176	15,353	1,866,140

Net Book Value
As at 29 July 2025	15,098,749	150,894	63,661	15,313,304

As at 30 July 2024	8,120,745	92,066	31,556	8,244,367

13. Stocks

	2025	2024
	£	£
Stock	2,792,353	215,465

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Vapes-Bars Ltd

Notes to the Financial Statements (continued)

For The Year Ended 29 July 2025

14. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	7,281,161	6,007,601
Other debtors	7,761,659	3,621,871

	15,042,820	9,629,472

15. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	7,884,809	6,568,597
Other creditors	178,432	229,611
Corporation tax	210,442	413,414
Taxation and social security	630,453	45,486
Accruals and deferred income	7,822,759	3,300,155

	16,726,895	10,557,263

16. Deferred Taxation

The provision for deferred tax is made up as follows:

	2025	2024
	£	£
Other timing differences	3,802,507	2,055,085

17. Provisions for Liabilities


	Deferred Tax	Total
	£	£
As at 30 July 2024	2,055,085	2,055,085
Deferred taxation	1,747,422	1,747,422

Balance at 29 July 2025	3,802,507	3,802,507

18. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
1 Ordinary Shares of £ 1.00 each	1	1

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Vapes-Bars Ltd

Notes to the Financial Statements (continued)

For The Year Ended 29 July 2025

19. Other Commitments

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
	£	£
Not later than one year	147,000	147,000
Later than one year and not later than five years	379,750	526,750

	526,750	673,750

20. Dividends

	2025	2024
	£	£
On equity shares:
Final dividend paid	-	150,000

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