The directors present the Strategic Report of Aspen House Holdings Ltd (“the Group”) for the year ended 31 December 2024.

The principal activity of the Group is the supply of retail security tagging systems and Goods Not for Resale (GNFR) to retail customers.

For the year ended 31 December 2024, the Group reported a profit after taxation of £3,091,843 (2023: £3,057,613).

Sales performance remained resilient despite challenging market conditions. Continued demand has been driven by the expansion of security tagging programmes with existing customers, together with increasing engagement from new customers, as the retail sector responds to the ongoing impact of theft and organised retail crime.

In 2024, except for Europe, all regional entities reflected increased revenue growth year on year through the alignment and increased investments in both R&D and Marketing areas, this has enabled us to continue to increase our existing and new customer base in 2024 and further into 2025.

The Group continues to work closely with both suppliers and customers and to invest significantly in research and development. This focus supports the Group’s strategy of remaining at the forefront of innovation and meeting evolving customer requirements through the development of solutions that are Simpler, Safer and Sekura.

Market and Risk Considerations

The Group operates in a competitive and evolving market environment and is subject to a number of market‑related risks which could impact future performance. The Board actively monitors these risks and seeks to mitigate their potential impact where possible.

Economic and Retail Sector Conditions
Demand for the Group’s products are influenced by trading conditions in the retail sector. A prolonged economic downturn, reduced consumer spending, or changes in retailer capital expenditure priorities could lead to deferral or cancellation of investment in security solutions. While current market conditions continue to support demand driven by theft prevention and organised retail crime, a material deterioration in retail trading sentiment could adversely affect sales volumes.

Competitive Landscape and Pricing Pressure
The market for retail security tagging solutions remains competitive, with both established market leaders and emerging competitors. Increased competition may place pressure on pricing, margins, or customer retention. The Group mitigates this risk through a focus on product quality, innovation, service standards, and long‑term customer relationships.

Customer Concentration Risk
A proportion of Group revenues are generated from a limited number of key customers. Any loss of, or reduction in demand from, these customers—whether due to changes in strategy, consolidation, or procurement decisions—could have a material impact on revenue. The Group continues to invest in broadening its customer base and deepening engagement across existing accounts to reduce this exposure.

Supply Chain and Cost Inflation
The Group is exposed to risks arising from movements in raw material prices, manufacturing costs, shipping and logistics, and supplier availability. Global supply chain disruption, geopolitical instability, or further inflationary pressures could increase costs or impact product availability. Management works closely with suppliers and maintains diversified sourcing arrangements where possible to mitigate these risks.

Tariffs, Trade and Regulatory Environment
Changes in tariffs, trade agreements, or regulatory requirements—particularly affecting distribution into the US and other international markets—may increase costs or require changes to operational processes. The Group monitors regulatory developments and engages proactively with advisors and partners to ensure compliance and minimise disruption.

The Group also works closely with their customer base to mitigate the fluctuating import charges.

Foreign Exchange Risk
The Group operates across multiple jurisdictions and is therefore exposed to fluctuations in foreign exchange rates, which may affect reported results, margins, and cash flows. Where appropriate, the Group seeks to mitigate this risk through natural hedging and pricing strategies.

Technology and Innovation Risk
The market for retail security solutions continues to evolve as customers adopt new technologies and data‑driven approaches to loss prevention. Failure to anticipate or respond effectively to technological change could reduce the relevance of the Group’s product offering. Ongoing investment in research and development is central to mitigating this risk and maintaining the Group’s competitive position.

Management work very closely with suppliers, retailers and our customer base to continually review the changing requirements to maximise our R&D investments in our current and future product ranges.

The Board monitors the following key performance indicators to assess the Group’s performance:

• Gross margin: 42% (2023: 38%)

• Debtor days: 92 days (2023: 64 days)

The improvement in gross margin reflects effective pricing and cost management, while the increase in debtor days remains an area of focus for management.

