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Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
Business Model and Operating Context
Tourvest Duty Free (UK) Limited ('Tourvest" or "the Company") is a Company registered in England and Wales, with the sole shareholder being Tourvest Holdings (Pty) Ltd. The Company operates within the highly regulated inflight retail and travel retail sector, providing food, beverage and boutique product retailing services to a leading global airline operating from the United Kingdom. The model integrates onboard sales, pre-order e-commerce, and home-delivery fulfillment, supported by specialist logistics, warehousing, payments, and data capabilities. Revenue is driven by passenger volumes, route mix, onboard conversion, and product optimisation. The Company benefits from long-standing airline partnerships, scale within the wider Tourvest Group, and a vertically integrated service approach that enhances control, resilience, and responsiveness.
Performance Review for the Year
During the year ended 31 August 2025, the Company delivered continued top-line growth, reflecting sustained passenger activity and improved execution across onboard and pre-order channels. Turnover increased to £26.0 million (2024: £21.5 million). Gross profit increased to £17.7 million (2024: £14.8 million), with gross margin remaining broadly stable at 68.0% (2024: 68.7%). Operating profit was £1.9 million (2024: £4.0 million). The year-on-year reduction in operating profit reflects a deliberate increase in the operating cost base to support growth, resilience and future scalability. Administrative expenses increased as the Company invested in systems, compliance, people capability, and fulfillment infrastructure, alongside higher royalty, commission, logistics and payment-related costs associated with higher sales volumes. Other operating income decreased to £0.4 million (2024: £0.6 million). This reflects inter-group services, management fees, and recoveries aligned to the Company’s role as a service and capability hub within the wider Tourvest Retail Services ecosystem. Profit after tax for the year was £1.2 million (2024: £2.6 million). The Company closed the year with net assets of £2.5 million (2024: £1.3 million) and cash balances of £4.7 million (2024: £6.4 million), providing an appropriate liquidity buffer to support ongoing operations and planned initiatives. Strategy and Strategic Priorities The Company’s strategy is aligned to the Tourvest Retail & Catering Services “Vision27” framework and is structured around four strategic pillars: Run the Business, Protect the Business, Grow the Business, and Transform the Business. Run the Business focuses on operational excellence, reliability, and service quality. This includes optimising onboard and pre-order conversion, improving product mix and availability, reducing waste and stock obsolescence, and maintaining high fulfillment and on-time-in-full performance. Protect the Business centres on risk management, compliance, and control. Key focus areas include payments resilience, cybersecurity, data protection, customs and duty-free regulatory compliance, asset protection, fraud prevention, and business continuity planning. Grow the Business involves selective organic growth and partnership-led expansion. This includes leveraging existing airline relationships, enhancing the value proposition through improved data and reporting, and selectively pursuing complementary airline, travel retail, and logistics opportunities where the Company’s capabilities provide a competitive advantage. Transform the Business is driven by technology, process redesign, and scalable fulfillment models. Investment continues in digital platforms, payments architecture, reporting and data analytics, and warehouse and pick-and-pack capability, all aimed at increasing speed, accuracy, control, and long-term cost efficiency.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
The director has reviewed the principal risks facing the Company and considers that appropriate mitigation strategies are in place.
Key risks include macroeconomic and currency volatility, supply chain disruption, dependency on airline partners, technology and payments resilience, regulatory compliance, and the attraction and retention of specialist skills. These risks are actively monitored, with mitigation actions embedded within operational processes, supplier arrangements, systems controls, and governance structures.
The primary financial KPIs used to assess performance are turnover, gross margin, net profit before tax and current ratio. These are shown below and discussed in more detail in the 'Performance review for the year'.
These measures are supplemented by operational metrics including service levels, fulfillment accuracy, payment success rates, stock management indicators, and employee engagement. During FY2025, the Company continued to enhance its non-financial KPI framework to better support data-led decision-making and long-term sustainability objectives.
In accordance with section 172 of the Companies Act 2006, the director has acted in a manner considered, in good faith, to promote the success of the Company for the benefit of its member as a whole. In doing so, due regard has been given to the interests of employees, customers and airline partners, suppliers, the wider community and environment, and the maintenance of high standards of business conduct.
Strategic and operational decisions during the year balanced short-term performance with long-term resilience, scalability, and responsible business practices.
This report was approved by the board on 28 May 2026 and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The director presents his report and the financial statements for the year ended 31 August 2025.
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements 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 profit for the year, after taxation, amounted to £1,170,382 (2024 - £2,629,251).
No dividends were declared or paid to the shareholder during the year (2024: £nil) and no dividends have been proposed after the balance sheet date.
The director who served during the year was:
Information relating to future developments is disclosed in the Strategic report on page 1.
There are no post balance sheet events that require disclosure.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
The auditor, Menzies 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED
We have audited the financial statements of Tourvest Duty Free (UK) Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of comprehensive income, the Balance sheet, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 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.
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 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 director with respect to going concern are described in the relevant sections of this report.
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. 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the 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 the Director's report have been prepared in accordance with applicable legal requirements.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED (CONTINUED)
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.
