ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 05519170

BOTANICOIR LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

BOTANICOIR LIMITED

COMPANY INFORMATION

Directors	Kalum Balasuriya
	Samantha Balasuriya
	Elisabeth Johanna Aloysia Swinkels
	Franciscus Swinkels


Company secretary	Samantha Balasuriya


Registered number	05519170


Registered office	The Light Bulb Unit 212
	Filament Walk
	London
	SW18 4GQ

BOTANICOIR LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12 - 13
Analysis of Net Debt	14
Notes to the Financial Statements	15 - 30

BOTANICOIR LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The director presents his report and financial statements for the year ended 31 December 2025.

Business review

In 2025, the business experienced growth compared to 2024. Sales increased by 15% year-on-year, with new customer orders from new territories, including China, aligning with expectations. Retained profit for the financial year was £249,377 (2024: £123,709). Based on a strong market position and increased production capacity, the directors anticipate gradual yet sustainable growth in profitability in the coming years.

Principal risks and uncertainties

The Company's operations expose it to a number of financial risks, including interest rate risk, credit risk, and liquidity risk. The Company has a rigorous approach to risk management to ensure that any consecutive adverse effects of its financial performance are minimised. Further details of the Company's financial risk management activities are detailed below.

Credit risk: The Company has implemented policies that require appropriate credit checks on potential customers before sales are made, and the debtor accounts are largely insured with appropriate trade credit insurance. Consequently, the amount of exposure to any individual debtor is subject to a regularly reassessed limit.

Liquidity risk: The Company's policy is to regularly monitor its liquidity levels to ensure that it maintains sufficient cash reserves to meet its short- and long-term liquidity needs.

Interest rate risk: The company has loans from banks and other connected and related companies. The bank loans are at market rates, and the loans provided by connected and related companies to the Company do not have any other interest-bearing assets or liabilities. Therefore, in the opinion of the Directors, exposure of the Company to interest rate risk is insignificant.

Exchange rate risk: The Company is exposed to exchange risk as a result of its operations; however, with significant sales and purchases denominated in Euros and US Dollars, a natural hedge is established. The Company has policies to monitor exchange rates and its exposure to exchange risk regularly.

Page 1

BOTANICOIR LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators

The business is measured against a range of KPIs, financial and non-financial. The financial KPIs indicate the company's overall performance, while non-financial KPIs allow the senior management team to understand the drivers of overall performance. In terms of the leading financial KPIs, there are three:

1. Revenue growth. This measures revenue performance and is monitored against agreed budgets and targets. Also, in prior periods, 2025 revenue was 19,906,037 GBP, and 2024 revenue was 16,556,364 GBP. Each of these KPIs is measured on a total company basis and for all key customers. There are also other KPIs that support the main KPIs used by the business. The main KPIs are shared throughout the business, and the relevant departments also have access to all KPIs relating to their area of responsibility.

2. Gross margin. This KPI measures the profitability of trade operations and is calculated as sales revenue minus purchase cost of goods, freight and other purchase-related costs, as a percentage of sales revenue. In 2025, the gross margin was 11.16%; in 2024, it was 10.4%.

3. Net profitability. This measures the company's performance in terms of profitability and is calculated as net profit as a percentage of sales revenue. In 2025, net profitability was 1.7%, and in 2024, it was 1%.

Two main non-financial KPIs are:

1. On-time deliveries. This measures the business's delivery performance in terms of the level of timely deliveries as part of overall deliveries made.

2. Claim rate. This measures the number of customer quality claims as a proportion of the total number of supplies made in a given month.

Each of these KPIs is measured on a total Company basis and for all key customers. Other KPIs support the main KPIs used by the business. The main KPIs are shared throughout the business, and the relevant departments also have access to all KPIs relating to their area of responsibility.