The outlook for the Group remains positive. The market continues to benefit from strong structural tailwinds, and the Group is increasingly successful in challenging established market leaders through its focus on premium-quality products and high service standards.

The Group will continue to invest in new product development and operational capability, alongside targeted investment in resources, to deepen relationships with key customers and capture a greater share of customer spend worldwide.

The Board is confident that the long-term strategic focus and direction will enable the Group to continue to grow revenue, market share and profitability in future years.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be that of supplying retail with security tagging systems and Goods Not For Resale (GNFR).

Ordinary dividends were paid amounting to £820,000. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group’s finance function is responsible for managing the liquidity, interest and foreign currency risks associated with the Group’s activities.

The Group’s principal financial instruments include trade debtors and creditors arising directly from its operations and a GEF secured trade loan facility, the purpose of which is to finance working capital requirements. The group rarely enters into any hedging position.

The Group manages its cash and borrowing requirements in order to minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. The Group engages in rigorous short and long term cashflow forecasting to ensure that financing facilities are available when needed.

The group’s principal foreign currency exposure arises mainly from the repatriation of profits generated from overseas trading companies. The majority of the Group’s transactions by value are in US Dollars, both in terms of receipts from customers as well as payments to suppliers, meaning that the Group is well hedged naturally.

All customers who wish to trade on credit terms are subject to credit verification procedures and the Group retains a credit insurance policy to protect against bad debts. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The group includes companies registered in Canada, Australia and Germany with an associate in the USA.

Affinia (Colchester) were appointed as auditor to the group and in accordance with section 487(2) of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments of the group.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Securing new customers and maintaining long term client relationships with existing customers is vital to the success of the business. Suppliers are valued partners and hence our aim is to enter into and maintain strong and stable working relationships. We continue to improve all relations, established and new through regular contact and open conversations in respect of working conditions, design, productions and distribution.

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

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

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

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

Disclaimer of opinion on financial statements

We were engaged to audit the financial statements of Aspen House Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

We do not express an opinion on the accompanying financial statements of the company and group.

Because of the significance of the matter described in the 'Basis for Disclaimer of Opinion' section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

The financial statements for the year to 31 December 2024 include a disclaimer of opinion.

The basis of disclaimer of opinion is due to the issues and difficulty in obtaining sufficient audit evidence in relation to the financial statements for the 31 December 2023 year end for the following subsidiaries of Aspen House Holdings Limited: Sekura Global Pty Ltd (Australia), Sekura Global GmbH (Germany), Sekura Retail Solutions Inc (Canada) & Sekura Global LLC (USA) affecting the comparative year end balances.

Although records for the financial year 31 December 2024 were available and audited, we were unable to obtain sufficient appropriate audit evidence regarding significant areas of the subsidiaries' financial statements for the comparative year 31 December 2023, because of the nature of the companies' records and controls we were unable to perform alternative procedures to satisfy ourselves concerning these amounts. The possible effects of these matters on the financial statements could be both material and pervasive.

To this extent, as the auditor, we cannot confirm whether the financial statements are free of material misstatement.

Other Information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the opening balances of the overseas subsidiaries at 31 December 2023. We have concluded that where the other information refers to the opening balances, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether 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.

Notwithstanding our disclaimer of opinion on the financial statements, In the light of the knowledge and understanding of the company and Group and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

Arising solely from the limitation on the scope of our work relating to overseas subsidiaries' opening balances, referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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:

• returns adequate for our audit have not been received from subsidiaries not visited by us

• the financial statements are not in agreement with the accounting records and returns.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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 and 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 the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. However because of the matters described in the Basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit on the financial statements.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,

including fraud and non-compliance with laws and regulations, was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the security wholesale trade sector;

• We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, environmental and health and safety legislation;

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including

obtaining an understanding of how fraud might occur, by:

• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical procedures to identify any unusual or unexpected relationships;

• Tested journal entries to identify unusual transactions;

• Reviewed the internal controls in place, specifically around payroll and bank transactions; and

• Assessed whether judgements and assumptions made in determining the accounting estimates around depreciation were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with the the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report. However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. 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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £821,840 (2023 - £168,000 profit).

