ACCOUNTS - Final Accounts preparation

Registered number: 14966011

C21 HOLDINGS PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

C21 HOLDINGS PLC

COMPANY INFORMATION

Directors	D S Levin
	A M Rajwan


Company secretary	D S Levin


Registered number	14966011


Registered office	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH


Independent auditors	Harris & Trotter LLP
	Chartered Accountants
	101 New Cavendish Street
	1st Floor South
	London
	United Kingdom
	W1W 6XH

C21 HOLDINGS PLC

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Statement of Financial Position	9 - 10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Analysis of Net Debt	13
Notes to the Financial Statements	14 - 16

C21 HOLDINGS PLC

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

Introduction

The directors present their Strategic Report together with the audited financial statements for the year ended 30 June 2025.

C21 Holdings PLC is the parent company of the group and its business within its subsidiaries is investment in commercial property.

Business review

The key financial highlights for the year are as follows

   2025 2024
   £ £
Profit and loss
Profit/(loss) before tax 262,180 (149,174)
Profit/(loss) after tax 262,180 (149,174)

Statement of Financial Position
Shareholders funds 173,006 (89,074)

The overall group performance is positive as the subsidiaries has received steady rental income throughout the period and thus as a whole, the group has a positive shareholders funds.

The directors are satisfied with the overall performance of the company and the group for the period.

Principal risks and uncertainties

The company's and the group is exposed to risks including failure of tenants to meet their lease obligations, increase to costs of works to the buildings and leasing risk as premises become vacant. These risks are mitigated by our close relationship with our occupiers, leasing agent and contractors.

This report was approved by the board on 20 May 2026 and signed on its behalf.

A M Rajwan

Director

Page 1

C21 HOLDINGS PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2025

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

Directors' responsibilities statement

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙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 to 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.

Directors

The directors who served during the year were:

D S Levin

A M Rajwan

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 2

C21 HOLDINGS PLC

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Auditors

The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

A M Rajwan

Director

Date: 20 May 2026

Page 3

C21 HOLDINGS PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C21 HOLDINGS PLC

Opinion

We have audited the financial statements of C21 Holdings PLC (the 'Company') for the year ended 30 June 2025, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity 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, 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 June 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Page 4

C21 HOLDINGS PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C21 HOLDINGS PLC (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 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, 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime

Page 5

C21 HOLDINGS PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C21 HOLDINGS PLC (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 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.

Auditors' 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 Auditors' 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• We obtained an understanding of the legal and regulatory frameworks applicable to the company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102, the Companies Act 2006 and Health and Safety at Work Act.

• We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquiries of management.

• We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Page 6

C21 HOLDINGS PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C21 HOLDINGS PLC (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.

Jamie Taylor (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants

101 New Cavendish Street

1st Floor South

London

United Kingdom

W1W 6XH

20 May 2026

Page 7

C21 HOLDINGS PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2025

	30 June	Period 30 June
	2025	2024
	£	£


Administrative expenses	(137,820)	(150,276)
Operating loss	(137,820)	(150,276)
Income from shares in group undertakings	400,000	-
Interest receivable and similar income	-	1,102
Profit/(loss) before tax	262,180	(149,174)
Profit/(loss) for the financial year	262,180	(149,174)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

Page 8

C21 HOLDINGS PLC

REGISTERED NUMBER: 14966011

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Investments	4		30,112,900		1,200,400
			30,112,900		1,200,400
Current assets
Debtors: amounts falling due within one year	5	34,446,453		34,048,826
Cash at bank and in hand	6	70		218
		34,446,523		34,049,044
Creditors: amounts falling due within one year	7	(64,386,417)		(35,338,518)
Net current liabilities			(29,939,894)		(1,289,474)
Total assets less current liabilities			173,006		(89,074)

Net assets/(liabilities)			173,006		(89,074)

Capital and reserves
Called up share capital	8	60,000	60,100
Profit and loss account		113,006	(149,174)
		173,006	(89,074)

Page 9

C21 HOLDINGS PLC

REGISTERED NUMBER: 14966011

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 30 JUNE 2025

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A M Rajwan

Director

Date: 20 May 2026

The notes on pages 14 to 16 form part of these financial statements.

Page 10

C21 HOLDINGS PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2024	60,100	(149,174)	(89,074)

Profit for the year	-	262,180	262,180
Shares cancelled during the year	(100)	-	(100)
At 30 June 2025	60,000	113,006	173,006

The notes on pages 14 to 16 form part of these financial statements.

Page 11

C21 HOLDINGS PLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	262,180	(149,174)
Adjustments for:
Dividends received	(400,000)	-
Interest received	-	(1,102)
(Increase) in debtors	(397,626)	(34,048,826)
Increase in creditors	29,047,899	35,338,518
Net cash generated from operating activities	28,512,453	1,139,416

Cash flows from investing activities
Purchase of unlisted and other investments	(28,912,500)	(1,200,400)
Interest received	-	1,102
Dividends received	400,000	-
Net cash from investing activities	(28,512,500)	(1,199,298)
Cash flows from financing activities
Issue of ordinary shares	-	60,100
Shares treated as debt - redeemed	(100)	-
Net cash used in financing activities	(100)	60,100
Net (decrease)/increase in cash and cash equivalents	(147)	218
Cash and cash equivalents at beginning of year	217	-
Cash and cash equivalents at the end of year	70	218

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	70	218
	70	218

The notes on pages 14 to 16 form part of these financial statements.

Page 12

C21 HOLDINGS PLC

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 JUNE 2025


At 1 July 2024	Cash flows	At 30 June 2025
£	£	£

Cash at bank and in hand	218	(148)	70
Debt due within 1 year	(1,159,894)	(28,537,500)	(29,697,394)
	(1,159,676)	(28,537,648)	(29,697,324)

The notes on pages 14 to 16 form part of these financial statements.

Page 13

C21 HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1.	General information

C21 Holdings PLC is a PLC limited by shares and incorporated in England & Wales. The address of the registered office is 101 New Cavendish Street, 1st Floor South, London, W1W 6XH.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.4

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 14

C21 HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	30 June	Period 30 June
	2025	2024
	No.	No.

Directors	2	2

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2024	1,200,400
	Additions	28,912,500
	At 30 June 2025	30,112,900

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	34,446,453	34,010,116
Other debtors	-	28,710
Called up share capital not paid	-	10,000
	34,446,453	34,048,826

Page 15

C21 HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

6.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	70	218
	70	218

7.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	319,280	170,282
Amounts owed to group undertakings	34,316,342	34,003,342
Other taxation and social security	48,401	-
Other creditors	29,697,394	1,159,894
Accruals and deferred income	5,000	5,000
	64,386,417	35,338,518

8.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

120,000,000 (2024 - 120,000,000) Oridinary shares of £0.0005 each	60,000	60,000
0 (2024 - 200,000) Redeemable shares of £0.0005 each	-	100

	60,000	60,100

Page 16