Other key performance indicators

The company has successfully attracted a diverse range of new clients from various sectors. Through targeted marketing efforts and exceptional service delivery, we have built strong relationships and gained the trust of these clients. This expansion of our client base has been a driving force behind our growth, which has translated into a substantial increase in revenue and profitability. Collaboration with strategic partners has been instrumental in expanding our network and service capabilities.

The company is implementing automated systems to reduce errors, increase visibility, and enhance customer satisfaction. It also explores new service offerings that align with customers' growing needs. As environmental concerns grow, the company focuses on sustainability measures to reduce carbon emissions and implements eco-friendly packaging solutions within the business.

This report was approved by the board on 10 June 2026 and signed on its behalf.

................................................

Samantha Balasuriya

Director

Page 2

BOTANICOIR LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The profit for the year, after taxation, amounted to £249,377 (2024 - £123,709).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

Kalum Balasuriya

Samantha Balasuriya

Elisabeth Johanna Aloysia Swinkels

Franciscus Swinkels

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 3

BOTANICOIR LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

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

This report was approved by the board on 10 June 2026 and signed on its behalf.

................................................

Samantha Balasuriya

Director

Page 4

BOTANICOIR LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOTANICOIR LIMITED

Opinion

We have audited the financial statements of Botanicoir Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Balance Sheet, 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 31 December 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 5

BOTANICOIR LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOTANICOIR LIMITED (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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Page 6

BOTANICOIR LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOTANICOIR LIMITED (CONTINUED)

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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. We did not identify any key audit matters relating to irregularities, including fraud.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to 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.

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.

Page 7

BOTANICOIR LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOTANICOIR LIMITED (CONTINUED)

Jaswinder S Vasir (Senior Statutory Auditor)

for and on behalf of

Desaur LLP

Chartered Certified Accountants

Statutory Auditor

5 Margaret Road

Romford

Essex

RM2 5SH

10 June 2026

Page 8

BOTANICOIR LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	19,096,037	16,556,364
Cost of sales		(16,965,447)	(14,831,167)
Gross profit		2,130,590	1,725,197
Administrative expenses		(1,686,918)	(1,427,771)
Operating profit	5	443,672	297,426
Interest receivable and similar income	9	30,643	50,929
Interest payable and similar expenses	10	(138,103)	(177,709)
Profit before tax		336,212	170,646
Tax on profit	11	(86,835)	(46,937)
Profit for the financial year		249,377	123,709

Other comprehensive income for the year
Total comprehensive income for the year		249,377	123,709

The notes on pages 15 to 30 form part of these financial statements.

Page 9

BOTANICOIR LIMITED

REGISTERED NUMBER: 05519170

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		212,104		194,554
Investments	13		2,652,419		2,652,419
			2,864,523		2,846,973
Current assets
Stocks	14	1,550,526		1,126,773
Debtors: amounts falling due within one year	15	3,284,822		3,612,989
Cash at bank and in hand	16	273,832		405,766
		5,109,180		5,145,528
Creditors: amounts falling due within one year	17	(4,315,635)		(4,597,682)
Net current assets			793,545		547,846
Total assets less current liabilities			3,658,068		3,394,819
Creditors: amounts falling due after more than one year	18		(29,241)		(16,781)
Provisions for liabilities
Deferred tax	21	(43,915)		(42,503)
			(43,915)		(42,503)
Net assets			3,584,912		3,335,535

Capital and reserves
Called up share capital	22	1,000	1,000
Profit and loss account		3,583,912	3,334,535
		3,584,912	3,335,535

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 June 2026.

................................................

Samantha Balasuriya

Director

The notes on pages 15 to 30 form part of these financial statements.

Page 10

BOTANICOIR LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	1,000	3,210,826	3,211,826
Comprehensive income for the year
Profit for the year	-	123,709	123,709
Total comprehensive income for the year	-	123,709	123,709

At 1 January 2025	1,000	3,334,535	3,335,535
Comprehensive income for the year
Profit for the year	-	249,377	249,377
Total comprehensive income for the year	-	249,377	249,377
At 31 December 2025	1,000	3,583,912	3,584,912

The notes on pages 15 to 30 form part of these financial statements.