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

Aspen House Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Aspen House Stephenson Road, Severalls Industrial Park, Colchester, Essex, CO4 9QR.

The group consists of Aspen House Holdings Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

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

The consolidated group financial statements consist of the financial statements of the parent company Aspen House Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The group has net current assets of £10,694,104 which includes a net amount of £6,675,198 due from related parties, which has both shareholders and directors in common and therefore is not considered to affect the groups ability to continue as a going concern.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

The 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 net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

The directors are satisfied that the group is operating as a going concern and will continue for the foreseeable future.

In making their judgement, the directors have prepared a detailed business plan and rolling cash flow forecasts and in conjunction with the company's resources and obligations, have concluded that the company will able to meet its liabilities as they fall due for the foreseeable future.

Management has exercised judgement in determining the point at which the risks and rewards of ownership of imported inventory pass to the Group. For goods purchased under e.g. FOB shipping or Ex-works, the Group considers that the significant risks and rewards of ownership pass to the Group when the goods are dispatched. Consequently, inventory and the related accrual are recognised at this point, even if the goods have not yet reached the Group's premises.

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

Their aggregate remuneration comprised:

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

On 6th April 2023, the controlling share holding of Sekura Global Holdings Limited was acquired by SGH Discretionary Trust. Consequently, this sub group of Sekura Global Holdings Limited and its subsidiary Sekura Global LLC were no longer under control of Aspen House Holdings Limited.

During the year ended 31 December 2024 has been prepared on the basis that all operations are continuing operations.

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses:

Clipper Retail LLC was incorporated on 23 July 2024 and the results of the business have been included in the group from this date.

Details of associates at 31 December 2024 are as follows:

Details of joint ventures at 31 December 2024 are as follows:

Included within other debtors are amounts due from related parties of £5,011,874 (2023: £4,777,875).

Included within other creditors are amounts due to related parties of £3,030 (2023: £4,000).

A debenture created on 31 July 2011 over goodwill custom and connection, the right to use the name of Clipper Retail and benefit of the trade mark application is held by the Directors' of the company.

A debenture created on 31 July 2011 over goodwill custom and connection, the right to use the name of Clipper Retail and benefit of the trade mark application is held by the Directors' of the company.

The bank loans are secured by fixed charges over goodwill custom and connection, the right to use the name of Clipper Retail and benefit of the trade mark application, held by the Directors of the company.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 36 months. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

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

During the year the group entered into the following transactions with related parties:

In the year, the group entered into related party transactions with Sekura Global LLC, who was not consolidated into the group, given Aspen House Holdings Limited having minority control over the Sekura Global LLC.

In the year, the group also entered into related party transactions with Sekura Retail Solutions Inc., who was consolidated in the group, however not wholly owned by Aspen House Holdings Limited. These transactions have been eliminated on consolidation.

The following amounts were outstanding at the reporting end date:

Included within the above balance, at year end the group owed;

• £3,030 (2023: £3,030) to Sekura Global Holdings IP LLP

• £NIL (2023: £414,281) to Sekura Retail Solutions Inc.

The amounts owed to Sekura Retail Solutions Inc., have been eliminated on consolidation.

The following amounts were outstanding at the reporting end date:

Included within the above balance, at year end the amount due to the group;

• £680,979 (2023: £576,979) to Sekura Global Holdings Limited

• £3,858,520 (2023; £3,800,439) to Sekura Global LLC

• £1,666,357 (2023: £NIL) from Langley Bidco Limited

• £467,372 (2023: £401,714) from Aspen House Partnership

• £5,000 (2023: £NIL) from BrandArt Limited

• £752,548 (2023: £NIL) to Sekura Retail Solutions Inc.

The amounts due from Sekura Retail Solutions Inc., have been eliminated on consolidation.

No guarantees have been given or received during the period.