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:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including: - Companies Act 2006; - Financial Reporting Standard 101; - Employment regulations; - General Data Protection Regulations; - UK tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: - Identifying and assessing the design effectiveness of measures management has in place to prevent and detect fraud; - Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; - Challenging assumptions and judgements made by management in its significant accounting estimates; - Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and - Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: - Management override of controls, including journal entries or bias in accounting estimates; - Revenue recognition, particularly in respect of revenue cut-off.
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 Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
4th Floor
95 Gresham Street
EC2V 7AB
29 May 2026
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
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BALANCE SHEET
AS AT 31 AUGUST 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 33 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Tourvest Duty Free (UK) Limited (Registration number 05034988) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown on the Company information page.
The principal activity of the Company is the retail of both refreshment and boutique products on behalf of a leading global airline in the United Kingdom. The refreshment products consist of food and beverage for consumption inflight and duty free items available on pre order through an E-Commerce platform with delivery options of inflight or home delivery. Pre orders can also be placed onboard for delivery on a future flight.
2.Accounting policies
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to Statement of cash flows, new accounting standards not yet effective, key management compensation, comparative details of property, plant and equipment, financial assets and liabilities in respect of financial instruments held at amortised cost, related party transactions between group entities which are wholly owned and risk management and presentation of a third balance sheet as at the beginning of the preceding period.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 74A(b) of IAS 16
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of Tourvest Group Proprietary Limited as at 31 August 2025 and these financial statements may be obtained from Stonewedge Office Park, 1 Wedgelink Road, Bryanston, Johannesburg, 2031, South Africa.
The financial statements for the company are prepared on the going concern basis. In making this assessment, the director has reviewed the company's cash flow forecast for the 12 months following the signing of the financial statements, which shows that the company will be able to meet its obligations as and when they fall due. He has also considered how sensitive this cash flow forecast is to reasonably possible scenarios and is satisfied that the company will have sufficient headroom on cash were these scenarios to materialise.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Company segments its revenue by the nature. The main segments are: - Boutique merchandise; - Food and beverages; - Website sales; and - Products through retail stores The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate. The incremental borrowing rate is the amount that is defined as the interest rate at which the entity can borrow funds of a similar amount to the lease term; secured by the right-of-use asset associated with the lease; for a similar term to the lease and in a similar economic environment. Right of use assets are measured at cost and mainly comprises of the amount of the initial measurement of the lease liability. They are subsequently measured at cost less accumulated depreciation and impairment losses. Lease payments associated with short-term leases and leases of low value assets are charged to the profit or loss.
Right-of-use assets are assessed for indicators of impairment. Indicators of impairment generally relate to managements future expectation of the utilisation of the related asset. The right-of-use asset is tested for impairment on a single standalone basis. If the recoverable amount of the right- of-use asset is less than the carrying amount, the impairment loss is debited to the profit or loss. Where management decides to impair the related right-of-use asset as a result of there being no further economic benefit, the value of the right-of-use asset is impaired to £nil and the liability remains on the Balance Sheet.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Intangible assets consist of:
∙Purchased Computer Software; and
∙External website development costs
Purchased Computer Software
Purchased Computer software is initially recognised at cost and amortised over the period in which that software is licensed to the business or where no such restriction exists amortised over the period in which
the benefits flow. Amortisation is recognised using the straight-line basis and results in the carrying amount being expensed to the profit or loss over the estimated useful lives which range from 2 to 4 years.
External Web Development Costs
External expenditure incurred on the development of the Company's web platform used to facilitate sales of product are recognised at cost to the extent that the costs incurred meet the recognition criteria under IAS38 and are amortised on a straight-line basis over its estimated useful life of 3 years.
Typically development costs recognised as an intangible asset include costs during the Application and Infrastructure Development, graphical design, and content development stages.
Once development of a web site has been completed and the Operating stage begins, the costs incurred in maintaining, enhancing applications, infrastructure, graphical design and content of the web site are expensed unless they meet the recognition criteria in IAS38.
Amortisation is recognised using the straight-line basis and results in the carrying amount being expensed to the profit or loss over 3 years.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost,
FVOCl and FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Financial assets The financial assets of the company comprise trade and other receivables and cash and bank balances. They are all classified and measured at amortised cost. The company recognises a loss allowance for expected credit losses on all financial assets measured at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective assets. The company measures the loss allowance at an amount equal to lifetime expected credit losses (lifetime ECL) when there has been a significant increase in credit risk since initial recognition. If the credit risk on a loan has not increased significantly since initial recognition, then the loss allowance for that asset is measured at 12 month expected credit losses (12 month ECL). Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of an asset. In contrast, 12 month ECL represents the portion of lifetime ECL that is expected to result from default events on an asset that are possible within 12 months after the reporting date. In order to assess whether to apply lifetime ECL or 12 month ECL, in other words, whether or not there has been a significant increase in credit risk since initial recognition, the company considers whether there has been a significant increase in the risk of a default occurring since initial recognition rather than at evidence of an asset being credit impaired at the reporting date or of an actual default occurring. Financial liabilities At amortised cost The financial liabilities of the company comprise trade payables and borrowings. They are classified and measured at amortised cost.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. Expected credit losses The Probability of Default (PD) and Loss Given Default (LGD) for receivables are calculated based on the actual credit loss experience over the three to five years of non-credit impaired trade receivables. Trade receivables are considered credit impaired when an event indicates that full settlement is remote. Please see details in note 16.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Page 24
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