Page 11

BOTANICOIR LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	249,377	123,709
Adjustments for:
Depreciation of tangible assets	43,339	46,853
Loss on disposal of tangible assets	(8,659)	-
Interest paid	138,103	177,709
Interest received	(30,643)	(50,929)
Taxation charge	86,835	46,937
(Increase) in stocks	(423,753)	(298,457)
Decrease/(increase) in debtors	77,294	(387,612)
Decrease in amounts owed by joint ventures	250,873	856,472
(Decrease)/increase in creditors	(304,966)	501,731
Corporation tax (paid)	(54,155)	(177,532)
Net cash generated from operating activities	23,645	838,881

Cash flows from investing activities
Purchase of tangible fixed assets	(67,230)	(17,210)
Sale of tangible fixed assets	15,000	796
Purchase of unlisted and other investments	-	(855,066)
Interest received	30,643	50,929
Net cash from investing activities	(21,587)	(820,551)
Cash flows from financing activities
Repayment of loans	(10,648)	(10,649)
Repayment of/new finance leases	14,759	(2,731)
Interest paid	(138,103)	(177,709)
Net cash used in financing activities	(133,992)	(191,089)
Net (decrease) in cash and cash equivalents	(131,934)	(172,759)
Cash and cash equivalents at beginning of year	405,766	578,525
Cash and cash equivalents at the end of year	273,832	405,766

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	273,832	405,766
	273,832	405,766

Page 12

BOTANICOIR LIMITED

Page 13

BOTANICOIR LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	405,766	(131,934)	273,832
Debt due after 1 year	(16,781)	10,648	(6,133)
Finance leases	(12,288)	(14,759)	(27,047)
	376,697	(136,045)	240,652

The notes on pages 15 to 30 form part of these financial statements.

Page 14

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Botanicoir Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Light Bulb Unit 212, Filament Walk, London SW18 4GQ.

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 (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

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

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 15

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

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

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 16

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 17

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Plant and machinery	-	25%
Motor vehicles	-	25%
IT Software	-	20%

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.

2.12

Valuation of investments

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet 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.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

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.

2.15

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.

Page 18

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

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.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial assets and liabilities are offset, with 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The

Page 19

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 20

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’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

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Gro Bag Sales	19,096,037	16,556,364
	19,096,037	16,556,364

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	5,941,931	5,715,257
Rest of Europe	6,318,366	6,003,426
Rest of the world	6,835,740	4,837,681
	19,096,037	16,556,364

	Exchange differences	69,516	10,837
	Other operating lease rentals	27,822	32,223

Page 21

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the Company's financial statements

7,000

Wages and salaries	349,941	292,797
Social security costs	35,878	28,035
Cost of defined contribution scheme	3,553	3,018
	389,372	323,850

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

	2025	2024
	No.	No.

Administrative	6	6

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	192,333	108,000
	192,333	108,000

Page 22

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	30,643	50,929
		30,643	50,929

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	138,103	177,709
		138,103	177,709

Corporation tax
Current tax on profits for the year	85,423	54,155
	85,423	54,155

Total current tax	85,423	54,155

Deferred tax
Origination and reversal of timing differences	1,412	(7,218)
Total deferred tax	1,412	(7,218)


	Tax on profit	86,835	46,937

Page 23

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

336,212

170,646

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	84,053	42,662
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	(1,625)	4,260
Capital allowances for year in excess of depreciation	2,995	7,233
Other timing differences leading to an increase (decrease) in taxation	1,412	(7,218)
Total tax charge for the year	86,835	46,937

Page 24

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets

	Plant and machinery	Motor vehicles	IT Software	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	92,989	31,435	264,377	388,801
Additions	674	44,444	22,112	67,230
Disposals	-	(31,435)	-	(31,435)
At 31 December 2025	93,663	44,444	286,489	424,596
Depreciation
At 1 January 2025	82,626	20,018	91,603	194,247
Charge for the year on owned assets	4,544	6,002	32,793	43,339
Disposals	-	(25,094)	-	(25,094)
At 31 December 2025	87,170	926	124,396	212,492
Net book value
At 31 December 2025	6,493	43,518	162,093	212,104
At 31 December 2024	10,363	11,417	172,774	194,554

Page 25

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

		Unlisted investments
		£
	Cost or valuation
	At 1 January 2025	2,652,419
	At 31 December 2025	2,652,419

	Net book value
	At 31 December 2025	2,652,419
	At 31 December 2024	2,652,419

14.	Stocks
		2025	2024
		£	£

Finished goods and goods for resale	1,550,526	1,126,773
	1,550,526	1,126,773

15.

Debtors

					2025	2024
					£	£


Trade debtors	1,406,745	2,183,915
Amounts owed by joint ventures and associated undertakings	601,784	852,658
Other debtors	1,244,906	576,416
Prepayments and accrued income	31,387	-
	3,284,822	3,612,989

Page 26

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	273,832	405,766
	273,832	405,766

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

Trade creditors	510,312	1,043,069
Corporation tax	53,154	21,886
Other taxation and social security	629,505	669,424
Obligations under finance lease and hire purchase contracts	3,939	12,288
Other creditors	3,099,834	2,805,629
Accruals and deferred income	18,891	45,386
	4,315,635	4,597,682

Details of security provided:

Included in other creditors is £1,497,953 (2024: £1,232,596) secured by a fixed and floating charge over the company assets.

18.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	6,133	16,781
Net obligations under finance leases and hire purchase contracts	23,108	-
	29,241	16,781

Details of security provided:

The bank loan is secured by a fixed and floating charge over the company assets.

Page 27

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025



Amounts falling due 2-5 years
Bank loan	6,133	16,781

	Between 1-5 years	23,108	-
		23,108	-

21.	Deferred taxation

		2025
		£

	At beginning of year	(42,503)
	Charged to profit or loss	(1,412)
	At end of year	(43,915)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

	Accelerated capital allowances	(43,915)	(42,503)
		(43,915)	(42,503)

Page 28

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,000 (2024 - 1,000) Ordinary shares of £1.0 each	1,000	1,000

23.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted to £3,553 (2024 - £3,018)
Contributions totalling £1,027 (2024 - £636) were payable to the fund at the balance sheet date and are
included in creditors.

Not later than 1 year	32,754	42,177
Later than 1 year and not later than 5 years	177,605	169,168
	210,359	211,345

25.

Related party transactions

Included in Other Creditors is an amount of £503,802 ( 2024 was £719,741) owing to the Directors, Mr K and Mrs S Balasuriya as at 31 December 2025. The loan carrys an open market interest and is repayable on demand.

Included in Financial statements is a net amount of £823,361 (2024 was £300,487) owed by Botanicoir Lanka (Pvt) Ltd, a company jointly controlled by Mr K and S Balasuriya together with Legro International B.V.

Included in Other debtors is an amount of £374,576 (2024 was £210,394) owed by Botanicoir India (Pvt) Ltd, a company jointly controlled by Mr K and S Balasuriya together with Legro International B.V.

Included in Other Creditors is a loan of £1,953,897 (2024 was £1,822,333) owed to Legro International B.V. The loan carries an open market interest and is repayable on demand.

Included in Unlisted Investments are redeemable preference shares of £2,652,419 (2024: £2,652,419) held in Botanicoir Lanka (Private) Limited, a connected company where Mr K and Mrs S Balasuriya, Elisabeth J A Swinkels and T J Buis are directors.

Page 29

BOTANICOIR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.	Controlling party

The company is jointly controlled by Mr K and S Balasuriya together with Legro International B.V.

Page 30